ESCROW AGREEMENT

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     THIS ESCROW AGREEMENT (this "Escrow Agreement") is made and entered into as

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of the 7th day of April, 2000 by and among Interiors, Inc., a Delaware

corporation ("Buyer"), U.S. Bank Trust National Association (together with its

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successors and assigns, the "Escrow Agent"), Jerry Howard ("Howard"), Dennis

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Darlington ("Darlington") and the Mamer Family Trust dated October 1, 1997 (the

"Mamer Trust") (Howard, Darlington and the Mamer Trust collectively, the

"Shareholders"). For purposes of this Escrow Agreement, all capitalized terms

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shall have the meanings ascribed to such terms in the Stock Purchase Agreement

(defined below) unless otherwise defined herein.



                                    RECITALS

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     A.   Pursuant to that certain Stock Purchase Agreement, dated as of October

27, 1999 (the "Stock Purchase Agreement") by and among Buyer and the

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Shareholders, Buyer purchased all of the capital stock of Concepts 4, Inc., a

California corporation (the "Company") from the Shareholders.

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     B.   Pursuant to that certain First Amendment to Stock Purchase Agreement

dated as of December 15, 1999 by and among Buyer and the Shareholders, the

parties amended the Stock Purchase Agreement.



     C.   Pursuant to Section 2.02(c) of the Stock Purchase Agreement, Buyer and

the Shareholders agreed that the parties would enter into an escrow agreement in

the event Buyer elected to pay the amount due Shareholders under Section

2.02(a)(iii) more than fifteen (15) Business Days after March 10, 2000.



     D.   The purposes of the escrow account established hereby are to (i)

secure payment to the Shareholders of the amount due the Shareholders pursuant

to Section 2.02(a)(iii) of the Stock Purchase Agreement, and (ii) to hold the

Escrow Shares in escrow and release the Escrow Shares to the Shareholders or the

Company subject to certain terms and conditions set forth herein.



     NOW THEREFORE, in consideration of the premises and the mutual

representations, warranties, covenants and agreements contained in this Escrow

Agreement, and intending to be legally bound, the parties hereto agree as

follows:



     1.   Escrow of Funds.

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          (a)  To secure the payment of the amount due Shareholders under

Section 2.02(a)(iii) of the Stock Purchase Agreement, within ten (10) Business

Days of the date hereof, but in no event later than April 14, 2000 Buyer shall

deliver to the Escrow Agent (i) certificates representing a number of shares of

Buyer Common Stock, the fair market value of which as of the date hereof is Two

Million Eight Hundred Twenty-Two Thousand Nine Hundred Thirty-Eight Dollars

($2,822,938), and (ii) a duly executed stock power separate from such

certificate, the receipt of which Escrow Agent hereby acknowledges. Valuing the

shares will be the responsibility of the Buyer, and shall notify Escrow Agent in

writing of such value assigned





to shares. The fair market value of the Escrow Shares shall be computed using

the daily average closing bid price per share of Buyer Common Stock for the ten

(10) trading days immediately preceding the date the applicable cash payment was

to be made pursuant to Section 2.02(a)(iii) of the Stock Purchase Agreement.



          (b)   The respective interests of the Shareholders in the Escrow

Account shall not be assignable or transferable, other than by operation of law.

Notice of any such assignment or transfer by operation of law shall be given to

the Escrow Agent and Buyer, and no such assignment or transfer shall be valid

until such notice is given.



          (c)   Any securities, non-cash dividends or other property

distributable in respect of or in exchange for any of the Escrow Shares, whether

by way of dividends or otherwise, shall be delivered to Escrow Agent, who shall

hold such securities, non-cash dividends or other property in the Escrow

Account. Such securities shall be issued in the name of the Escrow Agent or its

nominee and all such securities, non-cash dividends or other property shall be

considered part of the Escrow Account for purposes hereof.



     2.   Investment of Escrow Account. Cash dividends distributable in respect

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of the Escrow Shares, if any, shall be held and invested or reinvested by the

Escrow Agent at the unanimous written request of the Shareholders in

certificates of deposit of banks or trust companies, including those of the

Escrow Agent, organized under the laws of the United States of America.



     In the absence of duly authorized and complete written directions regarding

investment of cash held in the account, the Escrow Account will automatically

invest and reinvest in the following: U.S. Bank Money Market (FDIC Insured).



     3.   Term. The term of this Escrow Agreement shall commence on the date

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hereof and terminate on the earlier of (a) March 10, 2001, or (b) the date on

which Buyer exercises the Call Option (as defined below) pursuant to Section 4

hereof .



     4.   Buyer's Option to Redeem. Buyer shall have the right, but not the

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obligation (the "Call Option"), to redeem the Escrow Shares and any securities,

non-cash dividends and other property placed in the Escrow Account (a) at any

time after the date hereof until September 10, 2000, upon payment to the

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