<PAGE>
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS 
AND HAS BEEN ISSUED IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE 
SECURITIES ACT. THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A 
SOLICITATION OF AN OFFER TO BUY THE WARRANT IN ANY JURISDICTION IN WHICH SUCH 
OFFER OR SOLICITATION WOULD BE UNLAWFUL. 

THIS WARRANT MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT 
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND 
UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT 
FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER 
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF AN 
EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL THAT SUCH 
TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT, WHICH OPINION AND 
WHICH COUNSEL SHALL BE SATISFACTORY TO THE COMPANY IN ITS SOLE DISCRETION. 


NO. 2 


                       COMMON STOCK PURCHASE WARRANT A 

                To Purchase 214,286 Shares of Common Stock of 

                                INTERIORS INC. 

   THIS CERTIFIES that, for value received, SOVEREIGN PARTNERS, L.P. (the 
"Investor"), is entitled, upon the terms and subject to the conditions 
hereinafter set forth, from July 27, 1998 (the "Issuance Date"), on or prior 
to July 26, 2003 (the "Termination Date") but not thereafter, to subscribe 
for and purchase from INTERIORS INC., a corporation incorporated in the State 
of Delaware (the "Company"), up to Two Hundred Fourteen Thousand Two Hundred 
Eighty-Six (214,286) shares (the "Warrant Shares") of Class A Common Stock, 
par value US $0.001 per share of the Company (the "Common Stock"). The 
purchase price of one share of Common Stock (the "Exercise Price") under this 
Warrant shall be equal to the lower of either: (i) one hundred twenty percent 
(120%) of the closing bid price of the Common Stock on the Trading Day 
immediately preceding the Issuance Date, or (ii) one hundred twenty percent 
(120%) of the closing bid price of the Common Stock on the reset date (the 
"Reset Date") which shall be a single date during the period commencing on 
the ninety-first (91st) day after the Issuance Date through and including the 
two hundred tenth (210th) day after the Issuance date and which Reset Date 
shall be designated by the holder of the Warrant; plus a premium (the 
"Exercise Premium"). 

                                           
<PAGE>

The Exercise Premium shall equal one half (1/2) of the Premium Price as 
defined herein less the Trigger Price as defined herein provided the Premium 
Price is greater than the Trigger Price. In the event the Premium Price is 
equal to or less than the Trigger Price then the Exercise Premium shall equal 
zero. The "Premium Price" shall be the closing bid price of the Common Stock 
on the Trading Day immediately preceding the date that the notice of exercise 
(the "Exercise Date") was sent to the Issuer, and the "Trigger Price" shall 
be Four Dollars and Eleven Cents (US$4.11) per share. The Exercise Price and 
the number of shares for which the Warrant is exercisable shall be subject to 
adjustment as provided herein. This Warrant is being issued in connection 
with the 7% Convertible Debenture as defined in the 7% Convertible Debenture 
Subscription Agreement (the "Agreement") dated as of the Issuance Date 
between the Company and Investor and is subject to its terms. In the event of 
any conflict between the terms of this Warrant and the Agreement, the 
Agreement shall control. 

   1. Title of Warrant. Prior to the expiration hereof and subject to 
compliance with applicable laws and the restrictions on transfer described 
herein, this Warrant and all rights hereunder are transferable, in whole or 
in part, at the office or agency of the Company by the holder hereof in 
person or by duly authorized attorney, upon surrender of this Warrant 
together with the Assignment Form annexed hereto properly endorsed. 

   2. Authorization of Shares. The Company covenants that all shares of 
Common Stock which may be issued upon the exercise of rights represented by 
this Warrant will, upon exercise of the rights represented by this Warrant 
and payment for the Warrant Shares as provided herein, be duly authorized, 
validly issued, fully paid and nonassessable and free from all taxes, liens 
and charges in respect of the issue thereof (other than those created by the 
Investor and other than taxes in respect of any transfer occurring 
contemporaneously with such issue). 

