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                                                                   Exhibit 4


                                                              EXECUTION COPY


                  The securities evidenced by this certificate have not been
                  registered under the Securities Act of 1933, as amended
                  (the "Act"), or applicable state securities laws and may
                  not be sold, transferred, assigned, offered, pledged or
                  otherwise disposed of unless (i) there is an effective
                  registration statement under the Act and such laws
                  covering such securities or (ii) such sale, transfer,
                  assignment, offer, pledge or other disposition is exempt
                  from the registration and prospectus delivery requirements
                  of the Act and such laws.

                            FALCON PRODUCTS, INC.

                           STOCK PURCHASE WARRANT
                           ----------------------

Date of Issuance:  June 15, 2004                          Certificate No. W-1

                  THIS CERTIFIES THAT, for value received, OCM Principal
Opportunities Fund II, L.P., a Delaware limited partnership, or its
registered assign (the "Registered Holder") is entitled to subscribe for and
                        -----------------
purchase from Falcon Products, Inc., a Delaware corporation (the "Company"),
                                                                  -------
an aggregate of 1,841,715 fully paid and nonassessable shares of Common
Stock, par value $0.02 per share, of the Company, at a price per share of
$0.02 (subject to adjustment from time to time hereunder and, as so
adjusted, the "Exercise Price"), on the terms specified below. This Warrant
               --------------
is issued by the Company pursuant to the Amended and Restated Loan and
Security Agreement, dated as of January 15, 2004 (as the same has been and
may be amended, restated or modified from time to time, the "Loan
                                                             ----
Agreement"), among Fleet Capital Corporation, a Rhode Island corporation,
---------
individually as a Lender and as Agent for itself and any other financial
institution which is or becomes a party thereto (each such financial
institution, including Fleet, individually, a "Lender"), the Lenders
                                               ------
(including OCM Principal Opportunities Fund II, L.P.) and each of the
Company, Shelby Williams Industries, Inc., a Delaware corporation, and
Sellers & Josephson Inc., a New Jersey corporation. Certain capitalized
terms used herein are defined in Section 5 hereof. The amount of securities
                                 ---------
obtainable pursuant to the rights granted hereunder is subject to adjustment
pursuant to the provisions contained in this Warrant (as so adjusted, the
"Warrant Share Number").
 --------------------

                  This Warrant is subject to the following provisions:

                  Section 1. Exercise of Warrant.
                             -------------------

                  1A. Exercise Period. The Registered Holder may exercise,
                      ---------------
in whole or in part, the purchase rights represented by this Warrant at any
time and from time to time after the Date of Issuance to and including the
tenth anniversary thereof (the "Exercise Period"). The Closing Date under
                                ---------------
the Loan Agreement shall be deemed the "Date of Issuance" of this Warrant,
                                        ----------------
regardless of the number of times new certificates representing the
unexpired and unexercised


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rights formerly represented by this Warrant shall be issued. The Company
shall give the Registered Holder written notice of the expiration of the
rights hereunder at least 30 days but not more than 90 days prior to the end
of the Exercise Period.

                  1B. Exercise Procedure.
                      ------------------

                  (i) This Warrant shall be deemed to have been exercised
when there shall have been delivered to the office of the Company, 9387
Dielman Industrial Drive, St. Louis, MO 63132, all of the following items
(the "Exercise Time"):
      -------------

                  (a) a completed Exercise Agreement, as described in
         Section 1C below, executed by the Person exercising all or part of
         ----------
         the purchase rights represented by this Warrant (the "Purchaser");
                                                               ---------

                  (b) this Warrant;

                  (c) if this Warrant is not registered in the name of the
         Purchaser, an Assignment or Assignments in the form set forth in
         Exhibit II hereto evidencing the assignment of this Warrant to the
         ----------
         Purchaser, in which case the Registered Holder shall have complied
         with the provisions set forth in Section 8 hereof; and

