Exhibit 10.6                                               Annex J
                          PLEDGE AGREEMENT


     THIS PLEDGE AGREEMENT (this  "Agreement") dated as of ________ ___, 1998 is
made by Interiors,  Inc., a Delaware  corporation (the  "Pledgor"),  in favor of
Bentley International, Inc., a Missouri corporation ("Secured Party").


                                 R E C I T A L S


     A. Pledgor is the beneficial owner of (i) all of the issued and outstanding
shares of common stock, $1.00 par value ("Common Stock"),  of Windsor Art, Inc.,
a Missouri  corporation  ("Windsor")  (collectively,  the "Windsor Shares") (ii)
150,000 shares of common stock,  $.18 par value  ("Bentley  Common  Stock"),  of
Bentley International,  Inc., a Missouri corporation  ("Bentley") (together with
the Windsor Shares, the "Pledged Shares"), and (iii) a warrant to purchase up to
300,000 shares of Bentley Common Stock (collectively, the "Pledged Warrants").

     B. The certificates  representing the Windsor Shares and the Bentley Common
Stock are registered in the names of the Trustees and Trustee,  respectively, of
The Windsor Art, Inc.  Voting Trust No. 1 (the "Windsor  Voting  Trust") and The
Bentley International, Inc. Voting Trust No. 1 (the "Bentley Voting Trust").

     C. On the date  hereof,  Pledgor has  executed  two  Promissory  Notes (the
"Notes"),  the first in the aggregate  principal  amount of  $2,000,000  and the
second in the  aggregate  principal  amount of  $3,300,000  in favor of  Secured
Party.

     D. It is a condition  precedent  to the Stock  Purchase  Agreement  between
Pledgor  and  Secured  Party  dated  as of July 7,  1998  (the  "Stock  Purchase
Agreement")  that Pledgor pledge the Pledged Shares and the Pledged  Warrants as
collateral for the Notes and as security for the indemnification  obligations of
Buyer pursuant to Section 10.02(b) of the Stock Purchase Agreement,  pursuant to
the terms set forth in this Agreement.


<PAGE>




                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  premises  and to  satisfy  the
condition  precedent in the Stock Purchase  Agreement,  Pledgor hereby agrees as
follows:

     SECTION 1. Pledge.  Pledgor hereby pledges to Secured Party,  and grants to
Secured Party a security interest in, the following (the "Pledged  Collateral"):
the Pledged  Shares and the  certificate(s)  representing  the  Pledged  Shares,
including  without  limitation  the  Voting  Trust  Certificates  issued  by the
Trustees and Trustee,  respectively, of the Windsor Voting Trust and the Bentley
Voting  Trust;  the Pledged  Warrants and the  certificate(s)  representing  the
Pledged Warrants;  all dividends or other  distributions on or in respect of the
Pledged  Shares  (including  without  limitation  the Voting Trust  Certificates
issued by the Trustees and Trustee,  respectively,  of the Windsor  Voting Trust
and the Bentley Voting Trust)and the Pledged  Warrants;  and all proceeds of any
and all of the  Pledged  Shares  and the  Pledged  Warrants  (including  without
limitation (i)shares of Bentley Common Stock issued upon exercise of the Pledged
Warrants  and (ii) the Voting  Trust  Certificates  issued by the  Trustees  and
Trustee,  respectively,  of the  Windsor  Voting  Trust and the  Bentley  Voting
Trust).

     SECTION 2.  Security for  Obligations.  Subject to Section 13 hereof,  this
Agreement  secures the payment of all  obligations  of Pledgor now or  hereafter
existing  under the Notes,  the  indemnification  obligations  of Pledgor  under
Section 10.02(b) of the Stock Purchase  Agreement and all obligations of Pledgor
now or  hereafter  existing  under this  Agreement  (collectively,  the "Pledgor
Obligations").

