THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

No. 99-1

                 To Purchase 1,000,000 Shares of Common Stock of

                                 INTERIORS, INC.

      THIS CERTIFIES that, for value received, Limeridge LLC (the "Holder",
including permitted assigns), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after September 30, 2000,
and on or prior to September 29, 2004 (the "Termination Date") but not
thereafter, to subscribe for and purchase from Interiors, Inc. a Delaware
corporation (the "Company"), One Million (1,000,000) shares of Common Stock (the
"Warrant Shares"). The purchase price of one share of Class A Common Stock of
the Company (the "Common Stock")under this Warrant shall be equal to $2.00 (the
"Exercise Price"), or the Holder may exercise this Warrant pursuant to the
Cashless Exercise feature set forth in Section 3 below. 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 Secured Convertible Note Purchase Agreement dated as of September 30, 1999
(the "Agreement") entered into between the Company, and the Holder. In the event
of any conflict between the terms of this Warrant and the Agreement, the
Agreement shall control. Any capitalized terms used herein but not otherwise
defined shall have that meaning assigned in the Agreement.

      1. Title of Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, 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, 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 taxes in
respect of any transfer occurring contemporaneously with such issue).

<PAGE>

      3. Exercise of Warrant. Exercise of the purchase rights represented by
this Warrant may be made at any time or times, in whole or in part, 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, by the surrender of
this Warrant and the Exercise Form annexed hereto duly executed, to 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) and upon payment of the
Exercise Price of the Warrant Shares purchased thereby, or pursuant to the
cashless exercise feature set forth herein. Certificates for Warrant Shares
purchased hereunder shall be delivered to the Holder within three Business Days
after the date on which this Warrant shall have been exercised as aforesaid.
Payment of the Exercise Price (in the event the Holder does not choose to
utilize the cashless exercise feature) of the Warrant Shares may be by wire
transfer (of same day funds) to the Company in an amount equal to the Exercise
Price multiplied by the number of Warrant Shares being purchased.

      The Holder may pay the Exercise Price in cash or pursuant to a cashless
exercise, as follows:

            (a) Cash Exercise. The Holder shall deliver immediately available
funds;

            (b) Cashless Exercise. The Holder may surrender this Warrant to the
Company together with a Notice of Exercise, indicating it is utilizing the
Cashless Exercise feature, in which event the Company shall issue to the Holder
the number of Warrant Shares determined as follows:

                  X = Y  (A-B)/A

      Where:      X = the number of Warrant Shares to be issued to the Holder.

                  Y = the number of Warrant Shares with respect to which this
                  Warrant is being exercised.

                  A = the average of the closing sale prices of the Common Stock
                  for the five (5) Trading Days immediately prior to (but not
                  including) the date the Company receives a facsimile of the
                  Notice of Exercise.

                  B = the Exercise Price.

      For purposes of Rule 144 promulgated under the Securities Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
been commenced, on the original issuance date of this Warrant.
<PAGE>

      4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of issuing fractional shares, the Company shall round up to the
nearest whole share the number of Warrant Shares due upon 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 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 or in such name or names as may be directed by the Holder; 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.

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

      7. No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise thereof. If, however, at the time of the surrender of this
Warrant the Holder shall be entitled to exercise this Warrant, 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 date on which the
Company shall have received the Exercise Price along with the Notice of Exercise
and Warrant being exercised, or in the event of a cashless exercise on the close
of business on the date on which the Company receives the original Warrant being
exercised along with the Notice of Exercise..

      8. Assignment and Transfer of Warrant. 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); provided,
however, that this Warrant may not be resold except (i) in a transaction
registered under the Securities Act, or (ii) in a transaction pursuant to an
exemption, if available, from such registration and whereby, if requested by the
Company, an opinion of counsel reasonably satisfactory to the Company is
obtained by the holder of this Warrant to the effect that the transaction is so
exempt.

      9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
represents and warrants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Warrant
or stock certificate, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable expenses incidental thereto, 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 this Warrant or stock certificate.