                  (d) either (1) a check payable to the Company in an amount
         equal to the Exercise Price multiplied by the number of shares of
         Common Stock being purchased upon such exercise (the "Aggregate
                                                               ---------
         Exercise Price"), (2) the surrender to the Company of debt or
         --------------
         equity securities, or other obligations, of the Company or any of
         its wholly-owned Subsidiaries in a principal amount (or principal
         amount plus accrued and unpaid interest or yield), or having
         liquidation preference to Common Stock or a Market Price, equal to
         the Aggregate Exercise Price of the number of shares of Common
         Stock being purchased upon such exercise, or (3) a written notice
         to the Company that the Purchaser is exercising the Warrant (or a
         portion thereof) by authorizing the Company to withhold from
         issuance a number of shares of Common Stock issuable upon such
         exercise of the Warrant which when multiplied by the Market Price
         of the Common Stock is equal to the Aggregate Exercise Price (and
         such withheld shares shall no longer be issuable under this
         Warrant).

                  (ii) Certificates for shares of Common Stock purchased
upon exercise of this Warrant shall be delivered by the Company to the
Purchaser within five business days after the Exercise Time. Unless this
Warrant has expired or all of the purchase rights represented hereby have
been exercised, the Company shall prepare a new Warrant, substantially
identical hereto, representing the rights formerly represented by this
Warrant which have not expired or been exercised and shall, within such
five-day period, deliver such new Warrant to the Person designated for
delivery in the Exercise Agreement.

                  (iii) The Common Stock issuable upon the exercise of this
Warrant shall be issued to the Purchaser at the Exercise Time, and the
Purchaser shall become the record holder of such Common Stock at the
Exercise Time.

                                   - 2 -

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                  (iv) The issuance of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to the
Registered Holder or the Purchaser for any issuance tax in respect thereof
or other cost incurred by the Company in connection with such exercise and
the related issuance of shares of Common Stock. Each share of Common Stock
issuable upon exercise of this Warrant shall, upon payment of the Exercise
Price therefor, be fully paid and nonassessable and free from all liens and
charges with respect to the issuance thereof or otherwise. The Company shall
from time to time take all such action as may be necessary to ensure that
the par value per share of the unissued Common Stock acquirable upon
exercise of this Warrant is at all times equal to or less than the Exercise
Price then in effect.

                  (v) The Company shall not close its books against the
transfer of this Warrant or of any share of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the
timely exercise of this Warrant.

                  (vi) The Company shall assist and cooperate with any
Registered Holder or Purchaser required to make any governmental filings or
obtain any governmental approvals prior to or in connection with any
exercise of this Warrant (including, without limitation, making any filings
required to be made by the Company).

                  (vii) Notwithstanding any other provision hereof, if an
exercise of any portion of this Warrant is to be made in connection with a
registered public offering or the sale of the Company, the exercise of any
portion of this Warrant may, at the election of the holder hereof, be
conditioned upon the consummation of the public offering or sale of the
Company, in which case such exercise shall not be deemed to be effective
until, and the Effective Time shall be deemed to occur upon, the
consummation of such transaction.

                  (viii) The Company has reserved and shall at all times
continue to reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of issuance upon the exercise
of the Warrants, such number of shares of Common Stock issuable upon the
exercise of all outstanding Warrants. All shares of Common Stock which are
so issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Company shall
take all such actions as may be necessary to ensure that all such shares of
Common Stock may be so issued without violation of any applicable law or
governmental regulation or any requirement of any domestic securities
exchange upon which shares of Common Stock may be listed (except for
official notice of issuance which shall be immediately delivered by the
Company upon each such issuance). The Company shall not take any action
which would cause the number of authorized but unissued shares of Common
Stock to be less than the number of such shares required to be reserved
hereunder for issuance upon exercise of the Warrants. For so long as any
Warrant is outstanding, the Company shall not effect a combination or
"reverse split" of shares of Common Stock, without the prior written consent
of the Majority Holders, which consent shall not be withheld unreasonably.

