FORM OF SUBSCRIPTION AGREEMENT


                                                ______________, 1996



Decor Group, Inc.
320 Washington Street
Mt. Vernon, New York 10533

Gentlemen:

     1. Subscription. Subject to the terms and conditions of this Subscription
Agreement, the undersigned (the "Investor") hereby subscribes for and agrees to
acquire on the Closing Date (as hereinafter defined) ________________ newly
issued shares of Common Stock (the "Shares") of Decor Group, Inc. (the
"Corporation"), at an aggregate purchase price of ___________________ for the
Shares.

     2. Acceptance. If the Investor's subscription is accepted, the Corporation
will return to the Investor one executed copy of this Subscription Agreement.

     3. Representations and Warranties. The Investor hereby represents and
warrants to the Corporation as follows:

     (a) The Investor is fully aware that the Shares have not been registered
under the Shares Act of 1933, as amended (the "Securities Act"), or under any
applicable state securities laws. The Investor further understands that the
Shares are being issued in reliance on the exemption from the registration
requirements of the Shares Act provided by Section 4(2) thereof or Regulation D
promulgated under the Shares Act, and in reliance on exemptions from the
registration requirements of certain state Shares laws, on the grounds that the
offering involved has been made to a limited number of potential investors.

     (b) The Investor is acquiring the Shares for his own account as a principal
and not with a present view to resale or distribution.

     (c) The Investor is able to bear the economic risk of the investment in the
Shares and has such knowledge and experience in financial and business matters,
and knowledge of the business of the Corporation.

     (d) The Investor has received all information with respect to the
Corporation he has requested.

     (e) The Investor has been given the opportunity to ask questions of, and
receive answers from, officers of the Corporation concerning the terms and
conditions of the offering and







to obtain such additional information which the Corporation possesses or can
acquire without unreasonable effort or expense that is necessary to verify
information that was otherwise provided.

     (f) The Investor recognizes that investment in the Shares involves
substantial risks. In deciding whether to invest in the Shares, the Investor has
weighed these risks against the potential return. Considering all relevant
factors in his financial and personal circumstances, the Investor is able to
bear the economic risk of the investment. The Investor has adequate means of
providing for his current needs and possible personal contingencies and has no
need in the foreseeable future for liquidity of his investment in the Shares.

     (g) The Investor has sought such accounting, legal and tax advice as he has
considered necessary to make an informed investment decision with respect to his
investment in the Shares.

     (h) The Investor is aware that no Federal or state agency has (i) made any
finding or determination as to the fairness of any aspect of the investment in
the Shares or (ii) passed on or endorsed the merits of the offering of the
Shares.

     (i) The Investor agrees not to sell, pledge, transfer or otherwise encumber
the Shares for a period of two years following the date hereof unless the Shares
are registered for sale to public or an exemption from registration is available
to the holder of the Shares.

     (j) The Investor has not retained any broker or finder in connection with
the transactions contemplated herein so as to give rise to any valid claim
against the Corporation or any of its subsidiaries for any broker's or finder's
fee, commission or similar compensation.

     (k) Any information that such Investor has heretofore furnished to the
Corporation with respect to their respective financial position, and investment
experience is correct and complete as of the date of this Agreement and, if
there should be any material change in such information prior to the Closing,
such Investor will immediately furnish such revised or corrected information to
the Corporation.

     (l) The Investor acknowledges that the Corporation has only recently been
organized and has no operating or financial history.

     (m) The Investor has the full legal right and power and all authority and
approval required to enter into, execute and deliver this Subscription Agreement
and to perform fully his obligations hereunder. This Subscription Agreement has
been duly executed and delivered and is the valid and binding obligation of the
Investor, enforceable in accordance with his terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other such laws affecting the enforcement of creditors' rights
generally and by principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity). The execution, delivery and
performance of this Subscription Agreement by such Investor will not: (i)
require the approval or consent of any Person or (ii) conflict with or result in






any breach or violation of any of the terms and conditions of, or constitute (or
with notice or lapse of time or both constitute) a default under, any statute,
regulation, order, judgment or decree of or applicable to the Investor, or any
instrument, contract or other agreement to which the Investor is a party or by
or to which the Investor is bound or subject.

     6. Registration of Shares. The Corporation agrees to include eighty percent
(80%) of the Shares in the first registration statement filed with the
Securities and Exchange Commission in connection with its initial public
offering ("Initial Public Offering"). As a result, the Shares shall be
registered for sale to the public. In the event that the Initial Public Offering
is underwritten, the Investor agrees to comply with any restrictions on the sale
or the transfer of the Shares, requested by the managing underwriter thereof.

     7. Modification. This Subscription Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and may not be modified, discharged or terminated except by a written instrument
duly executed by each party.

     8. Binding Effect. The provisions of this Subscription Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

     9. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of law.

     IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement as of this ____ day of _________, 1996.



                                       ____________________



Accepted and Agreed to as 
of the date first above written:

DECOR GROUP, INC.

By: _______________________
Max Munn, President