<PAGE>

      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. Adjustments. The Exercise Price shall be adjusted as provided below in
this Section (the Exercise Price, and the Exercise Price as thereafter then
adjusted, shall be included in the definition of Exercise Price) and the
Exercise Price from time to time shall be further adjusted as provided for below
in this Section. Upon each adjustment of the Exercise Price, the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, at the Exercise
Price resulting from such adjustment, the number of shares of Common Stock
obtained by (a) multiplying the Exercise Price in effect immediately prior to
such adjustment by the number of shares of Common Stock purchasable hereunder
immediately prior to such adjustment and (b) dividing the product thereof by the
Exercise Price resulting from such adjustment. The Exercise Price shall be
adjusted as follows:

            (i) In the case of any amendment to the Company's Articles of
Incorporation to change the designation of the Common Stock or the rights,
privileges, restrictions or conditions in respect to the Common Stock or
division of the Common Stock, this Warrant shall be adjusted so as to provide
that upon exercise thereof, the Holder shall receive, in lieu of each share of
Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such designation,
change or division by the Holder issuable upon such exercise had the exercise
occurred immediately prior to such designation, change or division. This Warrant
shall be deemed thereafter to provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section. The provisions of this Subsection (i) shall apply in the same manner to
successive reclassifications, changes, consolidations and mergers.

            (ii) If the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, or
declare a dividend or make any other distribution upon the Common Stock payable
in shares of Common Stock, the Exercise Price in effect immediately prior to
such subdivision or dividend or other distribution shall be proportionately
reduced, and conversely, in case the outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased.

            (iii) Whenever the number of Warrant Shares purchasable upon the
exercise of this Warrant is adjusted, as provided above, the Exercise Price
payable upon exercise of this Warrant shall be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of Warrant Shares purchasable upon the exercise of
this Warrant immediately prior to such adjustment, and of which the denominator
shall be the number of Warrant Shares purchasable immediately thereafter.

<PAGE>

            (iv) In case the Company shall issue shares of Common Stock
("Additional Shares") or in case the Company shall issue rights, options or
warrants to purchase shares of Common Stock or securities convertible into or
exchangeable for Common Stock, in any case at a Price Per Share (as defined
below) which is lower than the closing price per share of Common Stock (as
reported by Bloomberg, L.P. ("Bloomberg"), as traded on The Nasdaq Stock Market,
the OTC Bulletin Board or any other national securities exchange on the date of
issuance of such Additional Shares, rights, options, warrants or other
convertible securities (the "Trigger Price"), the number of Warrant Shares
hereafter purchasable upon the exercise of this Warrant shall be determined by
multiplying the number of Warrant Shares theretofore purchasable upon exercise
of this Warrant by the following fraction:

            (A)(i) The number of shares of Common Stock outstanding immediately
      prior to the issuance of such Additional Shares or rights, options,
      warrants or convertible securities, plus (ii) the number of Additional
      Shares actually subscribed for and purchased and shares of Common Stock
      issuable upon conversion or exercise of such rights, options, warrants, or
      convertible securities, divided by

            (B)(i) The number of shares of Common Stock outstanding immediately
      prior to issuance of such Additional Shares or rights, options, warrants
      or convertible securities plus (ii) the number of shares of Common Stock
      which the aggregate Proceeds (as defined below) received by the Company
      upon the sale of such Additional Shares or exercise or conversion of such
      rights, options, warrants and convertible securities would purchase at the
      Trigger Price.

      Such adjustment shall be made whenever such Additional Shares or rights,
options, warrants or convertible securities are issued, and shall become
effective on the date of distribution retroactive to the record date for the
determination of stockholders entitled to receive such rights, options or
warrants.

            For purposes of this Section, "Price Per Share" shall be defined and
determined according to the following formula:

                    R
            P  =  ---------------
                    N

            where

            P  =  Price Per Share,

            R = the "Proceeds" received or receivable by the Company which (i)
      in the case of shares of Common Stock is the total amount received or
      receivable by the Company in consideration for the sale and issuance of
      such shares; (ii) in the case of rights, options or warrants to subscribe
      for or purchase shares of Common Stock or of securities convertible into
      or exchangeable or exercisable for shares of Common Stock, is the total
      amount received or receivable by the Company in consideration for the sale
      and issuance of
<PAGE>

      such rights, options, warrants or convertible or exchangeable or
      exercisable securities, plus the minimum aggregate amount of additional
      consideration, other than the surrender of such convertible or
      exchangeable securities, payable to the Company upon exercise, conversion
      or exchange thereof; and (iii) in the case of rights, options or warrants
      to subscribe for or purchase convertible or exchangeable or exercisable
      securities, is the total amount received or receivable by the Company in
      consideration for the sale and issuance of such rights, options or
      warrants, plus the minimum aggregate amount of additional consideration
      other than the surrender of such convertible or exchangeable securities,
      payable upon the exercise, conversion or exchange of such rights, options
      or warrants and upon the conversion or exchange or exercise of the
      convertible or exchangeable or exercisable securities; provided that in
      each case the proceeds received or receivable by the Company shall be
      deemed to be the gross cash proceeds without deducting therefrom any
      compensation paid or discount allowed in the sale, underwriting or
      purchase thereof by underwriters or dealers or other performing similar
      services or any expenses incurred in connection therewith,