                  1C. Exercise Agreement. Upon any exercise of this Warrant,
                      ------------------
the Exercise Agreement shall be substantially in the form set forth in
Exhibit I hereto, except that if the shares of Common Stock are not to be
---------
issued in the name of the Person in whose name this Warrant is


                                   - 3 -

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registered, the Exercise Agreement shall also state the name of the Person
to whom such shares of Common Stock, and the certificates representing such
shares, are to be issued, and if the number of shares of Common Stock to be
issued does not include all the shares of Common Stock purchasable
hereunder, it shall also state the name of the Person to whom a new Warrant
for the unexercised portion of the rights hereunder is to be delivered. Such
Exercise Agreement shall be dated the actual date of execution thereof.

                  Section 2. Adjustment of Exercise Price and Number of
                             ------------------------------------------
Shares. In order to prevent dilution of the rights granted under this
------
Warrant, the Exercise Price, and the number of shares of Common Stock
obtainable upon exercise of this Warrant, shall be subject to adjustment
from time to time as provided in this Section 2.

                  2A. Reclassification. If the Company, at any time or from
                      ----------------
time to time while this Warrant is outstanding and unexpired, shall
reclassify or otherwise change the securities issuable upon exercise of this
Warrant (other than as a result of a subdivision or combination, stock
dividend, or reorganization, merger, consolidation or sale of assets, each
as provided for below), the Company shall, as a condition precedent to such
transaction, execute a new Warrant providing that the Registered Holder
shall have the right to exercise such new Warrant and upon such exercise to
receive, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock or other
securities, money or property receivable upon such reclassification or
change which such Registered Holder would have received for one share of
Common Stock had such Registered Holder exercised this Warrant in full
immediately prior to such reclassification or change. Such new Warrant shall
contain terms no less favorable to the holder thereof than the terms hereof,
including by providing for adjustments which are as nearly equivalent as
practicable to the adjustments provided for in this Section 2. The
provisions of this Section 2A shall similarly apply to successive
reclassifications or changes.

                  2B. Subdivisions or Combination of Common Stock. If the
                      -------------------------------------------
Company at any time shall subdivide (whether by stock split, stock dividend
or otherwise) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the number of shares of Common Stock
obtainable upon exercise of this Warrant shall be proportionately increased
and the Exercise Price shall be proportionately decreased. If the Company at
any time shall combine (whether by reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number
of shares, the number of shares of Common Stock obtainable upon exercise of
this Warrant shall be proportionately decreased and the Exercise Price shall
be proportionately increased.

                  2C. Reorganizations, Mergers, Consolidations or Sale of
                      ---------------------------------------------------
Assets. If at any time or from time to time while this Warrant is
------
outstanding and unexpired there shall be a capital reorganization of the
Company's Common Stock (other than a combination, subdivision or
reclassification of shares provided for elsewhere in this Warrant) or merger
or consolidation of the Company with or into another entity, or the sale of
all or substantially all of the Company's assets to another corporation
then, as a part of such reorganization, merger, consolidation or sale,
lawful provision shall be made so that the Registered Holder shall
thereafter be entitled to receive upon exercise of this Warrant, during the
Exercise Period and upon payment of the Exercise


                                   - 4 -

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Price then in effect, the number and type of shares of stock, other
securities or property to which a holder of the Common Stock issuable upon
exercise of this Warrant would have been entitled in such reorganization,
merger, consolidation or sale if this Warrant had been exercised immediately
before that reorganization, merger, consolidation or sale. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Warrant with respect to the rights and interests of the Registered
Holder after such reorganization, merger, consolidation or sale so that the
provisions of this Warrant (including adjustment of the Exercise Price and
Warrant Share Number) shall be applicable in relation to any shares or other
property deliverable after such event upon exercise of this Warrant. This
provision shall apply to any successive reorganization, merger,
consolidation or sale.

                  2D. Stock Dividends. If the Company at any time or from
                      ---------------
time to time while this Warrant is outstanding and unexpired shall pay a
dividend with respect to its Common Stock payable in, or make any other
distribution of, shares of Common Stock (except any distribution
specifically provided for above), then from and after the record date fixed
for the determination of stockholders entitled to receive such dividend or
distribution, the Exercise Price shall be proportionately decreased and the
Warrant Share Number shall be proportionately increased.

