Exhibit 10.7                                                     Annex K

                               CONTINUING GUARANTY

     THIS CONTINUING  GUARANTY (this  "Guaranty") dated as of _______ ___, 1998,
is executed and delivered by Max Munn and Laurie Munn,  his wife  ("Guarantors")
in favor of Bentley International, Inc., a Missouri corporation ("Beneficiary").

     (i)  Guaranty.  Guarantors  irrevocably  and  unconditionally  guarantee to
Beneficiary full and indefeasible payment of all indebtedness owed by Interiors,
Inc., a Delaware corporation ("Obligor"),  to Beneficiary under (i) that certain
promissory  note  dated  of even  date  herewith,  in the  principal  amount  of
$2,000,000 and (ii) that certain promissory note dated of even date herewith, in
the principal amount of $3,300,000  (collectively,  the "Notes"),  including all
principal and interest (including any interest which, but for the application of
the provisions of the United States  Bankruptcy Code, would have accrued on such
amounts),  when  and as the  same  shall  become  due and  payable,  whether  at
maturity,  acceleration,  or otherwise;  it being the intent of Guarantors  that
this is a guaranty of payment (the "Guaranteed Obligations"). This Guaranty is a
continuing guaranty.  In the event that Obligor fails to timely make any payment
of any Guaranteed  Obligations,  Guarantors immediately shall cause such payment
to be made.  Guarantors  agree  that a separate  action  may be brought  against
Guarantors,  and each of them, whether such action is brought against Obligor or
whether  Obligor is joined in such  action.  Guarantors  agree that  Beneficiary
shall be under no  obligation  to  marshal  any  assets of  Obligor  in favor of
Guarantors,  or any of  them,  or  against  or in  payment  of any or all of the
Guaranteed Obligations.

     (ii) Joint and Several Obligation. The obligations of Guarantors under this
Guaranty are joint and several.

     (iii) Waivers.  To the maximum extent permitted by law,  Guarantors  waive:
(1)  notice  of  acceptance  hereof;  (2)  notice of any  adverse  change in the
financial  condition  of  Obligor  or of any  other  fact  that  might  increase
Guarantors'



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risk hereunder;  (3) notice of presentment  for payment,  demand,  protest,  and
notice  thereof  as to the Notes;  (4) all other  notices  and  demands to which
Guarantors might otherwise be entitled; (5) the right by statute or otherwise to
require  Beneficiary to institute suit against  Obligor or to exhaust any rights
and remedies which Beneficiary has or may have against Obligor;  (6) any defense
arising by reason of any  disability  or other  defense  (other than the defense
that the  Guaranteed  Obligations  shall have been fully  indefeasibly  paid) of
Obligor or by reason of the cessation from any cause whatsoever of the liability
of Obligor in respect thereof;  (7) any rights to assert against Beneficiary any
defense (legal or equitable),  set-off,  counterclaim, or claim which Guarantors
may now or at any time hereafter have against  Obligor or any other party liable
to Beneficiary,  whether or not arising  directly or indirectly from the present
or future lack of perfection,  sufficiency,  validity,  or enforceability of the
Guaranteed  Obligations  or any security  therefor;  (8) any defense  arising by
reason  of  any  claim  or  defense  based  upon  an  election  of  remedies  by
Beneficiary;  and  (9) the  benefit  of any  statute  of  limitations  affecting
Guarantor's liability hereunder.

     (iv) Releases.  Guarantors  consent and agree that, without notice to or by
Guarantor  and without  affecting  or  impairing  the  obligations  of Guarantor
hereunder,  Beneficiary  may, by action or  inaction:  (a)  compromise,  settle,
extend the duration or the time for the payment of, or discharge the performance
of, or may refuse to or otherwise not enforce the Notes;  (b) release all or any
one or more parties to the Notes; or (c) release or substitute any Guarantor, if
any, of the Guaranteed Obligations,  or enforce, exchange, release, or waive any
security for the Guaranteed  Obligations or any other guaranty of the Guaranteed
Obligations, or any portion thereof.

