Exhibit 10.3                                                     Annex B

                                ESCROW AGREEMENT


     THIS ESCROW AGREEMENT (this "Escrow Agreement') is made and entered into as
of the  ___  day of  July,  1998,  by and  among  Interiors,  Inc.,  a  Delaware
corporation  ("Buyer"),  U.S. Bank Trust, a national association  (together with
its  successors and assigns,  the "Escrow  Agent"),  and Bentley  International,
Inc., a Missouri  corporation (the  "Shareholder").  For purposes of this Escrow
Agreement,  all capitalized terms shall have the meanings ascribed to such terms
in the Stock Purchase Agreement(defined below) unless otherwise defined herein.

                                    RECITALS

     A. Pursuant to that certain Stock Purchase Agreement,  dated as of the date
hereof (the 'Stock Purchase  Agreement") by and among Buyer and the Shareholder,
Buyer is purchasing  all of the issued and  outstanding  shares of common stock,
par value $1.00 per share (the "Common  Stock") of Windsor Art, Inc., a Missouri
corporation (the 'Company").

     B. The Stock  Purchase  Agreement  provides that Buyer shall be entitled to
indemnification  pursuant to the terms set forth in the Stock Purchase Agreement
for certain Damages resulting from breaches of  representations,  warranties and
covenants made by the Shareholder in the Stock Purchase Agreement.

     C. The Stock  Purchase  Agreement  provides that an escrow  account will be
established to secure the  indemnification  obligations of the Shareholder,  and
the execution and delivery of this Escrow Agreement is a condition  precedent to
the obligation of Buyer to consummate the transactions contemplated by the Stock
Purchase Agreement.

 
     NOW THEREFORE, in consideration of 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.

     (a)  Shareholder  hereby  delivers to the Escrow Agent a certificate in the
name of the Escrow Agent  representing  1,500,000  shares of the Buyer's  Common
Stock (as



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<PAGE>

defined in the Stock  Purchase  Agreement)  (the  "Escrow  Shares')  pursuant to
Section 2.03 of the Stock  Purchase  Agreement,  the receipt of which the Escrow
Agent hereby  acknowledges.  The Escrow  Shares shall be deposited in an account
established  at the Escrow Agent for receipt of such Escrow  Shares (the 'Escrow
Account") and shall be held in such Escrow Account and distributed in accordance
with the terms and provisions of this Escrow Agreement.

     (b) 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 stock
dividends,  stock splits or  otherwise,  shall be delivered to the 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,  cash dividends or other property shall
be considered part of the Escrow Account for purposes hereof.

     (c) Buyer  shall  have the  right,  in its sole  discretion,  to direct the
Escrow Agent in writing as to the exercise of any voting  rights  pertaining  to
the Escrow  Shares,  and the Escrow  Agent shall  comply  with any such  written
instructions.  In the absence of such  instructions from Buyer, the Escrow Agent
shall not vote the Escrow Shares.

     (d) The  interest of the  Shareholder  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.  In  addition,  no  such  assignment  shall  terminate  Shareholder's
obligations  under the Voting  Agreement  between  Shareholder and Buyer of even
date herewith.

     2. Investment of Escrow Account. Cash dividends distributable in respect of
any of the Escrow  Shares,  if any,  shall be held and invested or reinvested by
the Escrow Agent at the written or oral request of the Shareholder in any of the
following securities:

     (a)  obligations  issued or  guaranteed  by the United States or any person
controlled  or  supervised  by and  acting as an  instrumentality  of the United
States pursuant to authority granted by Congress; and

     (b) certificates of deposit of banks or trust companies, including those of
the Escrow Agent, organized under the laws of the United States of America.


 


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<PAGE>

Such  investments  shall be made subject to any orders of the  Shareholder  with
respect thereto, provided that investments of monies in the Escrow Account shall
in any event mature or be  redeemable  or be subject to  liquidation  by sale or
otherwise  at the option of the Escrow Agent at such time as may be necessary to
make timely  disbursements  from the Escrow Account.  Subject to any such orders
with respect thereto, or in the absence of any orders from the Shareholder,  the
Escrow  Agent  may from  time to time sell such  investments  and  reinvest  the
proceeds  therefrom in other  investments  of the type described in this Section
maturing or redeemable as aforesaid.  Any such investments may be purchased from
the Escrow Agent or any affiliate of the Escrow Agent.  The Escrow Account shall
be credited with all proceeds of sale and income from such investment.