                  2E. Other Dividends. If the Company at any time and from
                      ---------------
time to time while this Warrant is outstanding and unexpired shall pay a
dividend with respect to its Common Stock other than in the form of Common
Stock, then from and after the record date fixed for the determination of
stockholders entitled to receive such dividend or distribution, adequate
provision shall be made so that the Registered Holder shall receive a pro
rata share of such dividend, as and when it is paid to holders of Common
Stock, based upon the maximum number of shares of Common Stock issuable to
such Registered Holder under this Warrant at such time.

                  2F. Increase in Warrant Share Number in Connection with
                      ---------------------------------------------------
Certain Issuances of Common Stock.
---------------------------------

                  (i) If, at any time and from time to time while this
Warrant is outstanding and unexpired, the Company issues or sells, or in
accordance with Section 2F(ii) is deemed to have issued or sold, any share
of Common Stock, other than Excluded Issuances, for a consideration per
share less than the Market Price in effect immediately prior to such issue
or sale, then immediately upon such issue or sale the Warrant Share Number
shall increase to that number equal to the amount determined by multiplying
the Warrant Share Number as in effect immediately prior to such issue or
sale (or deemed issue or sale, as applicable) by a fraction, (x) the
denominator of which is the sum of (1) the product derived by multiplying
the Market Price in effect immediately prior to such issue or sale by the
number of shares of Common Stock outstanding immediately prior to such issue
or sale (or deemed issue or sale), plus (2) the consideration, if any,
received by the Company upon such issue or sale (or deemed issue or sale),
and (y) the numerator of which is the product of (1) the Market Price in
effect immediately prior to such issue or sale, multiplied by (2) the number
of shares of Common Stock outstanding immediately after such issue or sale.

                  (ii) For purposes of determining the adjusted Warrant
Share Number under Section 2F(i), the following shall be applicable:


                                   - 5 -

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                  (a) Issuance of Rights or Options. If the Company in any
                      -----------------------------
         manner grants or sells any Options and the lowest price per share
         for which any one share of Common Stock is issuable upon the
         exercise of any such Option, or upon conversion or exchange of any
         Convertible Security issuable upon exercise of such Option, is less
         than the Market Price in effect immediately prior to the time of
         the granting or sale of such Option, then such share of Common
         Stock shall be deemed to have been issued and sold by the Company
         at such time for such price per share. For purposes of this
         paragraph, the "lowest price per share for which any one share of
         Common Stock is issuable" shall be equal to the sum of the lowest
         amounts of consideration (if any) received or receivable by the
         Company with respect to any one share of Common Stock upon the
         granting or sale of the Option, upon exercise of the Option and
         upon conversion or exchange of any Convertible Security issuable
         upon exercise of such Option. No further increase in the Warrant
         Share Number shall be made upon the actual issue of such Common
         Stock or of such Convertible Security upon the exercise of such
         Options or upon the actual issue of such Common Stock upon
         conversion or exchange of such Convertible Security (to the extent
         that such Common Stock was previously deemed issued pursuant to
         this section and the Warrant Share Number was previously increased
         on account of such deemed issuance).

                  (b) Issuance of Convertible Securities. If the Company in
                      ----------------------------------
         any manner issues or sells any Convertible Security and the lowest
         price per share for which any one share of Common Stock is issuable
         upon conversion or exchange thereof is less than the Market Price
         in effect immediately prior to the time of such issue or sale, then
         such share or shares of Common Stock shall be deemed to have been
         issued and sold by the Company at such time for such price per
         share. For the purposes of this paragraph, the "lowest price per
         share for which any one share of Common Stock is issuable" shall be
         equal to the sum of the lowest amounts of consideration (if any)
         received or receivable by the Company with respect to any one share
         of Common Stock upon the issuance of the Convertible Security and
         upon the conversion or exchange of such Convertible Security. No
         further increase in the Warrant Share Number shall be made upon the
         actual issue of such Common Stock upon conversion or exchange of
         any Convertible Security (to the extent that such Common Stock was
         previously deemed issued pursuant to this section and the Warrant
         Share Number was previously increased on account of such deemed
         issuance), and if any such issue or sale of such Convertible
         Security is made upon exercise of any Options for which increases
         in the Warrant Share Number had been or are to be made pursuant to
         other provisions of this Section 2, no further adjustment of the
         Warrant Share Number shall be made by reason of such issue or sale.