   3. Exercise of Warrant. Exercise of the purchase rights represented by 
this Warrant may be made in accordance with the following terms and 
conditions: 

   (a) At any time after the ninetieth (90th) day from the Issuance Date and 
prior to the close of business on the Termination Date, or such earlier date 
on which this Warrant may terminate as provided in paragraph 11 below, the 
Holder may exercise its right to purchase up to 35,714 Warrant Shares [equal 
to one-sixth (1/6th) of the aggregate number of the Warrant Shares originally 
issuable on the Issuance Date]; 

   (b) At any time after the one hundred twentieth (120th) day from the 
Issuance Date and before the close of business on the Termination Date, or 
such earlier date on which this Warrant may terminate as provided in 
paragraph 11 below, the Holder may exercise its right to purchase an additional
35,714 Warrant Shares [equal to one-sixth (1/6th) of the aggregate number of
the Warrant Shares originally issuable hereto];

   (c) At any time after the one hundred fiftieth (150th) day from the Issuance
Date and before the close of business on the Termination Date, or such earlier
date on which this Warrant may terminate as provided in paragraph 11 below, the
Holder may exercise its right to




                                2           
<PAGE>

purchase an additional 35,714 Warrant Shares [equal to one-sixth (1/6th) of the
aggregate number of the Warrant Shares originally issuable hereto];


   (d) At any time after the one hundred eightieth (180th) day from the 
Issuance Date and before the close of business on the Termination Date, or 
such earlier date on which this Warrant may terminate as provided in 
paragraph 11 below, the Holder may exercise its right to purchase an 
additional 35,714 Warrant Shares [equal to one-sixth (1/6th) of the aggregate 
number of the Warrant Shares originally issuable hereto]; 

   (e) At any time after the two hundred tenth (210th) day from the Issuance 
Date and before the close of business on the Termination Date, or such 
earlier date on which this Warrant may terminate as provided in paragraph 11 
below, the Holder may exercise its right to purchase an additional 35,715 
Warrant Shares [equal to one-sixth (1/6th) of the aggregate number of the 
Warrant Shares originally issuable hereto]; 

   (f) At any time after the two hundred fortieth (240th) day from the 
Issuance Date and before the close of business on the Termination Date, or 
such earlier date on which this Warrant may terminate as provided in 
paragraph 11 below, the Holder may exercise its right to purchase all 
remaining and outstanding Warrant Shares originally issuable hereto; 

   (g) The exercise of the purchase rights represented by this Warrant may be 
made as set forth in (a)-(f) above by the surrender of this Warrant and the 
Notice of Exercise Form annexed hereto duly executed, at the principal office 
of the Company, 320 Washington Street, Mount Vernon, New York (or such other 
office or agency of the Company as it may designate by notice in writing to 
the registered holder hereof at the address of such holder appearing on the 
books of the Company) and upon payment of the Exercise Price of the shares 
thereby purchased; whereupon the holder of this Warrant shall be entitled to 
receive a certificate for the number of shares of Common Stock so purchased. 
Certificates for shares purchased hereunder shall be delivered to the holder 
hereof within six (6) business days after the date on which this Warrant 
shall have been exercised as aforesaid. Payment of the Exercise Price of the 
shares may be by certified check or cashier's check or by wire transfer to an 
account designated by the Company in an amount equal to the Exercise Price 
multiplied by the number of shares being purchased. 

   4. No Fractional Shares or Scrip/Restrictions on Exercise. No fractional 
shares or scrip representing fractional shares shall be issued upon the 
exercise of this Warrant. 

   5. Charges, Taxes and Expenses. Issuance of certificates for shares of 
Common Stock upon the exercise of this Warrant shall be made without charge 
to the holder hereof for any issue or transfer tax or other incidental 
expense in respect of the issuance of such certificate, all of which taxes 
and expenses shall be paid by the Company, and such certificates shall be 
issued in the name of the holder of this Warrant or in such name or names as 
may be directed by the holder of this Warrant; provided, however, that in the 
event certificates for shares of Common Stock are to be issued in a name 
other than the name of the holder of this Warrant, this Warrant when 
surrendered for exercise shall be accompanied by the Assignment Form attached 
hereto duly executed by the holder hereof; and provided further, that upon 
any transfer 

                                3           
<PAGE>

involved in the issuance or delivery of any certificates for shares of Common 
Stock, the Company may require, as a condition thereto, the payment of a sum 
sufficient to reimburse it for any transfer tax incidental thereto. 