            and

            N = the "Number of Shares," which (i) in the case of Common Stock is
      the number of shares issued; (ii) in the case of rights, options or
      warrants to subscribe for or purchase shares of Common Stock or of
      securities convertible into or exchangeable or exercisable for shares of
      Common Stock, is the maximum number of shares of Common Stock initially
      issuable upon exercise, conversion or exchange thereof; and (iii) in the
      case of rights, options or warrants to subscribe for or purchase
      convertible or exchangeable or exercisable securities, is the maximum
      number of shares of Common Stock initially issuable upon conversion,
      exchange or exercise of the convertible, exchangeable or exercisable
      securities issuable upon the exercise of such rights, options or warrants.

            If the Company shall issue shares of Common Stock or rights,
options, warrants or convertible or exchangeable or exercisable securities for a
consideration consisting, in whole or in part, of property other than cash, the
amount of such consideration shall be determined in good faith by the Board of
Directors of the Company whose determination shall be conclusive and binding
upon the Holder(s) of this Warrant.

                  (v) No adjustment in the number of Warrant Shares purchasable
hereunder shall be required unless such adjustment would result in an increase
or decrease of at least one percent (1%) of the Exercise Price; provided that
any adjustments which by reason of this paragraph (e) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment. All calculations shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.

            (vi) No adjustment in the number of Warrant Shares purchasable upon
the exercise of this Warrant need be made under paragraph (iii) or (iv) if the
Company issues or distributes to the holder of this Warrant the shares, rights,
options, warrants or convertible or exchangeable securities, or evidences of
indebtedness or assets referred to in those paragraphs which the holder of this
Warrant would have been entitled to receive had this Warrant been exercised
prior to the happening of such event or the record date with respect thereto. In
no

<PAGE>

event shall the Company be required or obligated to make any such distribution
otherwise than in its sole discretion. No adjustment in the number of Warrant
shares purchasable upon the exercise of this Warrant need be made for sales of
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest. No adjustment need be made for a change in the par value of the Common
Stock.

            (vii) In the event that at any time, as a result of an adjustment
made pursuant to paragraph (i) above, the holder of this Warrant shall become
entitled to purchase any securities of the Company other than shares of Common
Stock, thereafter the number of such other shares so purchasable upon exercise
of this Warrant and the Exercise Price of such shares shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
paragraphs (i) through (iii), inclusive, above.

            (viii) If any capital reorganization or reclassification of the
capital stock of the Company, or any consolidation or merger of the Company with
or into another corporation or other entity, or the sale of all or substantially
all of the Company's assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled
to receive stock, securities, other evidence of equity ownership or assets with
respect to or in exchange for shares of Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale (except as
otherwise provided below in this Section) lawful and adequate provisions shall
be made whereby the Holder shall thereafter have the right to receive upon the
exercise hereof upon the basis and upon the terms and conditions specified
herein, such shares of stock, securities, other evidence of equity ownership or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of
Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section had such reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of the Holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of shares of Common Stock receivable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities, other evidence of equity ownership or assets thereafter
deliverable upon the exercise hereof including an immediate adjustment, by
reason of such consolidation or merger, of the Exercise Price to the value for
the Common Stock reflected, by the terms of such consolidation or merger if the
value so reflected is less than the Exercise Price in effect immediately prior
to such consolidation or merger. Subject to the terms of this Warrant, in the
event of a merger or consolidation of the Company with or into another
corporation or other entity as a result of which the number of shares of common
stock of the surviving corporation or other entity issuable to investors of
Common Stock, is greater or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger or consolidation, then the Exercise
Price in effect immediately prior to such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the outstanding shares of Common Stock. The Company shall not effect any such
consolidation, merger or sale, unless, prior to the consummation thereof, the
successor corporation (if other than the Company)

<PAGE>

resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed or delivered to
the Holder, the obligation to deliver to the Holder such shares of stock,
securities, other evidence of equity ownership or assets as, in accordance with
the foregoing provisions, the Holder may be entitled to receive or otherwise
acquire. If a purchase, tender or exchange offer is made to and accepted by the
holders of more than fifty (50%) percent of the outstanding shares of Common
Stock, the Company shall not effect any consolidation, merger or sale with the
person having made such offer or with any affiliate of such person, unless prior
to the consummation of such consolidation, merger or sale the Holder shall have
been given a reasonable opportunity to then elect to receive upon the exercise
of this Warrant the amount of stock, securities, other evidence of equity
ownership or assets then issuable with respect to the number of shares of Common
Stock in accordance with such offer.