                  (c) Change in Option Price or Conversion Rate. If the
                      -----------------------------------------
         purchase price provided for in any Options, the additional
         consideration, if any, payable upon the issue, conversion or
         exchange of any Convertible Securities, or the rate at which any
         Convertible Securities are convertible into or exchangeable for
         Common Stock is reduced at any time, the Warrant Share Number in
         effect at the time of such change shall be increased immediately to
         the Warrant Share Number which would have been in effect at such
         time (had such Options or Convertible Securities still outstanding
         provided for such changed purchase price, additional consideration
         or changed conversion rate, as the case


                                   - 6 -

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         may be, at the time initially granted, issued or sold. For purposes
         of this Section 2F, if the terms of any Option or Convertible
         Security which was outstanding as of the Date of Issuance are
         changed in the manner described in the immediately preceding
         sentence, then such Option or Convertible Security and the Common
         Stock deemed issuable upon exercise, conversion or exchange thereof
         shall be deemed to have been issued as of the date of such change.

                  (d) Treatment of Expired Options and Unexercised
                      --------------------------------------------
         Convertible Securities. Upon the expiration or termination (without
         ----------------------
         exercise) of any Option or right to convert or exchange any
         Convertible Securities issued after the Date of Issuance, the
         Warrant Share Number then in effect shall be reduced immediately to
         the Warrant Share Number which would have been in effect with
         respect to this Warrant at the time of such expiration or
         termination (determined excluding any rights hereunder which were
         previously exercised) had such Option or Convertible Securities, to
         the extent outstanding immediately prior to such expiration or
         termination, never been issued.

                  (e) Calculation of Consideration Received. If any Common
                      -------------------------------------
         Stock, Options or Convertible Securities are issued or sold or
         deemed to have been issued or sold for cash, the consideration
         received therefor shall be deemed to be the net amount received by
         the Company therefor. In case any Common Stock, Options or
         Convertible Securities are issued or sold for a consideration other
         than cash, the amount of the consideration other than cash received
         by the Company shall be the fair value of such consideration,
         except where such consideration consists of securities, in which
         case the amount of consideration received by the Company shall be
         the Market Price thereof as of the date of receipt. In case any
         Common Stock, Options or Convertible Securities are issued to the
         owners of the non-surviving entity in connection with any merger in
         which the Company is the surviving corporation, the amount of
         consideration therefor shall be deemed to be the fair value of such
         portion of the net assets and business of the non-surviving entity
         as is attributable to such Common Stock, Options or Convertible
         Securities, as the case may be. The fair value of any consideration
         other than cash or securities shall be determined jointly by the
         Company and the Majority Holders. If such parties are unable to
         reach agreement within a reasonable period of time, such fair value
         shall be determined by an appraiser jointly selected by the Company
         and the Majority Holders. The determination of such appraiser shall
         be final and binding on the Company and the Registered Holder, and
         the fees and expenses of such appraiser shall be paid by the
         Company.

                  (f) Integrated Transactions. In case any Option is issued
                      -----------------------
         in connection with the issue or sale of other securities of the
         Company, together comprising one integrated transaction in which no
         specific consideration is allocated to such Options by the parties
         thereto, the Options shall be deemed to have been issued without
         consideration.

                  (g) Excluded Issuances. For purposes of the foregoing,
                      ------------------
         "Excluded Issuances" means (i) issuances after the Date of Issuance
          ------------------
         aggregating not more than 3,074,163 shares of Common Stock (as
         appropriately adjusted hereafter for stock splits, stock dividends,
         combinations of shares and similar recapitalizations) issued
         pursuant to Options or Convertible Securities outstanding as of the
         Date of Issuance, (ii) issuances after the Date


                                   - 7 -

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         of Issuance aggregating not more than 949,000 shares of Common
         Stock (as appropriately adjusted hereafter for stock splits, stock
         dividends, combinations of shares and similar recapitalizations) to
         employees of the Company pursuant to an incentive plan authorized
         by the board of directors of the Company, and (iii) issuances or
         sales, and transactions deemed to be issuances or sales pursuant to
         Section 2F(ii), of shares of Common Stock for which an increase in
         the Warrant Share Number is made pursuant to Section 2H hereof in
         connection with the Required Issuance.