   6. Closing of Books. The Company will at no time close its shareholder 
books or records in any manner which interferes with the timely exercise of 
this Warrant. 

   7. No Rights as Shareholder until Exercise. This Warrant does not entitle 
the holder hereof to any voting rights or other rights as a shareholder of 
the Company prior to the exercise thereof. Upon the surrender of this Warrant 
and the payment of the aggregate Exercise Price, the Warrant Shares so 
purchased shall be and be deemed to be issued to such holder as the record 
owner of such shares as of the close of business on the later of the date of 
such surrender or payment. 

   8. Assignment and Transfer of Warrant. Subject to the restriction on 
transfer described herein, this Warrant may be assigned by the surrender of 
this Warrant and the Assignment Form annexed hereto duly executed at the 
office of the Company (or such other office or agency of the Company as it 
may designate by notice in writing to the registered holder hereof at the 
address of such holder appearing on the books of the Company). 

   9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the 
Company of evidence reasonably satisfactory to it of the loss, theft, 
destruction or mutilation of this Warrant certificate or any stock 
certificate relating to the Warrant Shares, and in case of loss, theft or 
destruction, of indemnity or security reasonably satisfactory to it, and upon 
surrender and cancellation of such Warrant or stock certificate, if 
mutilated, the Company will make and deliver a new Warrant or stock 
certificate of like tenor and dated as of such cancellation, in lieu of such 
Warrant or stock certificate. 

   10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for 
the taking of any action or the expiration of any right required or granted 
herein shall be a Saturday, Sunday or a legal holiday, then such action may 
be taken or such right may be exercised on the next succeeding day not a 
legal holiday. 

   11. Effect of Certain Events. 
       -------------------------

   (a) If at any time the Company proposes (i) to sell or otherwise convey 
all or substantially all of its assets or (ii) to effect a transaction (by 
merger or otherwise) in which more than 50% of the voting power of the 
Company is disposed of (collectively, a "Sale or Merger Transaction"), in 
which the consideration to be received by the Company or its shareholders 
consists solely of cash, the Company shall give the holder of this Warrant 
thirty (30) days' notice of the proposed effective date of the transaction 
specifying that the Warrant shall terminate if the Warrant has not been 
exercised by the effective date of the transaction. 

   (b) In case the Company shall at any time effect a Sale or Merger 
Transaction in which the consideration to be received by the Company or its 
shareholders consists in part of 

                                4           
<PAGE>

consideration other than cash, the holder of this Warrant shall have the 
right thereafter to purchase, by exercise of this Warrant and payment of the 
aggregate Exercise Price in effect immediately prior to such action, the kind 
and amount of shares and other securities and property which it would have 
owned or have been entitled to receive after the happening of such 
transaction had this Warrant been exercised immediately prior thereto. 

   (c) The Company agrees that the Warrant Shares shall be included in the 
Registration Statement to be filed by the Company pursuant to the Agreement. 

   12. Adjustments of Exercise Price and Number of Warrant Shares. The number 
and kind of securities purchasable upon the exercise of this Warrant and the 
Exercise Price (inclusive of the Premium Price and Trigger Price used in 
calculating the Exercise Price) shall be subject to adjustment from time to 
time upon the happening of any of the following. 

   In case the Company shall (i) declare or pay a dividend in shares of 
Common Stock or make a distribution in shares of Common Stock to holders of 
its outstanding Common Stock, (ii) subdivide its outstanding shares of Common 
Stock, (iii) combine its outstanding shares of Common Stock into a smaller 
number of shares of Common Stock or (iv) issue any shares of its capital 
stock in a reclassification of the Common Stock, then the number of Warrant 
Shares purchasable upon exercise of this Warrant immediately prior thereto 
shall be adjusted so that the holder of this Warrant shall be entitled to 
receive the kind and number of Warrant Shares or other securities of the 
Company which he would have owned or have been entitled to receive had such 
Warrant been exercised in advance thereof. Upon each such adjustment of the 
kind and number of Warrant Shares or other securities of the Company which 
are purchasable hereunder, the holder of this Warrant shall thereafter be 
entitled to purchase the number of Warrant Shares or other securities 
resulting from such adjustment at an Exercise Price per such Warrant Share or 
other security obtained by multiplying the Exercise Price in effect 
immediately prior to such adjustment by the number of Warrant Shares 
purchasable pursuant hereto immediately prior to such adjustment and dividing 
by the number of Warrant Shares or other securities of the Company resulting 
from such adjustment. An adjustment made pursuant to this paragraph shall 
become effective immediately after the effective date of such event 
retroactive to the record date, if any, for such event. 