     3. Term.  Subject  to  indemnification  claims  made by Buyer  against  the
Shareholder  pursuant to the Stock Purchase  Agreement,  the term of this Escrow
Agreement  shall  commence on the date hereof and  terminate on the later of (i)
the first anniversary of the Closing Date (the  "Anniversary  Date")and (ii) the
date on which the last pending claim is resolved and paid or not paid.

                         4.  Claims Against Escrow Account.

     (a) If, at any time  during the term of this  Escrow  Agreement,  Buyer has
incurred  or suffered  Damages to for which it is  entitled  to  indemnification
under Article X of the Stock Purchase Agreement, Buyer shall give written notice
of such  claim to  Shareholder  and the  Escrow  Agent,  stating  in  reasonably
sufficient detail the events or circumstances which are the basis for and amount
of such claim.  If Shareholder  objects to any such claim, it shall give written
notice of such  objection  to Buyer and the  Escrow  Agent  within ten (10) days
after the date of receipt of Buyer's notice,  and shall state the basis for such
objection.  Notwithstanding  the  foregoing,  such ten (10) day period  shall be
extended to a twenty (20) day period if within such original ten (10) day period
the  Shareholder  gives  written  notice  to Buyer  and the  Escrow  Agent  that
additional time is necessary to respond to the claim. If no objection to Buyer's
claim is made by the Shareholder within such ten (10) day period, or twenty (20)
day period, as applicable,  the claim shall be deemed resolved and shall be paid
by the Escrow Agent pursuant to Section 5 without  further  mutual  instructions
from the parties.

     (b) If Shareholder  provides timely notice of objection to any claim, Buyer
and Shareholder shall attempt to resolve the dispute and, if they are able to do
so, shall give

 


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<PAGE>

mutual  written  notice to the Escrow Agent of the resolution of the dispute and
the amount of the claim resolved, if any.

     (c) If Buyer  and the  Shareholder  are  unable  informally  to  resolve  a
disputed  claim pursuant to Section 4(b) above within twenty (20) days after the
date of the  Shareholder's  objection  to Buyer's  claim,  the dispute  shall be
settled by a court of  competent  jurisdiction  in the State of  Missouri or the
United States  District  Court for the Eastern  District of Missouri.  Any final
decision or award of such court shall be treated as a claim  resolved under this
Escrow Agreement and shall be final and conclusive on the parties to this Escrow
Agreement and their  respective  affiliates.  The parties  hereto agree that any
action or proceeding  pursuant to this Escrow  Agreement  shall be brought in an
appropriate  Missouri  court or in the  United  States  District  Court  for the
Eastern District of Missouri,  and in connection with such action or proceeding,
the laws of the State of  Delaware  shall  govern.  The  parties  hereto  hereby
consent to the  jurisdiction  of such court.  Buyer and the Shareholder may each
respectively  appoint  such  attorneys,  accountants  and agents to act for them
before the court.

     5. Payment of Resolved  Claims.  Within five (5) days  following the day on
which a claim is resolved  pursuant to Section 4 above,  the Escrow  Agent shall
release to Buyer Escrow  Shares out of the Escrow  Account  having a Fair Market
Value equal to the lesser of (i) the amount of any such  resolved  claim or (ii)
the then current Fair Market Value of all Escrow Shares  remaining in the Escrow
Account.  For  purposes  of this  Section 5, the "Fair  Market  Value" of Escrow
Shares  shall be the average  closing bid price per share of Buyer  Common Stock
for the twenty (20) trading days  immediately  preceding  the third  trading day
prior to the date that the applicable claim is resolved.

                   6.  Restrictions on Sale of Escrow Shares.

     (a) If and to the extent that the Shareholder is distributed  Escrow Shares
on the Anniversary  Date pursuant to Section 7.1, the Shareholder  covenants and
agrees with Buyer that, during the period commencing on the Anniversary Date and
continuing for ten (10) consecutive weeks from the Anniversary Date (the "Lockup
Period"),  the  Shareholder  will not,  in any  calendar  week during the Lockup
Period,  sell more than ten percent (10%) of the  aggregate  number of shares of
Buyer  Common  Stock  which it  receives on the  Anniversary  Date (the  "Lockup
Shares"). The Shareholder  acknowledges and agrees that Buyer may notify Buyer's
transfer  agent of this  restriction on the transfer of the Lockup Shares during
the Lockup Period.


 


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<PAGE>

     (b) Upon termination of the Escrow Agreement,  the parties shall enter into
a Voting Trust Agreement in the form of Exhibit A attached hereto.