                  2G. Adjustment of Exercise Price. Upon each adjustment in
                      ----------------------------
the Warrant Share Number pursuant to Section 2F, the Exercise Price shall be
changed to the product obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment in Warrant Share Number by a fraction,
(i) the numerator of which shall be the Warrant Share Number immediately
prior to such adjustment and (ii) the denominator of which shall be the
Warrant Share Number immediately after such adjustment; provided that,
                                                        --------
without limiting the Company's obligations pursuant to Section 1B(iv) above,
in no event shall the Exercise Price at any time be less than the par value
per share of one share of Common Stock.

                  2H. Increase in Warrant Share Number in connection with
                      ---------------------------------------------------
Required Issuance.
-----------------

                  (i) Pursuant to the Loan Agreement, the Company has agreed
that, on or after the Date of Issuance and prior to September 30, 2004, it
shall obtain at least $2,500,000 in net cash proceeds from one or more sales
of Junior Securities (as defined in the Loan Agreement) (the "Required
                                                              --------
Issuance"). Upon consummation from time to time of any issuance or sale of
--------
shares of Common Stock, or any transaction deemed to be an issuance or sale
of shares of Common Stock under Section 2F(ii), in connection with the
Required Issuance, the Warrant Share Number shall automatically increase by
an amount equal to the product of (A) the maximum number of shares of Common
Stock so issued or deemed to be so issued, multiplied by (B) 0.1765 (i.e.,
15/85). Each increase pursuant to this Section 2H in the Warrant Share
Number shall be deemed for all purposes of this Warrant to be effective as
of the Date of Issuance.

                  (ii) Except for any issuance or sale described in clause
(i) or clause (ii) of the definition of "Excluded Issuances" and except for
the issuance of this Warrant, for purposes of applying this Section 2H, each
issuance or sale of shares of Common Stock on or after the Date of Issuance,
and each other transaction on or after the Date of Issuance deemed to be an
issuance or sale of shares of Common Stock under Section 2F(ii), shall be
deemed to be in connection with the Required Issuance, except to the extent
expressly excluded therefrom under Section 2H(iii) below.

                  (iii) Any issuance or sale of shares of Common Stock
consummated after the Date of Issuance and after such time as the Company
shall have received net cash proceeds of $2,500,000 from the sale of Junior
Securities (as defined in the Loan Agreement) (other than any issuance or
sale arising from or related to any transaction occurring at or prior to
such time) shall be deemed excluded from, and thus not in connection with,
the Required Issuance.

                                   - 8 -

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<PAGE>

                  2I. Other Dilutive Events. The Board of Directors shall
                      ---------------------
make such additional increases in the Warrant Share Number as is necessary
or appropriate to effectuate the essential intent and principles established
in Sections 2A through 2H above so as to preserve the purchase rights
represented by each Warrant.

                  Section 3. Notices. Whenever the number of shares of
                             -------
Common Stock purchasable hereunder or the Exercise Price thereof shall be
adjusted pursuant to Section 2 hereof, the Company shall provide written
notice in accordance with Section 11 hereof, to the Registered Holder
setting forth in reasonable detail the event requiring adjustment, the
amount of the adjustment, the method by which such adjustment was
calculated, and the number of shares of Common Stock which may be purchased
and the Exercise Price therefor after giving effect to such adjustment.

                  Section 4. Treasury Shares. The number of shares of Common
                             ---------------
Stock outstanding at any given time does not include shares owned or held by
or for the account of the Company or any Subsidiary, and the disposition of
any shares so owned or held shall be considered an issue or sale of Common
Stock.

                  Section 5. Definitions. The following terms have meanings
                             -----------
set forth below:

                  "Convertible Securities" means any stock or securities
                   ----------------------
(directly or indirectly) convertible into or exchangeable for Common Stock.

