<PAGE>

      As filed with the Securities and Exchange Commission on July 8, 1996
                                           Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    FORM S-8

                             REGISTRATION STATEMENT

                                     under

                           THE SECURITIES ACT OF 1933


                                INTERIORS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                          13-3590047
          (State or other juris-               (I.R.S. Employer
          diction of organization)           Identification No.)

                 320 Washington Street, Mount Vernon NY 10553
              (Address of Principal Executive Offices) (Zip Code)

            350,000 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
      AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF
         ISSUED PURSUANT TO A CONSULTING AGREEMENT DATED JUNE 30, 1996

                           (Full title of the plan)
                                       
                                   Max Munn
                                   President
                                Interiors, Inc.
                             320 Washington Street
                            Mount Vernon, NY 10553

                    (Name and address of agent for service)

                                 (914) 665-5400
                    (Telephone number, including area code,
                             of agent for service)
                                                              continued overleaf


<PAGE>

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

                                                               Proposed
                                              Proposed         maximum
Title of                     Amount           maximum          aggregate  Amount of
securities                   to be            offering price   offering   registration
to be registered             registered(1)    per Share(2)     price(2)   fee
- ----------------             ------------     --------------   --------   ------------
<S>                          <C>              <C>              <C>        <C>
Series A Convertible         350,000          $2.25            $787,500   $271.53
Preferred Stock, par value
$.001 per share
</TABLE>

(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933, as
         amended ("Securities Act"), this registration statement also covers an
         indeterminate number of shares as may be required by reason of any
         stock dividend, recapitalization, stock split, reorganization, merger,
         consolidation, combination or exchange of shares or other similar
         change affecting the stock.

(2)      The proposed maximum offering price per share is based upon the
         designated exercise price stated in the agreement pursuant to which
         the options were granted.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual Information

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

         The following documents or portions thereof, as filed with the
Securities and Exchange Commission by Interiors, Inc., a Delaware corporation
(the "Corporation"), are incorporated herein by reference:

         (1)      Annual Report on Form 10-KSB for the year ended June 30, 1995.

         (2)      Quarterly Report on Form 10-QSB for the period ended September
30, 1995.

         (3)      Quarterly Report on Form 10-QSB for the period ended December
31, 1995.

         (4)      Quarterly Report on Form 10-QSB for the period ended March 31,
1996.

         (5)      The description of the Series A 10% Cumulative Convertible
Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the
Corporation contained in the Corporation's registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

         All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), subsequent to the effective date of this Registration Statement and prior
to the filing of a post-effective amendment which indicate that all securities
offered have been sold or which registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                       3


<PAGE>

         The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be directed to Max
Munn, President, Interiors, Inc., 320 Washington Street, Mount Vernon, NY 10553,
telephone (914) 665-5400.

Item 4.  Description of Securities

           Not Applicable

Item 5.  Interests of Names Experts and Counsel

           Not Applicable

Item 6. Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnity its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

         The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of shareholders or otherwise.

         Article Seven of the Company's Certificate of Incorporation eliminates
the personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the Delaware General Corporation Law.

         The effect of the foregoing is to require the Company to indemnity the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Item 7.  Exemption from Registration Claimed


         Not Applicable.

                                       4

<PAGE>

Item 8.  Exhibits

         The following is a complete list of exhibits filed as a part of this
registration statement:

Exhibit No.       Document

4.1               Consulting Agreement dated as of June 30, 1996 between the
                  Corporation and Morris Munn.

5.0               Opinion of Bernstein & Wasserman, LLP.

24.1              Consent of Arthur Andersen, LLP

Item 9.  Undertakings

         A. The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

         (i) To include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;
         provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if
         the information is required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or 15(d) of the Exchange Act that
         are incorporated by reference in the registration statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time be deemed to be the initial bona fide
offering thereof; and;

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of

the offering.

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall 

                                       5

<PAGE>

be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable, In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       6

<PAGE>


                                  SIGNATURES

         Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Mt. Vernon, New York 10553, on the 30th day of June, 1996.

                                                 INTERIORS, INC.


                                                 By: /s/Max Munn
                                                  ---------------------------
                                                  Max Munn, President
                                                  Chief Executive Officer,
                                                  Treasurer and Director

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Munn his true and lawful
attorney-in-fact and agent, for him and his name, place and stead, in any and
all capacities, to sign any and all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to make
any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agent, to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                                           Date
- ---------                                            -----                                          ------- 
<S>                                         <C>                                                  <C>
 /s/Max Munn                                President, Chief Executive                           June 30, 1996
- ---------------------------------           Officer, Treasurer and Director
Max Munn                            


 /s/Donald Feldman                          Vice President -- Sales and                          June 30, 1996
- ------------------------------              Marketing and Director
Donald Feldman                      


/s/Michael Amore                            Vice President and Chief                             June 30, 1996
- ------------------------------              Financial and Accounting

Michael Amore                               Officer
                                            

/s/Roger Lourie                             Director                                             June 30, 1996
- ------------------------------
Roger Lourie

 /s/Richard A. Josephberg                   Director                                             June 30, 1996
- ------------------------------
Richard A. Josephberg
</TABLE>

                                       7

<PAGE>


                                INTERIORS, INC.

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8


<PAGE>

                                     INDEX

                                  Exhibit Name


Exhibit
Number
- -------
4.1      Consulting Agreement dated as of June 30, 1996 between the Corporation 
         and Morris Munn.

