NATIONAL PICTURE & FRAME COMPANY
                          AND COLONNADE CAPITAL, L.L.C.
                     ENTER INTO DEFINITIVE MERGER AGREEMENT

         Greenwood,  MS --  National  Picture  &  Frame  Company  and  Colonnade
Capital,  L.L.C. announced today that they have entered into a definitive merger
agreement.   The  agreement   calls  for  Colonnade  to  cause  NPF  Acquisition
Corporation,  a newly formed company,  to acquire National,  a leading designer,
manufacturer  and marketer of picture  frames,  framed art,  framed  mirrors and
related items.

         Under the terms of the accord,  NPF  Acquisition  will  commence a cash
tender  offer  within 5  business  days  for all of the  outstanding  shares  of
National for $12.00 per share.  The transaction is valued at  approximately  $63
million.  Completion  of the  transaction  is subject to  customary  conditions,
including  availability  of  financing  under a  commitment  letter  obtained by
Colonnade and NPF  Acquisition and the tender of not less than 90% of National's
shares.  Any  shares not  tendered  will be cashed out for $12.00 per share in a
short-form merger. The Company's  directors and executive  officers,  as well as
certain stockholders, have agreed to tender their shares into the offer.

         "We have  spent the past 18 months  seeking  alternatives  to  maximize
shareholder value, and the Colonnade transaction is the result of that process,"
Daniel  Hennessy,  Chairman of the Board,  stated.  "A great deal of outstanding
effort has been put forth on both sides to bring us to this point," Mr. Hennessy
concluded.

         National trades on The Nasdaq National Market under the symbol NPAF.