     SECTION 3. Delivery of Pledged Collateral.  All certificates or instruments
representing  or  evidencing  the Pledged  Collateral  shall (in the case of the
Pledged Shares, the Voting Trust Certificates and the Pledged Warrants delivered
herewith,  upon the  execution  hereof) be delivered  to and held by,  Riezman &
Blitz,  P.C. (the "Agent") for the benefit of Secured Party pursuant  hereto and
shall be in  suitable  form  for  transfer,  either  duly  endorsed  in blank or
accompanied by assignments  or stock powers duly executed  authorizing  transfer
thereof  pursuant  to the terms of this  Agreement  reasonably  satisfactory  to
Secured Party. Secured



                                       -2-
<PAGE>

Party shall have the right, at any time after Pledgor shall have failed to fully
perform or pay any of the Pledgor  Obligations  (a  "Default")  and such Default
shall be continuing,  to transfer to or to register in the name of Secured Party
or any of its nominees any or all of the Pledged Collateral.

     SECTION 4. Representations and Warranties.  Pledgor represents and warrants
to Secured Party as follows:

     (a)  Pledgor  is the  sole  legal  and  beneficial  owner  of  the  Pledged
Collateral,  free and clear of any lien,  security interest,  option,  charge or
other  encumbrance  or claims except for the security  interest  created by this
Agreement and the legal  interests  created by the Windsor  Voting Trust and the
Bentley Voting Trust.

     (b) This  Agreement  has been duly  executed  and  delivered by Pledgor and
constitutes  a legal,  valid and  binding  obligation  of  Pledgor,  enforceable
against Pledgor in accordance with its terms,  except as  enforceability  may be
limited by bankruptcy, insolvency, or other similar laws affecting the rights of
creditors generally or by the application of general principles of equity.

     (c) No  authorization,  approval,  or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory  body is required either
(i) for the  pledge  by  Pledgor  of the  Pledged  Collateral  pursuant  to this
Agreement or for the  execution,  delivery or  performance  of this Agreement by
Pledgor, or (ii) for the exercise by Secured Party of the voting or other rights
provided  for in this  Agreement  or the  remedies  in  respect  of the  Pledged
Collateral  pursuant to this Agreement  (except as may be required in connection
with the  disposition  of the Pledged  Collateral by laws affecting the offering
and sale of securities generally).

     SECTION 5. Further  Assurances.  Pledgor agrees that, from time to time, at
its expense,  it will promptly  execute and deliver all further  instruments and
documents  and take all further  action that may be necessary or  desirable,  or
that  Secured  Party may  request,  in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce the rights and  remedies of Secured  Party  hereunder  with
respect to any Pledged  Collateral or to carry out the  provisions  and purposes
hereof.





                                       -3-
<PAGE>

          SECTION 6. Voting Rights; Ability to Exercise Pledged Warrants.

Subject to any voting  agreement  or voting  trust  between  Pledgor and Secured
Party,  so long as no Default  shall have  occurred and be  continuing,  Pledgor
shall be  entitled to exercise  any and all voting and other  consensual  rights
pertaining to the Pledged  Collateral or any part thereof  (including  shares of
Bentley  Common  Stock  issued upon  exercise of the Pledged  Warrants)  for any
purpose not inconsistent with the terms of this Agreement.

Upon the  occurrence  and during  the  continuance  of a Default,  all rights of
Pledgor  to  exercise  the  voting and other  consensual  rights  which it would
otherwise be entitled to exercise  pursuant to Section 6(a) shall cease, and all
such  rights  shall  thereupon  become  vested in  Secured  Party,  which  shall
thereupon  have the sole right to  exercise  such  voting  and other  consensual
rights.

During the term of this Agreement,  Pledgor shall have the right to exercise the
Pledged Warrants at any time prior to the expiration  thereof upon the terms set
forth in the  certificate(s)  representing  the  Pledged  Warrants.  Pursuant to
Section 1 hereof  and the  terms of the  Bentley  Voting  Trust,  any  shares of
Bentley Common Stock and any Voting Trust  Certificates  issued upon exercise of
the Pledged Warrants shall remain subject to this Agreement.