                       7.    Release of Escrow Property.

     7.1 Immediately after the Anniversary Date, the Escrow Agent shall hold and
distribute  the  Escrow  Shares and all other  property  then held in the Escrow
Account in accordance with the following:

     (a) If there is on that date neither any claim  asserted by the Buyer which
has not yet been resolved pursuant to Section 4 hereof (a "pending claim"),  nor
any claim of Buyer resolved but not paid,  the Escrow Agent shall  distribute to
the Shareholder,  the Escrow Shares and any other property in the Escrow Account
subject to Section 6(b) above.

     (b) If there is on that date any pending  claim,  or any claim resolved but
not paid, the Escrow Agent shall retain in the Escrow Account for the purpose of
satisfying  any such pending or resolved but unpaid  claims an amount of cash or
cash equivalents  equal to the amount of all pending claims and resolved but not
paid  claims.  If the cash and cash  equivalents  in the  Escrow  Account on the
Anniversary  Date are not  sufficient  to cover all  pending  claims  and claims
resolved but not paid,  the Escrow Agent shall retain an amount of Escrow Shares
and/or other property having a Fair Market Value equal to the difference between
(i) the amount of cash in the Escrow  Account on the  Anniversary  Date and (ii)
the total amount of all pending  claims and  resolved  but not paid  claims.  In
addition to the foregoing,  the Escrow Agent shall distribute to the Shareholder
any Escrow Shares and other property which is not retained in the Escrow Account
pursuant to this Section 7.1(b). Upon the written request of either Buyer or the
Shareholder,  the Escrow  Agent  shall sell any Escrow  Shares  retained  in the
Escrow  Account  pursuant to this  Section  7.1(b) (the  "Retained  Shares") and
retain the  proceeds  of such sales in the Escrow  Account;  provided,  however,
that,  unless Buyer  otherwise  consents in writing,  the Escrow Agent shall not
sell more than ten percent (10%) of the aggregate  number of Retained Shares per
week.

     7.2 Following the expiration of the term of this Escrow Agreement,  as each
pending  claim is paid or denied for which an amount was  reserved  according to
Section 7.1(b) hereof,  the Escrow Agent shall distribute to the Shareholder the
balance of the cash and cash equivalents  (and, to the extent Escrow Shares have
not been liquidated pursuant to Section 7.1(b) above, Escrow Shares), if any, in
the Escrow Account, subject to Section 6(b) above; provided, however, that

 


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<PAGE>

if at that time there  remain  other  pending  claims or  resolved  but not paid
claims,  the Escrow Agent shall continue to hold cash and cash equivalents in an
amount  equal to the  lesser of (i) the  value of all cash and cash  equivalents
(and, to the extent Escrow Shares have not been  liquidated  pursuant to Section
7.1(b) above,  Escrow Shares) in the Escrow Account, or (ii) the total amount of
all pending  claims or resolved but not paid claims.  When no pending  claims or
resolved but not paid claims  remain,  the Escrow Agent shall  distribute to the
Shareholder the balance,  if any, of the cash and cash equivalents  (and, to the
extent Escrow Shares have not been liquidated  pursuant to Section 7.1(b) above,
Escrow Shares) in the Escrow Account subject to Section 6(b) above.

                               8.   Escrow Agent.

     8.1  The  duties  of  the  Escrow   Agent   hereunder   shall  be  entirely
administrative and not discretionary. The Escrow Agent shall be obligated to act
only in accordance with written or oral instructions  received by it as provided
in this Escrow  Agreement  and is  authorized  hereby to comply with any orders,
judgments  or decrees of any court of  competent  jurisdiction  and shall not be
liable as a result of its compliance with the same.

     8.2 As to any legal questions arising in connection with the administration
of this Escrow Agreement, the Escrow Agent may rely absolutely upon the opinions
given to it by its counsel and shall be free of liability for acting in reliance
on such opinions.

     8.3  The  Escrow  Agent  may  rely  absolutely  upon  the  genuineness  and
authorization  of the signature  and  purported  signature of any party upon any
instruction, notice, release, receipt or other document delivered to it pursuant
to this Escrow Agreement.

     8.4 The Escrow Agent may, as a condition to the  disbursement  of monies as
provided  herein,  require from the payee or recipient a receipt  therefor  and,
upon final  payment  or  disposition,  a release  of the  Escrow  Agent from any
liability  arising out of its execution or performance of this Escrow Agreement,
such release to be in a form reasonably satisfactory to the Escrow Agent.

     8.5 The parties  agree that the Escrow  Agent will be  compensated  for its
services in accordance with Exhibit B hereto,  until  termination of this Escrow
Agreement or resignation of the Escrow Agent.  Buyer and the  Shareholder  shall
each pay one-half of the fees and expenses of the Escrow Agent.