     (v) Restriction on Transfer of Assets.  Guarantors  covenant and agree with
Beneficiary  that they shall not transfer or convey any of their assets for less
than the fair market value thereof unless and until the  Guaranteed  Obligations
have been satisfied in full.


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     (vii) Financial Condition of Obligor.  Guarantors agree to keep informed of
Obligor's financial condition.

                              (ix)   Miscellaneous.

     (a) Any  provision of this Guaranty  which is  prohibited or  unenforceable
under  applicable law, shall be ineffective to the extent of such prohibition or
unenforceability  without  invalidating the remaining  provisions  hereof.  This
Guaranty  constitutes the entire  agreement  between  Guarantors and Beneficiary
pertaining  to the subject  matter  contained  herein.  This Guaranty may not be
altered,  amended,  or  modified,  nor may any  provision  hereof  be  waived or
noncompliance  therewith  consented to, except by means of a writing executed by
both  Guarantor  and  Representative.  THIS  GUARANTY  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     (b) Each party hereto irrevocably submits to the jurisdiction of the courts
of the State of Missouri and the United  States  District  Court for the Eastern
District of Missouri for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this  Guaranty and the  transactions  contemplated
hereby  and to the  laying  of  venue  in any  such  court.  Each  party  hereto
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.

     (c) All notices and other  communications  under or in connection with this
Guaranty  shall  be in  writing  and  shall be  deemed  given  (i) if  delivered
personally,  upon  delivery,  (ii) if delivered by registered or certified  mail
(return  receipt  requested),  upon the earlier of actual delivery or three days
after  being  mailed,  or  (iii) if given by  facsimile,  upon  confirmation  of
transmission  by  facsimile,  in  each  case  to the  parties  at the  following
addresses:

                                            If to Guarantors addressed to:

                                    c/o Interiors, Inc.


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                                    320 Washington Street
                                    Mt. Vernon, New York 10553-1017
                                    Facsimile: (914) 665-5469

                                    Attention: Mr. Max Munn

                                    With copies to:

                                    Paul, Hastings, Janofsky & Walker LLP
                                    Twenty-Third Floor
                                    555 South Flower Street
                                    Los Angeles, California 90071
                                    Facsimile:  (213) 627-0705

                                    Attention: Arthur L. Zwickel, Esq.

                                    If to the Shareholder, addressed
                                    to:

                                    Mr. Lloyd R. Abrams, Pres.
                                    Bentley International, Inc.
                                    9719 Conway Road
                                    St. Louis, MO 63124
                                    Facsimile: 314-569-1512

                                    With a copy to:

                                    Richard B. Rothman, Esq.
                                    Riezman & Blitz, P.C.
                                    7700 Bonhomme Ave.  7th Floor
                                    St. Louis, MO 63105
                                    Facsimile: 314-727-6458

     IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of the date set forth in the first paragraph hereof.



                        
LAURIE MUNN

"Guarantor"


                        
MAX MUNN
"Guarantor"




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<PAGE>

STATE OF ________ )
                  )  SS.
COUNTY OF ______  )

     On this _____ day of __________, 1998, before me personally appeared LAURIE
MUNN,  to me known to be the person  described in and who executed the foregoing
instrument,  and  acknowledged  that she  executed  the same as her free act and
deed.

     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official
seal in the County and State aforesaid, the day and year first above written.

My Commission Expires: _______                           _______________________
                                                                 Notary Public


STATE OF ________ )
                  )  SS.
COUNTY OF ______  )

     On this _____ day of __________,  1998,  before me personally  appeared MAX
MUNN,  to me known to be the person  described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and deed.

     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official
seal in the County and State aforesaid, the day and year first above written.


My Commission Expires: _______                           _______________________
                                                                 Notary Public
 

APPROVED:

Bentley International, Inc.



By:                           
         An Authorized Officer


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