Form of Bridge Loan Agreements

March 18, 1996


Mr. Max Munn President Decor Group, Inc. 320 Washington Street Mt. Vernon, NY 10553


Re: Bridge Loan


Dear Mr. Munn:


This letter summarizes our agreement as follows:


1. Bridge Loan. Upon the execution of this letter, the undersigned ("Lender") shall loan (the "Loan")___________________________________________ to Decor Group, Inc., a Delaware corporation (the "Company"), pursuant to the terms of a certain promissory note in the amount of ____________ (i) payable on the earlier of March 18, 1997 or (ii) the closing of the Company's next public offering (the "Note"). The form of the Note is attached hereto as Exhibit A. Concurrently, with the execution of this letter, the Company shall execute and deliver the Note to Lender.


2. Issuance of Bridgeholder's Warrants. As additional consideration, solely for making the Loan, the Company hereby grants to Lender the right to receive ____________________ Class A Redeemable Common Stock Purchase Warrants (the "Bridgeholder's Warrants") of the Company. The terms and conditions of the Bridgeholder Warrants will be identical to the terms and conditions of the Class A Warrants being offered to the public pursuant to the Company's next Public Offering (the "Public Offering"). At any time following the date on which the next registration statement (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the


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Mr. Max Munn March 18, 1996


"Commission") under the Securities Act of 1933, as amended (the "Securities Act") is declared effective by the Commission, Lender may exercise its right to receive the Bridgeholder's Warrants by delivering notice thereof to the Company and the Company will deliver to Lender certificates representing each of the Bridgehold ...