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EXHIBIT 10.49

                         FORM OF SUBSCRIPTION AGREEMENT


                                                      March 3, 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) Five Hundred Thousand
(500,000) newly issued shares of Series A Convertible Preferred Stock (the
"Series A Preferred Stock") and an option (the "Option") to purchase Twenty
Million (20,000,000) shares of Series B Non-Convertible Preferred Stock, a form
of which is attached hereto as Exhibit "A", of Decor Group, Inc. (the
"Corporation"). The Series A Preferred Stock and the Option shall be
collectively referred to as the "Securities". As payment for the Securities, the
Investor agrees to issue Two Hundred Thousand (200,000) shares of the Investor's
Class A Common Stock, and Two Hundred Thousand (200,000) shares of the
Investor's Series A Preferred Stock (collectively the "Interiors 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 Securities have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or under any applicable state securities law. The Investor further understands
that the Securities are being issued in reliance on the exemption from the
registration requirements of the Securities Act provided by Section 4(2) thereof
or Regulation D promulgated under the Securities Act, and in reliance on
exemptions from the registration requirements of certain state Securities laws,
on the grounds that the offering invo1ved has been made to a limited number of
potential investors.

     (b) The Investor is acquiring the Securities for its 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
Securities and has such knowledge and experience in financial and business
matters, and knowledge of the


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business of the Corporation.

     (d) The Investor has received all information with respect to the
Corporation it 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 Securities involves
substantial risks. In deciding whether to invest in the Securities, the Investor
has weighed these risks against the potential return. Considering all relevant
factors in its financial and corporate circumstances, the Investor is able to
bear the economic risk of the investment. The Investor has adequate means of
providing for its current needs and possible personal contingencies and has no
need in the foreseeable future for liquidity of its investment in the
Securities.

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

     (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 Securities or (ii) passed on or endorsed the merits of the offering of the
Securities.

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

     (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.

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     (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 its 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. 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.

     7. 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.

     8. 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 3rd day of March 1996.

                                       INTERIORS, INC.



                                       By: /s/ [Illegible]
                                          --------------------------------
                                          Name:  
                                          Title:  Pres.



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

DECOR GROUP, INC.


By: _____________________________
    Donald Feldman
    President
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     (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 its obligation 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. 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.

     7. 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.

     8. 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 3rd day of March 1996.

                                       INTERIORS, INC.



                                       By: 
                                          --------------------------------
                                          Name:  
                                          Title:  Pres.



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

DECOR GROUP, INC.


By: /s/ Donald Feldman
   ------------------------------
    Donald Feldman
    President