ASSET PURCHASE AGREEMENT





         This Asset Purchase Agreement (this "Agreement") is entered into as of

December 24, 2001 by and among A.P.F. ACQUISITION CORP., a New York corporation

("Purchaser"); MAX MUNN ("Max Munn"); LAURIE MUNN ("Laurie Munn", Max Munn and

Laurie Munn collectively, the "Guarantors"); and INTERIORS, INC., a Delaware

corporation ("Seller").



                                    RECITALS



         Purchaser desires to acquire from the Seller, and the Seller desires to

sell to Purchaser, all of the assets, business and properties of the A.P.F.

MASTER FRAMEMAKERS division of the Seller (the "APF Division") on the terms and

subject to the conditions contained in this Agreement.



                               TERMS OF AGREEMENT



         In consideration of the mutual representations, warranties, covenants

and agreements contained herein, the parties hereto agree as follows:





                                    ARTICLE I



                               THE ASSET PURCHASE



        1.1      Purchase and Sale of Assets; Assumption of Assumed Liabilities.



                 (a) The Assets. Subject to the terms and conditions of this

Agreement, at the Closing (as defined in Section 1.2), Purchaser shall acquire

and the Seller shall sell, convey, transfer, assign and deliver to Purchaser,

free and clear of any Liens, except Permitted Liens (as those terms are

hereinafter defined), all, and not less than all, of the assets, properties

(real, personal and mixed) of the APF Division, wherever located (the "Assets"),

and the business and goodwill of the APF Division as a going concern (the

"Business"), all as more fully set forth on Schedule 1.1(a) annexed hereto. The

Assets shall include, without limitation, all of the following Assets of the APF

Division as the same shall exist at the Closing: (i) accounts receivable; (ii)

inventories of raw materials, work in process and finished goods; (iii)

supplies; (iv) prepaid expenses and related items; (v) all trademarks,

tradenames, copyrights, letters patent, patent applications, domain names, trade

secrets, formulae and other intellectual property relating to the Business; (vi)

all machinery, equipment, packing materials and other personal property used in

the Business; (vii) all customer lists, addresses, marketing materials,

brochures and catalogues relating to the Business; (viii) all contracts, orders,

rights under purchase orders, licenses, leases and other agreements relating to

the Business (collectively, "Contracts"); (ix) all real property and interests

in real property used by the APF Division described below; and (x) all other

assets and properties of the Seller which are used solely in connection with the

operation of the Business of the APF Division. On the Closing Date, the Seller

shall execute and deliver to the Purchaser a bill of sale for the Assets,

substantially in the form of the bill of sale annexed hereto as Exhibit A and

made a part hereof (the "Bill of Sale"), pursuant to which the Purchaser shall

receive all of Seller's right, title and interest in and to the Assets.







                  (b) Excluded Assets. The Assets shall exclude all assets,

properties and rights not described in Section 1.1(a) hereof or listed on

Schedule 1.1(a), including without limitation, all assets and properties of any

subsidiary, division (other than the APF Division), or affiliate of the Seller

and all items listed on Schedule 1.1(b) annexed hereto.



                  (c) Assumed Liabilities. At the Closing (as defined in Section

1.2), subject to the provisions of Section 1.1(d), Purchaser shall assume, pay,

perform and discharge, when due, all, and not less than all, of the liabilities

and obligations of the Seller and/or the APF Division as at the Closing, to the

extent relating to the APF Division and its Business, including without

limitation the liabilities set forth on Schedule 1.1(c) annexed hereto (the

"Assumed Liabilities"). Such Assumed Liabilities shall include, without

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