            (ix) In case the Company shall, at any time prior to exercise of
this Warrant, consolidate or merge with any other corporation or other entity
(where the Company is not the surviving entity) or transfer all or substantially
all of its assets to any other corporation or other entity, then the Company
shall, as a condition precedent to such transaction, cause effective provision
to be made so that the Holder upon the exercise of this Warrant after the
effective date of such transaction shall be entitled to receive the kind and,
amount of shares, evidences of indebtedness and/or other securities or property
receivable on such transaction by the Holder of the number of shares of Common
Stock as to which this Warrant was exercisable immediately prior to such
transaction (without giving effect to any restriction upon such exercise); and,
in any such case, appropriate provision shall be made with respect to the rights
and interest of the Holder to the end that the provisions of this Warrant shall
thereafter be applicable (as nearly as may be practicable) with respect to any
shares, evidences of indebtedness or other securities or assets thereafter
deliverable upon exercise of this Warrant. Upon the occurrence of any event
described in this Subsection (v), the Holder shall have the right to (i)
exercise this Warrant immediately prior to such event at an Exercise Price equal
to lesser of (1) the then Exercise Price or (2) the price per share of Common
Stock paid in such event, or (ii) retain ownership of this Warrant, in which
event, appropriate provisions shall be made so that the Warrant shall be
exercisable at the Holder's option into shares of stock, securities or other
equity ownership of the surviving or acquiring entity.

      12. 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 a certificate signed by its President or Vice President and by its
Treasurer, or Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the computation by which such adjustment was made, the
method by which such adjustment was calculated (including a description of the
basis on which the Board of Directors of the Company made any determination
hereunder), and the Exercise Price after giving effect to such adjustment, and
shall cause copies of such certificates to be mailed (by first-class mail,
postage prepaid) to the Holder. The Company shall make such certificate and mail
it to the Holder immediately after each adjustment.

<PAGE>

      13. 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 Common Stock
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 shares of the Company's Common
Stock upon the exercise of the purchase rights under this Warrant. The Company
will take all such action as may be necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the domestic securities
exchange or market upon which the Common Stock may be listed.

      14. 4.99% Limitation. The number of shares of Common Stock which may be
acquired by the Holder pursuant to the terms herein shall not exceed the number
of such shares which, when aggregated with all other shares of Common Stock then
owned by the Holder, would result in the Holder owning more than 4.99% of the
then issued and outstanding Common Stock at any one time. The preceding shall
not interfere with the Holder's right to exercise this Warrant over time which
in the aggregate totals more than 4.99% of the then outstanding shares of Common
Stock so long as the Holder does not own more than 4.99% of the then outstanding
Common Stock at any given time.

      15. Miscellaneous.

            (a) Issue Date; Choice of Law; Venue; 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 will be construed and enforced in accordance with and governed
exclusively by the laws of the State of New York, except for matters arising
under the Securities Act, without reference to principles of conflicts of law.
The parties consent to the exclusive jurisdiction of the U.S. District Court
sitting in the Southern District of the State of New York in connection with any
dispute arising under this Warrant and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions. Each
party hereby agrees that if the other party to this Warrant obtains a judgment
against it in such a proceeding, the party which obtained such judgment may
enforce same by summary judgment in the courts of any country having
jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to
the enforcement of such a judgment. Each party to this Warrant irrevocably
consents to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such party
at its address set forth herein. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law. Each party waives
its right to a trial by jury.

            (b) Restrictions. The Holder 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

<PAGE>

representing the Warrant Shares issued to the Holder upon exercise (if not
registered or if no exemption from registration exists) will bear the following
legend:

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT") OR APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR
      SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

            (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. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a Business Day between the hours of 9:00 a.m. and 5:00 p.m. where
such notice is to be received), or the first Business Day following such
delivery (if delivered other than on a Business Day between the hours of 9:00
a.m. and 5:00 p.m. where such notice is to be received), (b) on the second
Business Day following the date of mailing by reputable courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur, or (c) five calendar days after sent by regular
mail.