   13. Voluntary Adjustment by the Company. The Company may at any time 
during the term of this Warrant, reduce the then current Exercise Price to 
any amount and for any period of time deemed appropriate by the Board of 
Directors of the Company. 

   14. Notice of Adjustment. Whenever the number of Warrant Shares or number 
or kind of securities or other property purchasable upon the exercise of this 
Warrant or the Exercise Price is adjusted, as herein provided, the Company 
shall promptly mail by registered or certified mail, return receipt 
requested, to the holder of this Warrant notice of such adjustment or 
adjustments setting forth the number of Warrant Shares (and other securities 
or property) purchasable upon the exercise of this Warrant and the Exercise 
Price of such Warrant Shares (and other securities or property) after such 
adjustment, setting forth a brief statement of the facts requiring such 
adjustment and setting forth the computation by which such adjustment was 

                                5           
<PAGE>

made. Such notice, in absence of manifest error, shall be conclusive evidence 
of the correctness of such adjustment. 

   15. Authorized Shares. The Company covenants that during the period the 
Warrant is outstanding, it will reserve from its authorized and unissued 
Common Stock a sufficient number of shares to provide for the issuance of the 
Warrant Shares upon the exercise of any purchase rights under this Warrant. 
The Company further covenants that its issuance of this Warrant shall 
constitute full authority to its officers who are charged with the duty of 
executing stock certificates to execute and issue the necessary certificates 
for the Warrant Shares upon the exercise of the purchase rights under this 
Warrant. The Company will take all such reasonable action as may be necessary 
to assure that such Warrant Shares may be issued as provided herein without 
violation of any applicable law or regulation, or of any requirements of the 
OTC Bulletin Board or NASDAQ Small Cap Stock Market or any domestic 
securities exchange upon which the Common Stock may be listed. 

   16. "Piggy-Back" Registration. In addition to the terms of the 
Registration Rights Agreement, the Holders of this Warrant shall have the 
right to include all Warrant Shares as part of any registration of securities 
filed by the Company (other than in connection with a transaction 
contemplated by Rule 145(a) promulgated under the Act or pursuant to Form 
S-8, or the financing arrangement presently under review with Cruttenden Roth 
Incorporated or any substitute entity therefor and having substantially the 
same terms) and must be notified in writing of such filing; provided, 
however, that the holder of this Warrant agrees it shall not have any 
piggy-back registration rights pursuant to this Warrant if the Warrant Shares 
may be sold in the United States pursuant to the provisions of Rule 144. The 
Holder shall have five (5) business days to notify the Company in writing as 
to whether the Company is to include Holder or not include Holder as part of 
the registration; provided, however, that if any registration pursuant to 
this Section shall be underwritten, in whole or in part, the Company may 
require that the Registrable Securities requested for inclusion pursuant to 
this Section be included in the underwriting on the same terms and conditions 
as the securities otherwise being sold through the underwriters. If in the 
good faith judgment of the underwriter evidenced in writing of such offering 
only a limited number of Registrable Securities should be included in such 
offering, or no such shares should be included, the Holder, and all other 
selling stockholders, shall be limited to registering such proportion of 
their respective shares as shall equal the proportion that the number of 
shares of selling stockholders permitted to be registered by the underwriter 
in such offering bears to the total number of all shares then held by all 
selling stockholders desiring to participate in such offering. Those 
Registrable Securities which are excluded from an underwritten offering 
pursuant to the foregoing provisions of this Section (and all other 
Registrable Securities held by the selling stockholders) shall be withheld 
from the market by the Holders thereof for a period, not to exceed one 
hundred eighty (180) days, which the underwriter may reasonably determine is 
necessary in order to effect such underwritten offering. The Company shall 
have the right to terminate or withdraw any registration initiated by it 
under this Agreement prior to the effectiveness of such registration whether 
or not any Warrant holder elected to include securities in such registration. 
All registration expenses incurred by the Company in complying with this 
Warrant shall be paid by the Company, exclusive of 