     SECTION 7.  Transfers and Other Liens.  Pledgor agrees that it will not (i)
sell or  otherwise  dispose of, or grant any option with  respect to, any of the
Pledged  Collateral  owned by it, or (ii)  create or permit to exist any lien or
other  encumbrance upon or with respect to any such Pledged  Collateral,  except
for the security  interest under this Agreement and the legal interests  created
by the Bentley Voting Trust and the Windsor Voting Trust.

     SECTION  8.  Secured  Party  Appointed  Attorney-in-Fact.   Pledgor  hereby
appoints Secured Party as its attorney-in-fact, with full authority in the place
and stead of Pledgor and in the name of Pledgor or otherwise,  at any time, upon
the occurrence and during the continuance of any Default, to take any action and
to execute any instrument which Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement.





                                       -4-
<PAGE>

     SECTION 9.  Secured  Party May  Perform.  If Pledgor  fails to perform  any
agreement  contained  herein,   Secured  Party  may  itself  perform,  or  cause
performance of, such agreement.

     SECTION 10.  Remedies upon Default.  If any Default shall have occurred and
be continuing,  Secured Party may exercise in respect of the Pledged Collateral,
in  addition  to other  rights and  remedies  provided  for herein or  otherwise
available to it, all the rights of a secured party on default under the Missouri
Uniform  Commercial Code in effect at that time, and Secured Party may also sell
the Pledged  Collateral  or any part thereof in accordance  with the  provisions
thereof.

     SECTION 11.  Amendments,  Etc. No amendment  or waiver of any  provision of
this Agreement shall be effective unless the same shall be in writing and signed
by Pledgor and Secured Party, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

     SECTION 12. Notices.  Any notice or other  communication  required or which
may be given  hereunder shall be in writing and shall be delivered in accordance
with the provisions of Section 11.01 of the Stock Purchase Agreement.

     SECTION 13. Continuing Security Interest; Transfer of Notes. This Agreement
shall create a continuing  security interest in the Pledged Collateral and shall
(i) remain in full force and effect until  performance or payment in full of the
Pledgor   Obligations,   provided,   however,   that   subject   to  claims  for
indemnification  asserted by Secured Party which have not been resolved pursuant
to Section 14 hereof and are pending on the first anniversary of the date hereof
(the "Anniversary  Date"),  Secured Party shall have no security interest in the
Pledged  Collateral  after  the  Anniversary  Date  with  respect  to  Pledgor's
indemnification  obligations  under  Section  10.02(b)  of  the  Stock  Purchase
Agreement,  (ii) be  binding upon  Pledgor,  its  successors  and  assigns,  and
(iii) inure,  together with the rights and remedies of Secured Party  hereunder,
to the  benefit of Secured  Party and its  successors,  transferees  and assigns
(including assignees of the Notes or rights to payments thereunder).

     SECTION 14. Indemnification Claims.




                                       -5-
<PAGE>

     (a) If, at any time during the term of this  Agreement,  Secured  Party has
incurred or suffered Damages for which it is entitled to  indemnification  under
Article X of the Stock  Purchase  Agreement,  Secured  Party shall give  written
notice of such claim to Pledgor,  stating in  reasonably  sufficient  detail the
events or  circumstances  which are the basis for and amount of such  claim.  If
Pledgor  objects  to any  such  claim,  it shall  give  written  notice  of such
objection  to  Secured  Party  within ten (10) days after the date of receipt of
Secured  Party'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 Pledgor gives
written notice to Secured Party that  additional time is necessary to respond to
the claim.  If no objection to Secured  Party's claim is made by Pledgor  within
such ten (10) day period,  or twenty (20) day period,  as applicable,  the claim
shall be deemed resolved.

     (b) If Secured  Party  provides  timely  notice of  objection to any claim,
Secured  Party and Pledgor shall attempt to resolve the dispute and, if they are
able to do so, shall agree in writing as to the amount of the claim resolved, if
any.

