Exhibit 10.9                                                      Annex N

                              THE WINDSOR ART, INC.
                          VOTING TRUST AGREEMENT NO. 1

     THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into this
____ day of July,  1998,  by and among  LLOYD R.  ABRAMS  and MAX MUNN as voting
trustees (in such capacity, the "Voting Trustees"),  INTERIORS, INC., a Delaware
corporation,  the  "Shareholder,"  and BENTLEY  INTERNATIONAL,  INC., a Missouri
corporation ("Bentley").

                              W I T N E S S E T H:

     WHEREAS,  Shareholder  entered  into  on  July 7,  1998,  a Stock  Purchase
Agreement (the "Stock  Purchase  Agreement")  with Bentley to acquire all of the
issued and  outstanding  shares (the "Shares") of common stock,  par value $1.00
per share  ("Common  Stock")  of  WINDSOR  ART,  INC.,  a  Missouri  corporation
("Windsor"); and

     WHEREAS,  pursuant to the terms of the Stock Purchase Agreement Shareholder
has  agreed  that the  Shares  shall be  registered  in the names of the  Voting
Trustees and held pursuant to the terms and provisions of this  Agreement  until
certain indebtedness of Shareholder and Windsor is paid in full; and

     WHEREAS,  the Voting Trustees are willing to serve as Trustees with respect
to the Shares of Common Stock of Windsor as herein provided.

     NOW,  THEREFORE,  in  consideration  of the premises and the  covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

          1. Shares to be Held in Trust.

     (a)  Establishment  of Voting Trust.  Shareholder  and the Voting  Trustees
hereby  establish  and  constitute  this voting trust (the "Voting  Trust") with
respect  to the Shares of Common  Stock of  Windsor  to be sold and  transferred
pursuant to the Stock Purchase Agreement (such Shares of Common Stock of Windsor
hereinafter  are referred to  collectively  as the "Trust  Shares").  The Voting
Trust shall be administered on the terms set forth in this Agreement. The Voting
Trust may be referred to as "The Windsor Art,  Inc.  Voting Trust No. 1" without
reference to the date of this Agreement.

     (b) Actions to be Taken.  At the Closing  described  in the Stock  Purchase
Agreement, the following actions shall be taken by each of the parties hereto:

          (i) Shareholder shall instruct Bentley and Windsor in writing that all
     certificates  evidencing  Shares of Common Stock of Windsor to be issued in
     connection with the Closing pursuant to the Stock Purchase  Agreement shall
     be  issued  to and in the  name of the  Voting  Trustees  pursuant  to this
     Agreement.

<PAGE>

     Bentley shall cause such certificates to be so issued and delivered to
     the Voting  Trustees.  The Voting Trustees hereby are authorized to receive
     and to  hold,  in the  name of the  Voting  Trustees,  for the  benefit  of
     Shareholder  (subject  to the rights of Bentley  as stated  herein,  in the
     Stock Purchase  Agreement and in that certain Pledge Agreement (the "Pledge
     Agreement") of even date herewith  between  Shareholder  and Bentley ), the
     Trust Shares.

          (ii) Immediately following the receipt of the Trust Shares, the Voting
     Trustees  shall (a) issue to  Interiors a voting trust  certificate  in the
     form  of  Exhibit  A  attached  hereto  (the  "Voting  Trust  Certificate")
     evidencing  the number of Trust  Shares  held by the Voting  Trustees,  (b)
     deliver  possession of all  certificates  representing  the Trust Shares to
     Riezman & Blitz,  P.C., the "Agent," so designated in the Pledge  Agreement
     and (c)  execute in blank and  deliver to the Agent the  irrevocable  stock
     power attached hereto as Exhibit B.

          (iii)  Immediately   following   the  receipt  of  the  Voting  Trust
     Certificate,  Interiors  shall (a) deliver  possession  of the Voting Trust
     Certificate to the Agent and (b) shall execute and deliver to the Agent the
     irrevocable stock power attached hereto as Exhibit B.