 


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<PAGE>


                                 9.  Indemnity.

     9.1 Buyer and the Shareholder agree to and hereby do waive any suit, claim,
demand or cause of action of any kind  which  they or it may have or may  assert
against  the  Escrow  Agent  arising  out of or  relating  to the  execution  or
performance  by the Escrow  Agent of this  Escrow  Agreement,  unless such suit,
claim,  demand or cause of  action is based  upon the  wilful  neglect  or gross
negligence or bad faith of the Escrow Agent. They further agree to indemnify the
Escrow Agent against and from any and all claims,  demands,  costs,  liabilities
and expenses,  including  reasonable counsel fees, which may be asserted against
it or to  which  it may be  exposed  or which  it may  incur  by  reason  of its
execution or performance of this Escrow  Agreement.  Such agreement to indemnify
shall survive the termination of this Escrow Agreement until extinguished by any
applicable statute of limitations.

     9.2 In case any  litigation is brought  against the Escrow Agent in respect
of which indemnity may be sought  hereunder,  the Escrow Agent shall give prompt
notice of that litigation to the parties hereto, and the parties upon receipt of
that  notice  shall have the  obligation  and the right to assume the defense of
such  litigation,  provided that failure of the Escrow Agent to give that notice
shall not relieve the parties  hereto from any of their  obligations  under this
Section unless that failure  prejudices  the defense of such  litigation by said
parties.  At its own expense,  the Escrow Agent may employ separate  counsel and
participate  in the  defense.  The  parties  hereto  shall not be liable for any
settlement without their respective consents.

     10.  Acknowledgment  by the Escrow Agent. By execution and delivery of this
Escrow Agreement, the Escrow Agent acknowledges that the terms and provisions of
this Escrow  Agreement are  acceptable and it agrees to carry out the provisions
of this Escrow Agreement on its part.

     11. Resignation or Removal of Escrow Agent; Successors.

     11.1 (a) The Escrow Agent may resign as such following the giving of thirty
(30) days' prior written  notice to the other  parties  hereto.  Similarly,  the
Escrow  Agent may be removed and  replaced  following  the giving of thirty (30)
days' prior  written  notice to the Escrow  Agent by the  Shareholder  or by the
Buyer. In either event,  the duties of the Escrow Agent shall  terminate  thirty
(30) days after the date of such  notice (or as of such  earlier  date as may be
mutually agreeable);  and the Escrow Agent shall then deliver the balance of the
Escrow Fund then in its possession to a

 


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<PAGE>

successor  Escrow  Agent as shall be appointed  by the other  parties  hereto as
evidenced by a written notice filed with the Escrow Agent.

     (b) If for any  reason  any  person  or  entity  is  unwilling  to serve as
successor  Escrow Agent and if the other parties hereto are unable to agree upon
a successor or shall have failed to appoint a successor  prior to the expiration
of thirty (30) days  following the date of the notice of resignation or removal,
the then acting  Escrow Agent may  petition any court of competent  jurisdiction
for the appointment of a successor Escrow Agent or other appropriate relief; and
any such resulting appointment shall be binding upon all of the parties hereto.

     11.2 Every successor  appointed  hereunder  shall execute,  acknowledge and
deliver to its  predecessor  and the other  parties  hereto,  an  instrument  in
writing  accepting such  appointment  hereunder,  and thereupon such  successor,
without  any  further  act,  shall  become  fully  vested  with all the  duties,
responsibilities and obligations of its predecessor; but such predecessor shall,
nevertheless,  on the  written  request of its  successor  or any of the parties
hereto,  execute and deliver an instrument or instruments  transferring  to such
successor all the rights of such predecessor  hereunder,  and shall duly assign,
transfer and deliver all property,  securities and monies held by it pursuant to
this Escrow Agreement to its successor. Should any instrument be required by any
successor for more fully vesting in such successor the duties,  responsibilities
and obligations  hereby vested or intended to be vested in the predecessor,  any
and all such  instruments in writing  shall,  on the request of any of the other
parties hereto, be executed, acknowledged and delivered by the predecessor.

     11.3 In the event of an appointment of a successor,  the predecessor  shall
cease to be  custodian of any funds,  securities  or other assets and records it
may hold pursuant to this Escrow Agreement,  and the successor shall become such
custodian.

     11.4 Upon  acknowledgment  by any successor  Escrow Agent of the receipt of
the then  remaining  balance of the Escrow  Fund,  the then acting  Escrow Agent
shall be  fully  released  and  relieved  of all  duties,  responsibilities  and
obligations under this Escrow Agreement.