                                6           
<PAGE>

underwriting discounts, commissions and legal fees and expenses for counsel 
to the holders of the Warrants. 

   17. Miscellaneous. 
       --------------

   (a) Issue Date; Jurisdiction. The provisions of this Warrant shall be 
construed and shall be given effect in all respects as if it had been issued 
and delivered by the Company on the date hereof. This Warrant shall be 
binding upon any successors or assigns of the Company. This Warrant shall 
constitute a contract under the laws of New York without regard to its 
conflict of law, principles or rules, and be subject to arbitration pursuant 
to the terms set forth in the Agreement. 

   (b) Restrictions. The holder hereof acknowledges that the Warrant Shares 
acquired upon the exercise of this Warrant, if not registered, or if no 
exemption from registration exists, will have restrictions upon resale 
imposed by state and federal securities laws. Each certificate representing 
the Warrant Shares (if not registered, or if no exemption from registration 
exists) issued to the Holder upon exercise will bear substantially the 
following legend: 

   "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR 
ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN 
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH 
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION 
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION".

   (c) Modification and Waiver. This Warrant and any provisions hereof may be 
changed, waived, discharged or terminated only by an instrument in writing 
signed by the party against which enforcement of the same is sought. 

   (d) Notices. Any notice, request or other document required or permitted 
to be given or delivered to the holders hereof by the Company shall be 
delivered or shall be sent by certified or registered mail, postage prepaid, 
to each such holder at its address as shown on the books of the Company or to 
the Company at the address set forth in the Agreement. 

                  [Remainder of Page Intentionally Left Blank]

                            [Signature Page Follows]

                                       7
<PAGE>

   IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by 
its officer thereunto duly authorized. 

Dated: July 27, 1998 

                                                     INTERIORS INC. 

                                                     By  /s/ Max Munn 
                                                     ------------------------ 
                                                         Name: Max Munn 
                                                         Title: President 






                                8           
<PAGE>


                              NOTICE OF EXERCISE 



To: INTERIORS INC. 



   (1) The undersigned hereby elects to purchase _________ shares of Class A 
Common Stock, par value US$0.001 per shares (the "Common Stock") of INTERIORS 
INC., pursuant to the terms of the attached Warrant, and tenders herewith 
payment of the exercise price in full, together with all applicable transfer 
taxes, if any. 

   (2) Please issue a certificate or certificates representing said shares of 
Common Stock in the name of the undersigned or in such other name as is 
specified below: 


                      -------------------------------------- 
                      (Name) 


                      -------------------------------------- 
                      (Address) 


                      -------------------------------------- 



Dated: 



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

                                          
<PAGE>

                               ASSIGNMENT FORM 


                  (To assign the foregoing warrant, execute 
                  this form and supply required information. 
                Do not use this form to exercise the warrant.) 




   FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby 
are hereby assigned to 


                                                             whose address is 
------------------------------------------------------------ 


---------------------------------------------------------------------------- .


---------------------------------------------------------------------------- 

                                                     Dated:                 , 
                                                           -----------------

             Holder's Signature: 
                                   ---------------------------------------- 


             Holder's Address: 
                               -------------------------------------------- 


                               -------------------------------------------- 


Signature Guaranteed: 
                      ----------------------------------------------------- 



NOTE: The signature to this Assignment Form must correspond with the name as 
it appears on the face of the Warrant, without alteration or enlargement or 
any change whatsoever, and must be guaranteed by a bank or trust company. 
Officers of corporations and those acting in a fiduciary or other 
representative capacity should file proper evidence of authority to assign 
the foregoing Warrant. 





                                             2