     (c) Voting Securities Subsequently Acquired. The parties hereto acknowledge
that, if any additional  voting securities of Windsor are issued with respect to
or in exchange for the Trust Shares,  whether by reason of a stock split,  stock
dividend,  share  exchange,   merger,   consolidation  or  similar  transaction,
certificates  representing  such additional voting securities shall be delivered
to the Voting Trustees,  who shall, in turn, deliver the same to the Agent along
with executed  irrevocable  stock powers with respect to such additional  voting
securities  in form and substance  equivalent to Exhibit B, and such  additional
voting securities shall constitute "Trust Shares" hereunder. The Voting Trustees
shall execute and deliver one or more Voting Trust  Certificates  to Shareholder
to represent Shareholder's interest in such additional voting securities,  which
Shareholder,  in turn,  shall  deliver  forthwith  to Agent along with  executed
irrevocable   stock  powers  with  respect  to  such  additional   Voting  Trust
Certificates in form and substance equivalent to Exhibit B. For purposes of this
Agreement,  'voting  securities" shall mean any equity securities of Windsor (or
any corporate  successor,  including any entity which acquires the capital stock
of Windsor or assets of Windsor in consideration  for voting  securities)  which
may be entitled by law to vote at any time with  respect to any matter,  whether
or not such equity  securities are accorded  voting rights under the Articles of
Incorporation of Windsor (or such successor).

     (d)  Legend.  All  certificates  representing  the  Trust  Shares,  and all
warrants and options  exercisable for equity securities which shall become Trust
Shares as set forth herein, shall bear a legend substantially to the effect that
"The  shares of stock of the  corporation  [represented  hereby/receivable  upon
exercise  hereof] are subject to the terms of The Windsor Art, Inc. Voting Trust
Agreement No. 1, as the same may be amended and/or restated from time to time, a
copy of which is on file with the corporation."


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<PAGE>


     2. Voting Trust Shares.

     (a)  Power  to  Vote  Trust  Shares.  Subject  to the  provisions  of  this
Agreement,  the Voting  Trustees  shall have the power to vote the Trust  Shares
with respect to any matter, for or against, on which the Trustees shall agree.

     (b) Matters on Which Trust Shares May Be Voted.  Subject to the  provisions
of this  Agreement,  the  Voting  Trustees,  as such,  shall have full power and
discretion to vote the Trust Shares for the election of directors of Windsor and
on any and all  other  matters  with  respect  to which  holders  of the  voting
securities  of  Windsor  are  entitled  to vote  (including  but not  limited to
amendments  of Windsor's  Articles of  Incorporation,  mergers,  consolidations,
share exchanges,  dissolution of Windsor, acquisitions of business, issuances of
securities or sales or other  dispositions  of all or  substantially  all of the
assets or stock of Windsor or any subsidiary thereof),  whether such matters are
considered in a meeting of such holders or in a unanimous  written consent to be
executed by them.

     (c)  Special  Matters  Regarding  Voting  of Trust  Shares.  The  foregoing
provisions  of  this  Agreement  notwithstanding,  until  there  is a  "Default"
(hereinafter  defined),  the Voting  Trustees shall vote all the Trust Shares in
such manner as may be necessary (i) to provide that Windsor's Board of Directors
shall  consist of two  members,  one  designated  by  Shareholder  and the other
designated by Bentley and (ii) to authorize and allow Windsor and Shareholder to
effect (A) financing  based on the assets of Windsor within the limits set forth
in the Stock Purchase  Agreement,  (B)  "Mezzanine  Financing" as defined in and
subject to the limits set forth in the Stock Purchase Agreement. Anything herein
to the contrary notwithstanding,  upon and after any Default (i) under either of
the  Promissory  Notes  between  Shareholder  and Bentley  executed on even date
herewith  as part of the  consideration  for the  Shares  pursuant  to the Stock
Purchase  Agreement  or (ii) under that  certain  Consulting  Agreement  between
Windsor and Lloyd R. Abrams  executed as of even date herewith,  Lloyd R. Abrams
(or his  successor  Trustee  hereunder)  shall  become the sole  Trustee of this
Voting  Trust and any other  Trustee of the Voting  Trust  shall cease to act in
such capacity,  and Lloyd R. Abrams (or his successor  Trustee  hereunder) shall
have the sole right and power,  in his  absolute  discretion,  to vote the Trust
Shares  as  described  above in  Section  2(a) and  Section  2(b) on any and all
matters with respect to which  holders of the voting  securities  of Windsor are
entitled to vote (including but not limited to amendments of Windsor's  Articles
of Incorporation and Bylaws).  For purposes of this Agreement the term "Default"
as used herein shall mean (a) any failure by  Shareholder to make any payment of
interest or principal  with respect to either of the  Promissory  Notes when the
same is due or within any grace period  provided for in such  Promissory  Notes,
(b) any other Default as such term is defined in either of such Promissory Notes
or (c) any  failure  by Windsor  to make any  payment  of any  amount  under the
Consulting  Agreement  when the same is due or within any grace period  provided
for in such Consulting Agreement.

