CONSULTING AGREEMENT







         This CONSULTING AGREEMENT ("Agreement") made as of the ____ day of

December 2001 (the "Effective Date"), by and between INTERIORS, INC., a Delaware

corporation ("Interiors"), on the one hand, and MAX MUNN, an individual

("Consultant"), on the other hand.



                                    RECITALS:



         A. As at the Effective Date, Interiors has sold the assets and

properties of it's A.P.F. Master Framemakers division (the "APF Division") to

A.P.F. Acquisition Corp., a newly formed New York corporation controlled by the

Consultant (the "APF Buyer"), pursuant to the terms of an asset purchase

agreement, dated December 24, 2001 (the "Purchase Agreement"). Unless otherwise

defined herein, all capitalized terms used in this Agreement shall have the same

meaning as is defined in the Purchase Agreement.



         B. Interiors desires to engage Consultant to provide consulting and

advisory services to Interiors, and Consultant desires to become so engaged.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter stated, Consultant and Interiors agree as follows:



         1. Term of Agreement. Unless sooner terminated, as provided herein,

Interiors agrees to and hereby does engage Consultant, and Consultant hereby

agrees to provide Consulting Services (defined below) to Interiors, all upon the

terms and subject to the conditions hereinafter set forth, for the period

commencing on the Effective Date and continuing until June 30, 2002 (the

"Consulting Period").



         2. Duties of Consultant.



                  (a) During the Consulting Period, Consultant shall consult

with and advise Interiors with respect to matters relating to resolution and

compromise of the claims of certain creditors of Interiors and in respect of the

disposition of certain businesses and assets of Interiors (the "Consulting

Services"). During the Consulting Period, the Consultant shall devote not less

than fifteen (15%) percent of his business and professional time to providing

the Consulting Services on behalf of Interiors. Interiors shall provide

Consultant with reasonable advance notice as to when Consulting Services are to

be provided.



         3. Compensation.



                   3.1 Consulting Fee. As payment for the Consulting Services

rendered by Consultant during the Consulting Period, Interiors agrees to pay

Consultant, a fee (the "Consulting Fee") at the rate of Ten Thousand Dollars

($10,000) per month for the period from the Effective Date of this Agreement

through June 30, 2002. Such monthly Consulting Fee shall be payable in advance

on the first day of each month, commencing as of January 1, 2002.











                  3.2 Bonus Payment. In the event that the $750,000 Purchase

Note payable by APF Buyer to Interiors under the Purchase Agreement shall be

paid in full, together with all accrued interest thereon, by a date which shall

be on or before December 31, 2002, the Consultant shall receive a cash bonus

from Interiors, simultaneous with such Purchase Note prepayment, of One Hundred

and Fifty Thousand Dollars ($150,000).



                  3.3 No Other Payments. In no event shall Interiors be

obligated to pay Consultant any amounts other than as specifically set forth in

this Agreement.



                  3.4 Termination. This Agreement may be terminated by Interiors

"for cause" or upon the occurrence of and during the continuation of any "Event

of Default" as that term is defined in the Purchase Note or upon the occurrence

of and during the continuation of any Event of Default specified in Section 4

below. For purposes of this Agreement "for cause" shall be defined as: (a) the

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