     12.  Amendments  and Waivers.  No amendment,  supplement,  modification  or
waiver of this Escrow  Agreement  shall be binding unless executed in writing by
the Escrow Agent, Buyer and the Shareholder. No waiver of any of the

 


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<PAGE>

provisions of this Escrow Agreement shall be deemed or shall constitute a waiver
of any other provision  hereof  (whether or not similar),  nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.  In addition
to the remedies provided in this Escrow Agreement,  any party may pursue any and
all remedies now or hereafter existing at law or in equity.

     13. Execution Counterparts. This Escrow Agreement may be executed in one or
more counterparts  (including by facsimile),  each of which shall be regarded as
an original and all of which shall constitute but one and the same instrument.

     14.  Severability.  If any  provision  of  this  Escrow  Agreement,  or any
covenant,  obligation or agreement  contained herein is determined by a court to
be  invalid  or  unenforceable,  such  determination  shall not affect any other
provision,  covenant,  obligation or agreement, each of which shall be construed
and enforced as if such  invalid or  unenforceable  portion  were not  contained
therein.  Such  invalidity  or  unenforceability  shall not affect any valid and
enforceable application thereof, and each such provision,  covenant,  obligation
or agreement shall be deemed to be effective,  operative,  made, entered into or
taken in the manner and to the full extent permitted by law.

     15.  Headings.  The headings in this Escrow  Agreement  shall be solely for
convenience of reference and shall in no way define, limit or describe the scope
or intent of any provisions or sections of this Escrow Agreement.

     16.  Notices.  All notices or other  communications  which are  required or
permitted  hereunder  shall be in writing and shall be deemed to be sufficiently
given (a) if delivered personally, upon delivery, (b) if delivered by registered
or certified mail (return receipt requested),  postage prepaid, upon the earlier
of actual  delivery or upon three days after being mailed,  and (c) if delivered
by telecopy,  upon confirmation of transmission by telecopy, in each case to the
parties at the following address:

     (a) As to Buyer: Interiors, Inc. 320 Washington Street Mt. Vernon, New York
10553 Attention: Max Munn Facsimile: (914) 665-1610


 

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<PAGE>

With a copy to: DeAnne H. Ozaki, Esq. Paul, Hastings,  Janofsky & Walker LLP 555
South Flower Street, 23rd Floor Los Angeles,  California 90071 Facsimile:  (213)
627-0705

     (b) As to Escrow Agent:  U.S. Bank Trust 550 South Hope Street Los Angeles,
California 90071 Facsimile: (213) 533-8736


     (c) As to  Shareholder:  Bentley  International,  Inc. 9719 Conway Road St.
Louis, Missouri 63124 Facsimile: (314) 569-1512

With a copy to:

Mr. Richard B. Rothman Riezman & Blitz, P.C. 7700 Bonhomme Avenue, Seventh Floor
St. Louis, Missouri 63105 Facsimile: (314) 727-6458

Any of the parties hereto may, by notice given hereunder,  designate any further
or different address to which subsequent notices or other  communications  shall
be sent.

     17. Expenses.  Except as otherwise provided for herein, each party shall be
responsible  for its own costs and expenses  with  respect to matters  involving
this Escrow Agreement.

     18. Successors.  This Escrow Agreement shall be binding upon, and inure to,
the benefit of the heirs,  executors,  successors  and  assignees of the parties
hereto,  and no  other  person  shall  have any  right,  benefit  or  obligation
hereunder.

     19.  Gender.  Words of the  masculine  gender  include the feminine and the
neuter,  and when the context so requires,  words of the neuter gender may refer
to any gender.

     20.  Applicable  Law.  This  Escrow  Agreement  shall  be  governed  by and
construed and enforced in accordance  with the internal laws (and not the law of
conflicts) of the State of Delaware.

 


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<PAGE>

     IN WITNESS  WHEREOF,  each of the  parties  hereto has caused  this  Escrow
Agreement  to be  executed  on its  behalf  as of the day and year  first  above
written.

                                        BUYER:

                                        INTERIORS, INC., a Delaware
                                        corporation



                                        By: _____________________________
                                                 An Authorized Officer


 
                                        ESCROW AGENT:

                                        U.S. BANK TRUST, a national
                                        association


 
                                        By:                              
                                                 An Authorized Officer



                                        SHAREHOLDER:

                                        BENTLEY INTERNATIONAL, INC., a
                                        Missouri corporation
 

                                        By: _____________________________
                                                 An Authorized Officer


 


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