                  "Majority Holders" at any time means the holder(s) of
                   ----------------
Warrants then outstanding and exercisable to acquire that number of shares
of Common Stock representing a majority of the shares of Common Stock then
issuable upon exercise of all Warrants then outstanding.

                  "Market Price" as to any security as of any day means the
                   ------------
average of the closing prices of such security's sales on all domestic
securities exchanges on which such security may at the time be listed, for
each of the immediately preceding 20 business days (and for any such
business day on which there have been no sales on any such exchange, the
average of the highest bid and lowest asked prices on all such exchanges at
the end of such day or, if on any such business day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, on such business day, or, if
on any such business day such security is not quoted in the NASDAQ System,
the average of the highest bid and lowest asked prices on such business day
in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization). At
any time such security is listed on any domestic securities exchange, the
term "business days" as used in this definition means business days on which
such exchange is open for trading. At any time such security is not listed
on any domestic securities exchange or quoted in the NASDAQ System or the
domestic over-the-counter market, the "Market Price" shall be the fair value
thereof determined jointly by the Company and the Majority Holders; provided
that if such parties are unable to reach agreement within a reasonable
period of time, such fair value shall be determined by an appraiser jointly
selected by the Company and the Majority Holders. The determination of such
appraiser shall be final and binding on the Company and the


                                   - 9 -

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<PAGE>

Registered Holders of the Warrants, and the fees and expenses of such
appraiser shall be paid by the Company.

                  "Options" means any rights or options to subscribe for or
                   -------
purchase Common Stock or Convertible Securities, other than any right or
option otherwise exempted with the approval of the Registered Holder.

                  "Person" means an individual, a partnership, a joint
                   ------
venture, a corporation, a limited liability company, a trust, an
unincorporated organization and a government or any department or agency
thereof.

                  Other capitalized terms used in this Warrant but not
defined herein shall have the meanings set forth in the Loan Agreement.

                  Section 6. No Voting Rights; Limitations of Liability.
                             ------------------------------------------
This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company until the Warrant shall have
been exercised and the Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein. No provision hereof, in
the absence of affirmative action by the Registered Holder to purchase
Common Stock, and no enumeration herein of the rights or privileges of the
Registered Holder shall give rise to any liability of such holder for the
Exercise Price of Common Stock acquirable by exercise hereof or as a
stockholder of the Company.

                  Section 7. Restrictive Legend. The shares issuable upon
                             ------------------
exercise of this Warrant (unless registered under the Securities Act of
1933) shall be stamped or imprinted with a legend in substantially the
following form:

                  "The securities evidenced by this certificate have not
                  been registered under the Securities Act of 1933, as
                  amended (the "Act"), or applicable state securities laws
                  and may not be sold, transferred, assigned, offered,
                  pledged or otherwise disposed of unless (i) there is an
                  effective registration statement under the Act and such
                  laws covering such securities or (ii) such sale, transfer,
                  assignment, offer, pledge or other disposition is exempt
                  from the registration and prospectus delivery requirements
                  of the Act and such laws."

The Registered Holder acknowledges and agrees to comply with the
restrictions applicable to this Warrant set forth in the legend imprinted
hereon, as well as those applicable to any shares issued upon the exercise
of this Warrant as set forth in the legend described immediately above.

                                   - 10 -

<PAGE>
<PAGE>

                  Section 8. Warrant Transferable. Subject to the transfer
                             --------------------
conditions referred to in the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in whole or in part, without charge to
the Registered Holder, upon surrender of this Warrant with a properly
executed Assignment (in the form of Exhibit II hereto) at the principal
                                    ----------
office of the Company.