     3. Voting Trustees.



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<PAGE>

     (a) Any  individual  acting as one of the  Voting  Trustees  shall have the
right to resign as a Voting Trustee hereunder during his lifetime at any time by
notice  delivered to the other Voting  Trustee,  Bentley and  Shareholder,  such
resignation to be effective at such time as a successor  Voting Trustee  accepts
this Agreement pursuant to Section 3(c).

     (b) Subject to the terms of Section 2(c) of this Agreement, in the event of
the  resignation,  death or inability of one of the Voting Trustees to serve for
any  reason,  the  successor  to such  Voting  Trustee  shall  be an  individual
appointed in accordance  with the  provisions of this Section 3(b). In the event
the   trusteeship   originally   occupied  by  Lloyd  R.  Abrams  (the  "Bentley
Trusteeship")  becomes  vacant,  Bentley  within ten (10) days of its receipt of
notice of such vacancy shall appoint  another  individual to as a Voting Trustee
hereunder  who shall  occupy the Bentley  Trusteeship  and shall for purposes of
this  Agreement  be  deemed  Lloyd R.  Abrams'  successor;  and in the event the
trusteeship  originally  occupied  by Max  Munn  (the  "Interiors  Trusteeship")
becomes vacant,  Interiors within ten (10) days of its receipt of notice of such
vacancy shall appoint  another  individual to as a Voting Trustee  hereunder who
shall occupy the Interiors  Trusteeship and shall for purposes of this Agreement
be deemed Max Munn's successor.
 
     (c) Any person  appointed as a successor  Voting  Trustee  hereunder  shall
become a Voting  Trustee only upon written  acceptance of this Agreement and the
rights, powers, duties and obligations of the Voting Trustees hereunder, and the
delivery of such  acceptance to the acting Voting Trustee (if any),  Bentley and
Shareholder.  Each successor Voting Trustee shall have the same rights,  powers,
duties and obligations as the Voting Trustee whom such successor succeeds.

     4.Cash Dividends; Shareholder Materials. During the term of this Agreement,
the Voting Trust Certificate holder shall continue to remain entitled to receive
any cash and in kind  dividends  declared  and paid  with  respect  to the Trust
Shares (except in kind dividends of voting  securities),  and any  informational
materials  distributed  by Windsor to all  holders of voting  securities  of the
Windsor.  The Voting  Trustees shall be solely  responsible  for the delivery of
such informational  materials and cash and in kind dividends to the Voting Trust
Certificate holder.

     5. Termination.

     (a) This Agreement and the Voting Trust created herein shall terminate upon
the earlier to occur of the following: (i) the execution of an instrument by all
parties to this Agreement  terminating this Agreement;  (ii) at such time as the
Promissory Notes have been paid in full and all obligations under the Consulting
Agreement  have either been paid in full or satisfied;  or (iii) at such time as
the Voting Trust Certificate has been acquired by Bentley pursuant to the Pledge
Agreement.

     (b) Upon  termination of this Agreement and the Voting Trust created herein
upon the occurrence of an event recited in Section  5(a)(i) or Section  5(a)(ii)
above,   Shareholder   shall  surrender  to  the  then  acting  Voting  Trustees
Shareholder's Voting Trust Certificate, duly


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<PAGE>

endorsed  for  transfer.  The  Voting  Trustees  shall  as soon  as  practicable
thereafter cause to be distributed to Shareholder,  free from trust, one or more
certificates   representing   the  Trust   Shares  to  which   Shareholder   (or
Shareholder's  assignee) is entitled,  which  certificates shall not contain the
legend recited in Section 1(d) hereof.

     (c) Upon  termination of this Agreement and the Voting Trust created herein
upon the  occurrence of the event recited in Section  5(a)(iii)  above,  Bentley
shall surrender to the then acting Voting Trustees the Voting Trust Certificate,
duly endorsed for transfer.  The Voting  Trustees  shall as soon as  practicable
thereafter  cause to be  distributed  to Bentley,  free from trust,  one or more
certificates  representing  the Trust  Shares  to which  Bentley  (or  Bentley's
assignee) is entitled,  which  certificates shall not contain the legend recited
in Section 1(d) hereof.

     6. Transfer and Distribution of Trust Shares.  Except as expressly provided
in this Agreement and in the Pledge Agreement,  no party to this Agreement shall
have the right or power to sell,  pledge,  give, assign or transfer in any other
manner the Voting Trust  Certificate  or any of the Trust Shares or any interest
in either.  Each party  hereto  agrees  that any  transfer  of the Voting  Trust
Certificate or Trust Shares shall be in accordance  with all applicable  federal
and state securities laws.

