March __, 2001

Stylecraft Lamps, Inc.
Petals, Inc.
c/o Interiors, Inc.
320 Washington Street
Mount Vernon, NY 10553
Attn: Max Munn

Dear Max:

            Reference is made to the $5,000,000 Senior Subordinated Secured Note
Due 2002, dated as of March __, 2001, issued by Stylecraft Lamps, Inc., a
Tennessee corporation ("Stylecraft"), and Petals, Inc., a Delaware corporation
("Petals," and, with Stylecraft, the "Companies"), to the order of Interiors
Investors, L.L.C., a Delaware limited liability company ("Investors"), (such
note, as amended, restated, supplemented or otherwise modified from time to
time, the "Note"). Capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Note.

            This letter (this "Letter Agreement") serves to confirm our mutual
understanding that, notwithstanding anything contained in the Note or any of the
other Loan Documents to the contrary, in addition to any principal or interest
payable in respect of the Note, in the event that Interiors, Inc., a Delaware
corporation and owner of 100% of the capital stock of the Companies
("Interiors"), consummates any Special Sale (as hereinafter defined) at any time
prior to the later of (i) the third anniversary of the date hereof or (ii) the
payment in full of all of the principal and interest owing to Investors under
the Note, then the Companies shall be required to pay to Investors, in cash, an
amount equal to (x) $2,200,000 plus (y) $125,000 for each full calendar month
(plus a ratable amount thereof for each portion of a calendar month) elapsed
during the period commencing on October 1, 2001 and ending on the transaction
closing date of the first such Special Sale (such amount, the "Special Sale
Payment"). Following the occurrence of one or more Special Sales, the
consideration derived from such Special Sale(s) shall be determined in
accordance with the definition of Sale Consideration provided herein and
disbursement of such Sale Consideration shall be made pursuant to the terms of
the Note and the other Loan Documents. It is expressly acknowledge that the
obligations of the Companies hereunder constitute "Obligations" under (and as
defined in) the Note.

            For purposes of this Letter Agreement, the following definitions
shall apply:

            "Special Sale" shall mean the occurrence of the sale of all or
substantially all of the assets and/or capital stock of either or both of
Stylecraft and Petals.

            "Sale Consideration" shall mean the total amount of cash and the
fair market value of all securities or other property paid or payable directly
or indirectly to Interiors or any of its security holders in connection with a
Special Sale, including, without limitation, (i) amounts

<PAGE>

paid (A) pursuant to covenants not to compete, employment contracts, employee
benefit plans or other similar arrangements, (B) to holders of any warrants or
convertible securities of the Special Sale subsidiary being sold and (C) to
holders of any options or stock appreciation rights issued by the Special Sale
subsidiary being sold, whether or not vested; (ii) the total amount of
indebtedness for borrowed money or similar non-trade liabilities or obligations
(including, without limitation, pension liabilities and guarantees) of the
Special Sale subsidiary sold which are repaid, retired, extinguished or assumed
in connection with the Special Sale; and (iii) in the case of a sale of
substantially all of the assets of a Special Sale subsidiary, the total
consideration paid for such assets. Amounts paid in escrow in connection with
any Special Sale shall also be included as part of the Sale Consideration at the
time of the establishment of such escrow.

                                   **********


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<PAGE>

            If this Letter Agreement accurately sets forth your understanding
and agreement with respect to the foregoing, please acknowledge your acceptance
hereof by signing a copy of this Letter Agreement in the space provided below
and returning an executed copy to the undersigned.

                                        Very truly yours,

                                        INTERIORS INVESTORS, L.L.C.


                                        By:_____________________________________
                                        Name:
                                        Title:

ACCEPTED AND AGREED AS OF
THE ___ DAY OF MARCH 2001:

STYLECRAFT LAMPS, INC.

By:_______________________________
Name:
Title:


PETALS, INC.

By:_______________________________
Name:
Title:

ACKNOWLEDGED AS OF
THE ___ DAY OF MARCH 2001:

FOOTHILL CAPITAL CORPORATION,
as Senior Lender to the Companies


By:_______________________________
Name:
Title:


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