            16. The Company shall have the right to redeem the purchase rights
granted under this Warrant then existing, in whole or in part, in cash at the
Redemption Price (as defined below) at any time thereafter by providing written
notice (the "Redemption Notice") to the Holder. The Company shall wire transfer
the appropriate amount of funds to the Holder to complete the redemption, which
shall be (if the Redemption Notice is received via facsimile by the Holder prior
to the first anniversary of the date of this Warrant) no later than the tenth
Business Day after the Holder has received the Redemption Notice via facsimile
(the "Redemption Date") and if the Redemption Notice is received via facsimile
by the Holder after the first anniversary of the date of this Warrant, than no
later than the third Business Day after the Holder has received the Redemption
Notice via facsimile (also referred to as a Redemption Date). Upon facsimile
receipt of the Redemption Notice, the Holder's right to exercise this Warrant
shall

<PAGE>

terminate and be canceled immediately; provided, however, that the right to
exercise this Warrant shall immediately be reinstated if the Company fails to
comply with the redemption provisions hereof. In the event the Company fails to
wire the appropriate amount of funds to the Holders as set forth in the
Redemption Notice on or before the Redemption Date, or shall otherwise fail to
comply with the redemption provisions set forth herein on three separate
occasions, then the Company shall have waived its right to redeem any portion of
the purchase rights under this Warrant at any time thereafter.

            The Redemption Notice shall set forth (i) the Redemption Date, (ii)
the Redemption Price, as defined below, and (iii) the number of purchase rights
of Warrant Shares being redeemed. The Redemption Notice shall be delivered by
facsimile to the Holder at its address as the same shall appear on the books of
the Company. The Redemption Price shall be equal to $0.25 per purchase right of
a Warrant Share being redeemed.

            At the close of business on the Redemption Date, subject to the
Holder's receipt of the applicable Redemption Price, the portion of this Warrant
being redeemed shall be automatically canceled and converted into a right to
receive the Redemption Price, and all rights of this Warrant, including the
right to exercise shall cease without further action. Immediately following the
Redemption Date (assuming full compliance by the Company with the redemption
provisions set forth herein), the Holder shall surrender its original Warrant at
the office of the Company, and the Company shall issue to the Holder a new
Warrant certificate for that number of Warrant Shares purchasable hereunder, if
any.

      The Redemption Price shall be adjusted proportionally upon any adjustment
of the Exercise Price as set forth above.

      The Company shall not be entitled to send any Redemption Notice and begin
the redemption procedure hereunder unless it has:

            (i) the full amount of the Redemption Price in cash, available in a
      demand or other immediately available account in a bank or similar
      financial institution;

            (ii) immediately available credit facilities, in the full amount of
      the Redemption Price with a bank or similar financial institution; or

            (iii) a combination of the items set forth in (a) and (b) above,
      aggregating the full amount of the Redemption Price.

      17. The aggregate number of Warrant Share which may be acquired by the
Holder upon conversion of all of Notes and upon exercise of all of the Warrants,
shall not equal or exceed nineteen and nine tenths (19.9%) percent of the
aggregate number of issued and outstanding shares of Common Stock, Class B
Common Stock or other Securities of the Company having voting power as at the
Closing Date (the "Maximum Underlying Shares").

<PAGE>

Until such time as the Notes and Warrants issued under this Agreement shall have
been either converted or redeemed pursuant, and the Warrants shall have either
been exercised or shall have expired, the Investor(s) may not convert his or its
Note and/or exercise his or its Warrant into an aggregate number of Underlying
Shares and Warrant Shares which shall exceed the product of multiplying (a) a
fraction, the numerator of which shall be the original principal amount of this
Note and the denominator of which shall be $13,540,626, by (b) the aggregate
number of Maximum Underlying Shares. In lieu of such issuance(s) the Company
shall pay to the Investor(s) the cash value of such shares of Common Stock due
to the Holder(s) within five Business Days of when such issuance is due based
upon the Bid Price of the Common Stock on the Trading Date of when due (or such
next Trading Day if such day is not a Trading Day).

<PAGE>

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

Dated: September , 1999

                                        INTERIORS, INC.


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

<PAGE>

                               NOTICE OF EXERCISE

To: Interiors, Inc.

(1) The undersigned hereby elects to purchase ________ shares of Common Stock of
Interiors, Inc. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price in full, together with all applicable
transfer taxes, if any.

(2) The undersigned chooses to utilize the cashless exercise feature of this
Warrant and pursuant to the terms of the Warrant is entitled to receive _____
Warrant Shares upon the cashless exercise of _____ Warrant Shares.

(3) Upon exercise pursuant to this Notice of Exercise, the undersigned will not
own 4.99% or more of the then issued and outstanding shares of Common Stock of
the Company.

(4) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as are
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 an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.