5.0      Opinion of Bernstein & Wasserman, LLP.

24.1     Consent of Arthur Andersen, LLP.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16405}]
{"company-data": {"conformed-name": "INTERIORS INC", "cik": "0000921563", "assigned-sic": "2400", "irs-number": "133590047", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07747", "film-number": "96591859"}, "business-address": {"street1": "320 WASHINGTON ST", "city": "MT VERNON", "state": "NY", "zip": "10553", "phone": "9146655400"}, "mail-address": {"street1": "320 WASHINGTON STREET", "city": "MT VERNON", "state": "NY", "zip": "10553"}}
As filed with the Securities and Exchange Commission on July 8, 1996
                                           Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     under

                           THE SECURITIES ACT OF 1933

                                INTERIORS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                          13-3590047
          (State or other juris-               (I.R.S. Employer
          diction of organization)           Identification No.)

                 320 Washington Street, Mount Vernon NY 10553
              (Address of Principal Executive Offices) (Zip Code)

            350,000 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
      AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF
         ISSUED PURSUANT TO A CONSULTING AGREEMENT DATED JUNE 30, 1996

                           (Full title of the plan)
                                       
                                   Max Munn
                                   President
                                Interiors, Inc.
                             320 Washington Street
                            Mount Vernon, NY 10553

                    (Name and address of agent for service)

                                 (914) 665-5400
                    (Telephone number, including area code,
                             of agent for service)
                                                              continued overleaf
CALCULATION OF REGISTRATION FEE

                                                               Proposed
                                              Proposed         maximum
Title of                     Amount           maximum          aggregate  Amount of
securities                   to be            offering price   offering   registration
to be registered             registered(1)    per Share(2)     price(2)   fee
- ----------------             ------------     --------------   --------   ------------
Series A Convertible         350,000          $2.25            $787,500   $271.53
Preferred Stock, par value
$.001 per share
(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933, as
         amended ("Securities Act"), this registration statement also covers an
         indeterminate number of shares as may be required by reason of any
         stock dividend, recapitalization, stock split, reorganization, merger,
         consolidation, combination or exchange of shares or other similar
         change affecting the stock.

(2)      The proposed maximum offering price per share is based upon the
         designated exercise price stated in the agreement pursuant to which
         the options were granted.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual Information

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

         The following documents or portions thereof, as filed with the
Securities and Exchange Commission by Interiors, Inc., a Delaware corporation
(the "Corporation"), are incorporated herein by reference:

         (1)      Annual Report on Form 10-KSB for the year ended June 30, 1995.

         (2)      Quarterly Report on Form 10-QSB for the period ended September
30, 1995.

         (3)      Quarterly Report on Form 10-QSB for the period ended December
31, 1995.

         (4)      Quarterly Report on Form 10-QSB for the period ended March 31,
1996.

         (5)      The description of the Series A 10% Cumulative Convertible
Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the
Corporation contained in the Corporation's registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

         All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), subsequent to the effective date of this Registration Statement and prior
to the filing of a post-effective amendment which indicate that all securities
offered have been sold or which registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                       3
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be directed to Max
Munn, President, Interiors, Inc., 320 Washington Street, Mount Vernon, NY 10553,
telephone (914) 665-5400.

Item 4.  Description of Securities

           Not Applicable

Item 5.  Interests of Names Experts and Counsel

           Not Applicable

Item 6. Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnity its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

         The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of shareholders or otherwise.

         Article Seven of the Company's Certificate of Incorporation eliminates
the personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the Delaware General Corporation Law.

         The effect of the foregoing is to require the Company to indemnity the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

                                       4
Item 8.  Exhibits

         The following is a complete list of exhibits filed as a part of this
registration statement:

Exhibit No.       Document

4.1               Consulting Agreement dated as of June 30, 1996 between the
                  Corporation and Morris Munn.

5.0               Opinion of Bernstein & Wasserman, LLP.

24.1              Consent of Arthur Andersen, LLP

Item 9.  Undertakings

         A. The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

         (i) To include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;
         provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if
         the information is required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or 15(d) of the Exchange Act that
         are incorporated by reference in the registration statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time be deemed to be the initial bona fide
offering thereof; and;

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of

the offering.

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall 

                                       5
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable, In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Mt. Vernon, New York 10553, on the 30th day of June, 1996.

                                                 INTERIORS, INC.

                                                 By: /s/Max Munn
                                                  ---------------------------
                                                  Max Munn, President
                                                  Chief Executive Officer,
                                                  Treasurer and Director

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Munn his true and lawful
attorney-in-fact and agent, for him and his name, place and stead, in any and
all capacities, to sign any and all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to make
any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agent, to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.
Signature                                            Title                                           Date
- ---------                                            -----                                          -------
/s/Max Munn                                President, Chief Executive                           June 30, 1996
- ---------------------------------           Officer, Treasurer and Director
Max Munn                            

 /s/Donald Feldman                          Vice President -- Sales and                          June 30, 1996
- ------------------------------              Marketing and Director
Donald Feldman                      

/s/Michael Amore                            Vice President and Chief                             June 30, 1996
- ------------------------------              Financial and Accounting

Michael Amore                               Officer
                                            

/s/Roger Lourie                             Director                                             June 30, 1996
- ------------------------------
Roger Lourie

 /s/Richard A. Josephberg                   Director                                             June 30, 1996
- ------------------------------
Richard A. Josephberg
7
INTERIORS, INC.

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8
INDEX

                                  Exhibit Name

Exhibit
Number
- -------
4.1      Consulting Agreement dated as of June 30, 1996 between the Corporation 
         and Morris Munn.

5.0      Opinion of Bernstein & Wasserman, LLP.

24.1     Consent of Arthur Andersen, LLP.