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                                                                 EXHIBIT 10.20


                              DECOR GROUP, INC.
                            320 WASHINGTON STREET
                             MT. VERNON, NY 10553


                               January 1, 1997


Matthew Harriton
750 Lexington Avenue,
27th Floor
New York, NY 10022


         Re: Consulting Agreement
             --------------------

Dear Mr. Harriton:

     This Agreement is to confirm our understanding with respect to the
rendering by you (the "Consultant") of certain consulting services to Decor
Group, Inc. ("Decor"), upon the terms and conditions set forth below.

     1.  Payment by Decor. As full and total consideration for the services
provided by you to Decor, Decor shall pay to you an aggregate of $150,000 to be
paid over the period of three (3) years as follows: $50,000 on the date hereof,
$50,000 on the first anniversary of the date hereof, and $50,000 on the second
anniversary of the date hereof, for services rendered hereunder.

     2.  Consultant's Obligations.

     (a) Consultant agrees to provide Decor with such consulting services as
requested by Decor in connection with strategic planning, marketing and
management issues. Consultant agrees to provide consulting services to Decor
during the term of this agreement, and to utilize the best of his ability and
experience at all times and to loyally and conscientiously perform all the
duties and obligations required of him expressly or implicitly by the terms of
this Agreement.

     (b) Consultant acknowledges that all information, documents, customer
lists, patents, trademarks, copyrights, materials, specifications, business
strategies or any other ideas which directly relate to the business of Decor
(referred to herein as "Confidential Information") whether prepared or generated
by Consultant, or Decor pursuant to this Agreement or otherwise in the
possession or knowledge of Consultant prior to the date hereof or coming into
possession or knowledge of Consultant during the term of this Agreement shall be
the exclusive, confidential property of Decor, except to the extent expressly
authorized in writing by Decor for dissemination. From the effective date of
this Agreement through and including the twenty-fourth months following the

termination of this Agreement or any extension thereof (the


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"Restricted Period"),

Consultant shall not disclose any of such Confidential Information to any third
party without the prior written consent of Decor and shall take all reasonable
steps and actions necessary to maintain the confidentiality of such Confidential
Information.

     (c) Consultant recognizes that the services to be performed by him
hereunder are special, unique and extraordinary. The parties confirm that it is
reasonably necessary for the protection of Decor that Consultant agree, and
accordingly, Consultant does hereby agree, that he shall not, directly or
indirectly, at any time during the Restricted Period engage in any way or be
related to the business of creating, manufacturing, distributing or selling
products that are competitive to those offered by Decor and its subsidiaries,
either on his own behalf or as an affiliate, consultant, employee, owner, agent,
independent contractor, or co-venturer of any third party;

     (d) Consultant agrees that he shall not, directly or indirectly, at any
time during the Restricted Period:

         (i) employ or engage, or cause or authorize, directly or indirectly, to
     be employed or engaged, for or on behalf of himself or any third party, any
     employee or agent of Decor; or

        (ii) solicit any customers or suppliers of Decor.

     3. Term of Agreement. Decor hereby agrees to retain Consultant to act in a
consulting capacity to Decor and Consultant hereby agrees to provide personal
consulting services to Decor, commencing on the date hereof and ending on the
third anniversary of the date hereof (the "Termination Date"), unless mutually
consented to in writing.

     4. Status as Independent Contractor.  Consultant's engagement pursuant to
this Agreement shall be as independent contractor and not as an employee,
officer or other agent of Decor. Neither party to this Agreement shall represent
or hold itself out to be the employer or employee of the other.

     5. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
principles of conflicts of law, and the parties irrevocably agree to submit any
controversy or claim arising out of or relating to this Agreement to binding
arbitration conducted in the State of New York, City of New York, in accordance
with the rules of the American Arbitration Association in New York City. This
Agreement may be executed simultaneously in counterparts, each of which will be

deemed to be an original but all of which together will constitute one and the
same instrument. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. This Agreement
contains the entire understanding of the parties hereto with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties.


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     If this Agreement accurately reflects your understanding of our agreement,
kindly sign the enclosed copy of this letter on the space provided below and
return it to me at your earliest convenience.

                                            Very truly yours,

                                            Decor Group, Inc.


                                            /s/ Max Munn
                                            ---------------------------
                                            Max Munn
                                            Chairman of the Board

Agreed to and Accepted as of
the Date First Written Above:


/s/ Matthew Harriton
--------------------------
Matthew Harriton


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