Exhibit 10.1                                                     ANNEX A-1
                         NON-NEGOTIABLE PROMISSORY NOTE


   $2,000,000                                             ________ ___, 1998
 


     FOR VALUE RECEIVED,  Interiors,  Inc., a Delaware corporation  ("Obligor"),
hereby promises to pay to the order of Bentley  International,  Inc. ("Holder"),
the principal sum of TWO MILLION  DOLLARS  ($2,000,000),  together with interest
thereon at the rate of eight  percent  (8%) per annum  commencing  as of July 7,
1998,  without offset or deduction of any kind or nature (whether  pertaining to
this  Note or to any  other  agreement  by or  among  the  parties  hereto),  in
accordance  with the  following  schedule:  On July 1, 1999 Obligor shall make a
principal  payment of $166,666.67  together with accrued  interest on the unpaid
principal  balance of this Note from July 7,  1998,  through  July 1, 1999,  and
thereafter,   Obligor  shall  make  equal  quarterly   payments  of  $166,666.67
commencing  October  1,  1999,  together  with  accrued  interest  on the unpaid
principal  balance of this Note, until paid in full on April 1, 2002;  provided,
however,  that Obligor shall have the right,  but not the obligation,  to pay to
Holder on or prior to September 30, 1998 the sum of $1,500,000.00  together with
all unpaid  interest  accrued to such date in  complete  satisfaction  of all of
Obligor's obligations under this Note.

     If any payment of  principal or interest on this Note is due on a Saturday,
Sunday  or any day  which  shall  be a day on  which  banking  institutions  are
authorized  by  federal  law to close,  such  payment  shall be made on the next
succeeding  business day.  Interest accrued on the unpaid  principal  balance of
this Note  shall be payable on the dates set forth  above.  Upon the  payment in
full of all unpaid principal of this Note, all accrued and unpaid interest shall
be due and payable forthwith.

     Each payment made pursuant to this Note shall be credited first on interest
then due and the remainder on principal;  and interest shall  thereupon cease to
accrue upon the principal so credited.  Obligor reserves the right to prepay all
or any part of the principal of this Note at any time without penalty so long as
any interest then due has been paid in full.

     "Event of Default"  shall mean the  occurrence  or  existence of any one or
more of the following: (i) failure of Obligor to make any payment of interest or
principal on this Note within five (5) business  days after the due date (unless
cured within five (5)  business  days after  Obligor's  receipt of notice of the
occurrence  thereof (a "Cured  Payment  Default"),  (ii) the failure of Windsor
Art,  Inc.  ("Windsor"),  a  wholly-owned  subsidiary  of  Obligor,  to make any
required payment under that certain  Consulting  Agreement dated  _____________,
1998, between Windsor and Lloyd R. Abrams (the "Consulting  Agreement")  (unless
cured,  either by  Windsor or Obligor as  guarantor  of  Windsor's  obligations,
within  five  (5)  business  days  after  Obligor's  receipt  of  notice  of the
occurrence thereof),  (iii) if Obligor shall become insolvent or file a petition
under any  chapter of the United  States Bankruptcy  Code or a petition  to take
advantage  of any other  bankruptcy  or  insolvency  law;  (iv) if a  custodian,
receiver or trustee of all or any part of Obligor's  property shall be appointed
and not be dismissed  within 60 days;  (v) if any  assignment for the benefit of
Obligor's  creditors  shall be made;  (vi) if  Obligor  admits  in  writing  its
inability  to pay its debts  generally  as they  become  due,  (vii)  failure of
Obligor to make any payment  required by Section  8.12(c) of that certain  Stock
Purchase

<PAGE>

Agreement  dated July 7,  1998,  between  Obligor  and  Holder  within  five (5)
business days of the due date thereof  (unless cured by Obligor  within five (5)
business days after Obligor's receipt of notice of the occurrence  thereof),  or
(viii)  failure of Obligor to pay the $500.00  penalty as  hereinafter  provided
with the payment of any Cured Payment Default.

     Upon the occurrence of any Event of Default (i) the unpaid principal amount
of and accrued interest on this Note shall automatically  become immediately due
and payable,  without presentment,  demand, protest or other requirements of any
kind,  all of  which  are  hereby  expressly  waived  by the  Obligor,  (ii) the
Interiors Inc., Voting Trust Agreement No. 1 shall terminate, (iii) all monetary
compensation due to Lloyd R. Abrams during the term of the Consulting  Agreement
shall become  immediately due and payable and (iv) that certain  Noncompetition,
Nondisclosure, Nonsolicitation and Intellectual Property Agreement dated of even
date herewith between Windsor and Lloyd R. Abrams shall terminate.  In the event
that there are more than two (2) Cured Payment Defaults under this Note, Obligor
shall pay to Holder the sum of $500.00 as a penalty upon the  occurrence of each
Cured Payment Default occurring  subsequent to the second Cured Payment Default.
Any  notice  required  to be given to Obligor  hereunder  must be  delivered  in
accordance  with the  provisions of Section 11.01 of that certain Stock Purchase
Agreement dated as of July 7, 1998 between Obligor and the Shareholder.

     The  obligations  of Obligor  under this Note are  secured by that  certain
Pledge Agreement between Obligor and Holder of even date herewith.

     Principal  and interest  shall be paid in lawful money of the United States
and shall be made at 9719 Conway Road,  St. Louis,  Missouri  63124,  or at such
other  place as Holder  shall have  designated  to  Obligor in writing  for such
purpose.

     This Note and the indebtedness evidenced hereby shall be subordinate in the
manner and to the extent set forth in a Subordination  Agreement  between Holder
and Obligor's senior, secured lender.

     This Note may not be sold,  transferred,  assigned or pledged or  otherwise
disposed of by Holder  without the prior written  consent of Obligor;  provided,
however,  that Holder shall be permitted to pledge its right to receive payments
under this Note so long as Holder  remains at all times the legal  owner of this
Note.

     Upon the  occurrence  of an Event of Default,  Obligor  agrees to pay, upon
demand,  all reasonable  expenses of Holder incident to the exercise of Holder's
rights hereunder, including reasonable attorneys' fees.

     This Note is being  delivered  and is intended to be performed in the State
of Missouri,  and shall be governed by and  construed and enforced in accordance
with the internal laws of the State of Missouri.  Each party hereto  irrevocably
submits  to the  jurisdiction  of the  courts of the State of  Missouri  and the
United States District Court for


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<PAGE>

the Eastern District of Missouri for the purpose of any suit, action, proceeding
or  judgment  relating  to or  arising  out of this  Note  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.

                                         INTERIORS, INC.,
                                         a Delaware corporation



                                         By:________________________________
                                                 An Authorized Officer




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