     7.  Compensation of Voting  Trustees.  The Voting Trustees shall receive no
compensation for their services as Voting Trustees hereunder, but this provision
shall not limit in any way the  compensation  or benefits which a Voting Trustee
may  receive in his or her  capacity  as an  officer,  director,  consultant  or
attorney of any of the parties to this Agreement.

     8. Liability of Voting Trustees. Subject to the terms of this Agreement, it
is the  intention  of the  parties  that the  Voting  Trustees  have  unfettered
discretion to vote the Trust Shares as they deem appropriate.  No Voting Trustee
shall be liable to  Shareholder  or any other person for any loss arising out of
or in connection  with his or her voting of any of the Trust Shares or any other
action or inaction as Voting Trustees hereunder,  unless such loss was caused by
a Voting Trustee's gross negligence or willful  misconduct.  The Voting Trustees
may  consult  with  counsel of their  choice,  and shall have full and  complete
authorization  and  protection  for any action  taken or  suffered by the Voting
Trustees under this  Agreement in good faith and in accordance  with the opinion
of such counsel.  No Voting Trustee acting hereunder shall be required to give a
bond or other security for the faithful performance of its duties as such.

     9.  Dissolution.  In the  event of the  dissolution  or  total  or  partial
liquidation  of the  Windsor,  whether  voluntary  or  involuntary,  the  Voting
Trustees shall receive the moneys,  securities,  rights or property to which the
Voting Trust  Certificate  holders  deposited  hereunder  are entitled and shall
distribute the same among the registered holders of Voting Trust Certificates in
proportion to their respective  interests therein,  subject to the provisions of
the  Pledge  Agreement.  Upon such  distribution,  all  further  obligations  or
liability of the Voting Trustees in respect of such moneys,  securities,  rights
or property so received shall cease.



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<PAGE>

     10.  Non-Disqualification.  Nothing  herein  contained  shall  disqualify a
Voting Trustee from voting for it or any of its employees,  officers, directors,
shareholders  or  affiliates  to serve or from  having  any such  persons  serve
Windsor or any of its subsidiaries or affiliates as an officer or director or in
any  other  capacity  and  from  voting  for  any  of its  employees,  officers,
directors,  shareholders  or  affiliates  to receive and having any such persons
receive compensation for such services.

     11. Notices.  All notices and other  communications  under or in connection
with  this  Agreement  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:

         In the case of the Voting Trustees, to:

             Lloyd R. Abrams               Max Munn
             9719 Conway Road              Interiors, Inc.
             St. Louis, Missouri  63124    320 Washington Street
                                           Mt.Vernon, NY 10553-1017
             Facsimile: (314) 569-1512     Facsimile: (914) 665-5469

         In the case of Shareholder to:

                  Interiors, Inc.
                  320 Washington Street
                  Mt. Vernon, NY 10553-1017
                  Attn: Max Munn
                  Facsimile: (914) 665-5469

         In the case of Bentley to:

                  Bentley International, Inc.
                  9719 Conway Road
                  St. Louis, Missouri 63124
                  Attn: Lloyd R. Abrams
                  Facsimile: (314) 569-1512




In the case of any notice to Max Munn or  Shareholder  a copy shall be sent also
to:

                  Paul, Hastings, Janofsky & Walker LLP


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<PAGE>

                  Twenty-Third Floor
                  555 South Flower Street
                  Los Angeles, California 90071
                  Attention:  Arthur L. Zwickel, Esq.
                  Facsimile: (213) 627-0705

In the case of any  notice to Lloyd R.  Abrams or  Bentley a copy  shall be sent
also to:

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

     12.  Amendment.  This  Agreement  may be amended or modified in whole or in
part only by a document in writing signed by the Voting  Trustees and each other
party against whom such amendment or modification is to be enforced.

     13.  Counterparts.  This Voting Trust  Agreement  may be executed in one or
more counterparts,  each of which shall constitute an original, and all of which
taken together shall constitute one instrument.

     14.  Severability.  If any one or more of the provisions  contained in this
Agreement or any application thereof shall be invalid,  illegal or unenforceable
in any  respect,  the  validity,  legality or  enforceability  of the  remaining
provisions of this Agreement and any other application  thereof shall not in any
way be affected or impaired thereby.

