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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. 1

                         COMMON STOCK PURCHASE WARRANT A

                  To Purchase 187,500 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 August 25, 1998 (the "Issuance Date"), on or prior
to August 24, 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 One Hundred Eighty Seven Thousand Five
Hundred (187,500) 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").







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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 31,250 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 31,250
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

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purchase an additional 31,250 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 31,250
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 31,250
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

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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


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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



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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

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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]




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

Dated: August 25, 1998
                                     INTERIORS INC.


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




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