                  Section 9. Warrant Exchangeable for Different
                             ----------------------------------
Denominations. This Warrant is exchangeable, upon the surrender hereof by
-------------
the Registered Holder at the principal office of the Company, for new
Warrants of like tenor representing in the aggregate the purchase rights
hereunder, and each of such new Warrants shall represent such portion of
such rights as is designated by the Registered Holder at the time of such
surrender. All Warrants representing portions of the rights hereunder are
referred to herein as the "Warrants."
                           --------

                  Section 10. Replacement. Upon receipt of evidence
                              -----------
reasonably satisfactory to the Company (it being acknowledged by the Company
that an affidavit of the Registered Holder is deemed to be reasonably
satisfactory) of the ownership and the loss, theft, destruction or
mutilation of this Warrant, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Company, or, in the case of any such mutilation upon surrender of such
Warrant, the Company shall (at its expense, except for the cost of any lost
security indemnity bond required, which shall be paid by the Registered
Holder) execute and deliver in lieu of such Warrant a new Warrant of like
kind representing the same rights represented by such lost, stolen,
destroyed or mutilated Warrant and dated the date of such lost, stolen,
destroyed or mutilated Warrant.

                  Section 11. No Impairment.
                              -------------

                  The Company will not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization, transfer
of assets, dissolution, issue or sale of securities or any other voluntary
action or agreement, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action
as may be necessary or appropriate in order to protect the rights of the
holder of the Warrants against dilution, exercise or other impairment.

                  Section 12. Notices. Except as otherwise expressly
                              -------
provided herein, all notices, demands and other communications given or
delivered under this Warrant shall be in writing and shall be deemed to have
been given (a) if sent by registered or certified mail in the United States,
return receipt requested, upon actual receipt; (b) if sent by reputable
overnight air courier (such as DHL or Federal Express), prepaid for
overnight delivery, one Business Day after being so sent; (c) if sent by
telecopy or facsimile transmission (and receipt is confirmed), when
transmitted at or before 5:00 p.m. local time at the location of receipt on
a Business Day, on such Business Day, and if received after 5:00 p.m. on a
Business Day or on a day other than a Business Day, on the next following
Business Day, but only if also sent by reputable overnight air courier
within one Business Day following transmission; prepaid for overnight
delivery, or (d) if otherwise actually personally delivered, when so
delivered. Unless another address is specified in writing, notices, demands
and communications to the Company shall be sent to its principal


                                   - 11 -

<PAGE>
<PAGE>

executive offices and to the Registered Holder shall be send to such
holder's address as it appears in the records of the Company (unless
otherwise indicated by such holder).

                  Section 13. Amendment and Waiver. Except as otherwise
                              --------------------
provided herein, the provisions of the Warrants may be amended and the
Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company has obtained the
written consent of the Registered Holder.

                  Section 14. Descriptive Headings; Governing Law. The
                              -----------------------------------
descriptive headings of the several Sections and paragraphs of this Warrant
are inserted for convenience only and do not constitute a part of this
Warrant. The corporation laws of the State of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by the internal law of the
State of Delaware, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Delaware or any other
jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Delaware.

                                 * * * * * *






                                   - 12 -

<PAGE>
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to
be signed and attested by its duly authorized officers under its corporate
seal and to be dated the Date of Issuance hereof.

                                            FALCON PRODUCTS, INC.

                                            By
                                              ------------------------------
                                            Its
                                               -----------------------------

[Corporate Seal]

Attest:


-----------------------------
Title:
      -----------------------




<PAGE>
<PAGE>

                                                                   EXHIBIT I


                             EXERCISE AGREEMENT
                             ------------------

To:                                    Dated:

                  The undersigned, pursuant to the provisions set forth in
the attached Warrant (Certificate No. W-____), hereby agrees to subscribe
for the purchase of ______ shares of the Common Stock covered by such
Warrant and makes payment herewith in full therefor at the price per share
provided by such Warrant.

                                            Signature
                                                     -------------------------
                                            Address
                                                   ---------------------------




<PAGE>
<PAGE>


                                                                  EXHIBIT II

                                 ASSIGNMENT
                                 ----------

                  FOR VALUE RECEIVED, ______________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (Certificate No. W-_____) with respect to the number of
shares of the Common Stock covered thereby set forth below, unto:

Names of Assignee             Address               No. of Shares
-----------------             -------               -------------




                                            Signature
                                                       ------------------------

                                                       ------------------------
                                            Witness
                                                       ------------------------