INTERIORS

Max Munn                                       Telephone (914) 665-5400 ext. 801
Chairman and President                                  Facsimile (914) 665-5469

August 2, 1999

To:   DOMINION CAPITAL FUND, LTD.
      DOMINION INVESTMENT FUND, LLC
      SOVEREIGN PARTNERS LP

      This letter shall confirm our understanding of the following in connection
with your purchase of an aggregate of 650,000 shares of Interiors, Inc. (the
"Company") Common Stock (the "Shares") from certain former shareholders of Troy
Lighting, Inc.:

1.    You agree not to sell the Shares (either directly or indirectly) within
      six months of the date herein.
2.    The Company shall issue to you (within five business days after the
      expiration of the Valuation Period) additional shares of Common Stock
      which equal to the result of the following formula:

            [($1.77 - Market Price)/ Market Price] X 650,000

            Where: Market Price equals average of closing bid prices of Common
            Stock during Valuation Period, And Valuation Period equals the sixty
            consecutive trading day period commencing on the six month
            anniversary of the date of this letter and expiring sixty trading
            days thereafter.

3.    The Company will register the Additional Shares for resale as soon as
      possible after the Valuation Period, either (a) through piggyback rights
      on the registration statement currently to be filed for the Series C
      Preferred Stock, or (b) we will file a registration statement within 60
      days from the expiration of the Valuation Period. The Company will use its
      best efforts to cause the registration statement to become effective
      within 180 days from the expiration of the Valuation Period. If the
      registration statement has not been filed within 60 days from the
      expiration of the Valuation Period and/or the registration statement has
      not been declared effective within 180 days from the expiration of the
      Valuation Period then the Company will be liable for liquidated damages
      enforceable by the purchaser. The liquidated damages will be in the amount
      of 2% of the value of the Additional Shares for the first 30 days and 2%
      for every 30
<PAGE>

      day period thereafter until the registration statement has been filed
      and/or declared effective. The liquidated damages will be payable in cash
      upon demand.
4.    Not withstanding the foregoing, in lieu of issuing the Additional Shares,
      the Company shall have the option of paying to you the market value of
      such Additional Shares (which shall equal the closing bid price of the
      Common Stock on the trading day immediately following the expiration of
      the Valuation Period. If Company does choose to issue such Additional
      Shares, then, at the time it is to file the registration statement, it
      must provide you with a written legal opinion that states that you will
      not be considered an underwriter due to such issuance.

      If the foregoing accurately reflects your understanding, please
acknowledge such by signing below.

                                        Very truly yours,


                                        /s/ Max Munn

                                        Max Munn

Acknowledged and Agreed:
DOMINION CAPITAL FUND, LTD.

By: /s/ illegible
    -------------------------------
    An Authorized officer

Dated:
       ----------------------------


DOMINION INVESTMENT FUND, LLC

By: /s/ illegible
    -------------------------------
    An Authorized officer

Dated:
       ----------------------------


SOVEREIGN PARTNERS LP

By: /s/ illegible
    -------------------------------
    An Authorized officer
Dated: August 3, 1999