     (c) If Secured  Party and the  Pledgor are unable  informally  to resolve a
disputed claim pursuant to Section 14(b) above within twenty (20) days after the
date of the Pledgor's  objection to Secured Party'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
Agreement and shall be final and conclusive on the parties to this Agreement and
their respective affiliates.

     (d) Unless Pledgor pays a resolved claim in full within five (5) days after
the date such claim is resolved  pursuant to the  foregoing  provisions  of this
Section  14,  Agent  shall  pay  the  resolved  claim  without   further  mutual
instructions from the parties as follows. Agent shall release,  assign, transfer
and deliver to Secured Party Pledged Collateral 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 Pledged  Collateral held by Agent. For purposes
of this Section 14(d), the "Fair Market Value" of any Pledged Shares which



                                       -6-
<PAGE>

are  publicly  traded  shall be the average  closing bid price per share of such
Pledged Shares for the twenty (20) trading days immediately  preceding the third
trading  day prior to the date that the  applicable  claim is  resolved  and the
"Fair Market  Value" of any other  Pledged  Collateral  shall be the fair market
value of such Pledged Collateral as of the date the applicable claim is resolved
determined by an appraiser  designated by Agent, in Agent's absolute discretion.
The Secured Party shall pay for such  appraisal,  and the cost of such appraisal
shall be added to the  applicable  resolved  claim  which  the  Agent is  paying
pursuant to the provisions of this Section 14(d).

     SECTION 15. Reinstatement. This Agreement shall continue to be effective or
be reinstated, as the case may be, if at any time any amount received by Secured
Party in respect of the Pledgor  Obligations  is rescinded or must  otherwise be
restored  or  returned  by  Secured  Party  upon  the  insolvency,   bankruptcy,
dissolution, liquidation or reorganization of Pledgor or upon the appointment of
any  intervenor  or  conservator  of, or trustee,  receiver,  manager or similar
official for, Pledgor, all as though such payments had not been made.

     SECTION 16.  Governing Law;  Jurisdiction;  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. Pledgor and
Secured Party may each  respectively  appoint such  attorneys,  accountants  and
agents to act for them before the court.

     SECTION 17. Agent.

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




                                                   -7-
<PAGE>

jurisdiction  and shall not be  liable  as a result of its  compliance  with the
same.

     (c) As to any legal questions arising in connection with the administration
of this  Agreement,  the 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.

     (d) The 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 Agreement.

     (e) The 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 Agent from any liability arising out of
its execution or  performance  of this  Agreement,  such release to be in a form
reasonably satisfactory to the Agent.

     (f) Pledgor and the Secured Party shall each pay one-half of the reasonable
legal fees for services provided pursuant to this Agreement by the Agent.

     SECTION 18. Indemnity.

     (a) Pledgor and Secured Party 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 Agent arising out of or relating to the execution or  performance by
the Agent of this Agreement,  unless such suit, claim, demand or cause of action
is based upon the wilful neglect or gross negligence or fraud of the 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  Agreement.  Such
agreement to indemnify  shall survive the  termination of this  Agreement  until
extinguished by any applicable statute of limitations.

     (b) In case any litigation is brought against the Agent in respect of which
indemnity  may be sought  hereunder,  the Agent shall give prompt notice of that
litigation to the parties hereto, and the parties upon




                                       -8-

<PAGE>

receipt of that  notice  shall have the  obligation  and the right to assume the
defense  of such  litigation,  provided  that  failure of the 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 Agent may employ  separate  counsel and
participate  in the  defense.  The  parties  hereto  shall not be liable for any
settlement without their respective  consents.  IN WITNESS WHEREOF,  Pledgor and
Secured Party have  executed,  or caused this  Agreement to be duly executed and
delivered on its behalf, as of the date first above written.


                         PLEDGOR:
 
                         INTERIORS, INC., a
                         Delaware corporation



                         By:                               
                                An Authorized Officer
 


                         SECURED PARTY:

                         BENTLEY INTERNATIONAL, INC., a
                         Missouri corporation



                         By:                               
                                 An Authorized Officer





                                       -9-