     15.  Headings.  The headings in this Agreement are inserted for convenience
only and in no way alter,  amend,  modify,  limit or  restrict  the  contractual
obligations of the parties hereto.

     16.  Binding  Effect.  This  Agreement  shall be binding  on,  inure to the
benefit of, and be  enforceable  by and against the Voting  Trustees,  the other
parties  hereto,   and  their  respective   heirs,   personal   representatives,
distributees, successors and assigns.

     17. Governing Law, Jurisdiction and Venue. This Agreement shall be governed
by and construed 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 the Eastern  District
of Missouri for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement 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.



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<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.


___________________________________    ___________________________________
Lloyd R. Abrams, as a Voting Trustee   Max Munn, as a Voting Trustee


BENTLEY INTERNATIONAL, INC.            INTERIORS, INC.


By:________________________________    By:_________________________________
      Lloyd R. Abrams, President           Max Munn, President
 



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<PAGE>

 
                 Windsor Art, Inc. Voting Trust Agreement No. 1

THE  SECURITIES  REPRESENTED  BY THIS  VOTING  TRUST  CERTIFICATE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY BE TRANSFERRED ONLY
IF REGISTERED  UNDER APPLICABLE  SECURITIES LAW OR IF AN EXEMPTION  THEREFROM IS
AVAILABLE.

No. 1                                                                100 Shares

                                Windsor Art, Inc.
                             a Missouri corporation

                            Voting Trust Certificate

         This certifies that:

     (1)  certificates  representing One Hundred (100) shares of Common Stock of
Windsor Art, Inc.., a Missouri corporation ("Company"), have been deposited with
the  undersigned,  as Voting  Trustees under the Windsor Art, Inc.  Voting Trust
Agreement No. 1 (the "Voting Trust Agreement"), dated as of July 30, 1998, among
Lloyd R. Abrams and Max Munn, as Voting Trustees, and the other parties thereto,
including the person named in the immediately succeeding paragraph; and

     (2)  Interiors,  Inc., a Delaware  corporation  or the  registered  assigns
thereof,  is entitled to all of the  benefits  arising  from the deposit of such
shares,  subject  to the terms and  conditions  set  forth in the  Voting  Trust
Agreement.

     Subject to the  limitations  set forth in the Voting Trust  Agreement,  and
subject to  limitations  imposed by  applicable  law from time to time (if any),
this  certificate and the rights of the registered  holder may be transferred on
the records  maintained by the Voting Trustees under the Voting Trust Agreement.
In the event of such a transfer,  the Voting  Trustees  shall cause  appropriate
evidence thereof to be endorsed hereon or shall, in the discretion of the Voting
Trustees, cause another certificate (or additional certificates) to be issued in
replacement for this certificate to reflect the transfer appropriately.

     IN WITNESS  WHEREOF,  the  undersigned  Voting  Trustees have executed this
certificate this _____ day of ________, _____.

___________________________             ____________________________
Lloyd R. Abrams, Voting Trustee           Max Munn, Voting Trustee


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<PAGE>
 
                 Windsor Art, Inc. Voting Trust Agreement No. 1

                     IRREVOCABLE STOCK POWER AND ASSIGNMENT

     FOR VALUE  RECEIVED,  the  undersigned do hereby sell,  assign and transfer
unto  ____________________________  _______  shares of the of common stock,  par
value $1.00 per share  ("Common  Stock"),  of WINDSOR ART, INC. (the  "Company")
represented  by  Stock  Certificate  No.________  and all of the  undersigned's
right,  title and interests in and to that certain Voting Trust Certificate No.1
(issued  pursuant to the terms and  provisions of the Windsor Art,  Inc.  Voting
Trust Agreement No. 1), both  certificates  being attached hereto,  being all of
the  Common  Stock  of the  Company  owned  by the  undersigned,  and do  hereby
irrevocably constitute and appoint _____________________ as attorney to transfer
the said  stock on the books of the  Company  and  surrender  the  Voting  Trust
Certificate  as  provided  in the said  Voting  Trust  Agreement  in  connection
therewith  with full power of  substitution  in the premises.  Dated:  _________
____, ____

____________________________                  ____________________________
Lloyd R. Abrams, Voting Trustee               Max Munn, Voting Trustee

Being the Voting Trustees under the Windsor Art, Inc. Voting Trust Agreement No.
1

In the Presence Of:

______________________________

Interiors, Inc.
 
By: __________________________
        Max Munn, President

In the Presence Of:

_____________________________


                                      -10-