Exhibit 10.4                                                           Annex F

               NONCOMPETITION, NONDISCLOSURE, NONSOLICITATION AND
                         INTELLECTUAL PROPERTY AGREEMENT



     THIS  NONCOMPETITION,   NONDISCLOSURE,   NONSOLICITATION  AND  INTELLECTUAL
PROPERTY  AGREEMENT (this  "Agreement") is made and entered into as of this ____
day of July, 1998, by and between WINDSOR ART, INC., a Missouri corporation with
an address at c/o Interiors,  Inc., 320 Washington  Street, Mt. Vernon, New York
10553- 1017  ("Windsor") and LLOYD R. ABRAMS,  residing at 9719 Conway Road, St.
Louis, Missouri 63124, a shareholder  ("Shareholder") of Bentley  International,
Inc., a Missouri corporation ("Bentley").


                                    RECITALS

     WHEREAS, Interiors, Inc., a Delaware corporation ("Interiors"), and Bentley
have entered into a Stock Purchase  Agreement  dated June ____, 1998 (the "Stock
Purchase  Agreement"),  pursuant to which  Interiors  has  purchased  all of the
issued and outstanding capital stock of Windsor from Bentley.

     WHEREAS,  pursuant to the terms of the Stock  Purchase  Agreement,  Bentley
agreed to cause Shareholder, and Shareholder agreed, to execute a noncompetition
agreement; and

     WHEREAS, Shareholder desires to enter into this Agreement with Windsor;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:


     1. Defined Terms.  Unless  otherwise  defined herein,  terms defined in the
Stock Purchase Agreement are used herein as therein defined.

     2. Books and Records.  Shareholder shall  immediately  surrender to Windsor
all lists,  books,  records,  materials and documents,  together with all copies
thereof, and all other property in his possession or under his control, relating
to or used in connection with the past or present  business of Windsor or any of
Windsor's  affiliates  (other than the business of Bentley which does not relate
to the Business (as defined herein)) or  subsidiaries,  except for copies of any
such documents  Shareholder  deems reasonably  necessary to perform his services
pursuant to that  certain  Consulting  Agreement of even date  herewith  between
Interiors, Windsor and Shareholder. Shareholder acknowledges and agrees that all
such  lists,  books  and  records,  including  compilations  or  collections  of
customers' names and addresses are the sole and exclusive property of Windsor.

     3.  Noncompetition.  Shareholder  will not at any time for a period of five
(5) years from the effective  date of this Agreement be or become (a) interested
or engaged in any  manner,  except in  connection  with  Shareholder's  services
pursuant to said  Consulting  Agreement,  directly or indirectly,  in any county
and/or  city  in the  United  States  of  America  or any  county  or  political
subdivision  in any state or  country  in the  world,  either  alone or with any
person,  firm or corporation now existing or hereafter created, in any business,
trade or other enterprise



<PAGE>

substantially  similar  to or which  is or may be  competitive  with  the  past,
present  or  future  business  of  Windsor  or any of  Windsor's  affiliates  or
subsidiaries (as such business relates to the manufacture and sale of decorative
accessories)  (collectively,  the "Business"),  or (b) directly or indirectly, a
stockholder,  bondholder  or officer,  director or employee of, or in any manner
associated with, or aid or abet or give  information or financial  assistance to
any business which is or may be competitive with the Business; provided that the
provisions  of this  Section 3 shall not be deemed to  prohibit  a  purchase  or
ownership by Shareholder, as a passive investment, of not more than five percent
(5%)  of the  outstanding  capital  shares  of any  publicly  held  corporation.
Shareholder represents and warrants that as of the date hereof, Shareholder does
not own more than five percent  (5%) of the  outstanding  capital  shares of any
publicly held  corporation  engaged in a business which is or may be competitive
with the Business (other than Bentley  International,  Inc., which upon the sale
of  Windsor  to  Interiors  on the date  hereof  shall  cease to be engaged in a
business which is or may be competitive with the Business).

     4. Nondisclosure. Other than as required in connection with the fulfillment
of  Shareholder's   duties  under  that  certain  Consulting  Agreement  between
Interiors,  Windsor and  Shareholder  dated of even date  herewith,  Shareholder
shall not at any time, either directly or indirectly, disclose or divulge to any
other person,  firm or corporation  the  requirements or prices being charged or
any other confidential  information  concerning or relating to any of the former
or existing customers of Windsor, any affiliate (other than customers of Bentley
which do not relate to the Business) or subsidiary of Windsor (collectively, the
"Customers")  with  respect  to the  Business  or  any  secret,  proprietary  or
confidential  information concerning or relating to the Business  (collectively,
"Confidential  Information"),  and  Shareholder  will not  divert or  attempt to
divert any of the  Customers  or do any act to impair,  prejudice or destroy the
goodwill of Windsor with the Customers.

     5. Nonsolicitation.  Because Shareholder's solicitation of the Customers or
employees of Windsor under certain  circumstances  would necessarily involve the
use or disclosure of  Confidential  Information,  Shareholder  shall not, either
directly  or  indirectly,  at any time for a period of five (5)  years  from the
effective  date of this  Agreement (a) call on, solicit or take away, or attempt
to call on,  solicit  or take away any of the  Customers,  (b)  employ,  hire or
solicit  employment of any person employed by or providing  services to Windsor,
(c) do any act to impair,  prejudice  or destroy  the  goodwill of Windsor or to
prejudice  or  impair  the  relationship  or  dealing  between  Windsor  and the
Customers or between  Windsor and any of its employees,  or (d) assist any other
person, firm or corporation in any such acts; provided,  however,  that Ramakant
Agarwal (i) shall be  permitted  to serve as a director of Bentley,  (ii) may be
solicited by Bentley to become a full-time  employee of Bentley after January 1,
1999 and (iii) may be hired as a full-time  employee of Bentley only upon ninety
(90) days' written notice to Windsor.

     6. Relief.  Shareholder acknowledges that (a) the restrictions contained in
Sections 3, 4 and 5 shall apply in all areas where such application is permitted
by law, (b) the  provisions of Sections 3, 4 and 5 are  reasonable and necessary
to protect  the  legitimate  interests  of  Interiors  under the Stock  Purchase
Agreement,  (c) the  restrictions  contained  in  Sections  3, 4, and 5 will not
prevent Shareholder from earning or seeking a livelihood,  and (d) any violation
of this  Agreement by Shareholder  would result in irreparable  harm to Windsor.
Accordingly,  Shareholder  consents and agrees  that,  if he violates any of the
provisions of this Agreement, Windsor shall be entitled to, in addition to other
remedies  available to it, an  injunction to be issued by any court of competent
jurisdiction restraining him from committing or continuing any violation of this
Agreement,  without  the need for  posting a bond or for any other  undertaking,
including without limitation the need to prove the inadequacy of money damages.




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<PAGE>


     7. Knowledge;  Advice of Counsel.  Shareholder represents and warrants that
he has read and understands each of the provisions of this Agreement and that he
has sought and obtained the advice of legal counsel before  agreeing to be bound
by the terms hereof.  Shareholder  represents  and warrants to Windsor that this
Agreement,  subject to any applicable law, is a valid and binding  obligation of
Shareholder,  enforceable against him in accordance with its terms.  Shareholder
acknowledges  and agrees that Interiors  would not have agreed to enter into the
Stock Purchase Agreement but for the execution,  delivery and performance by the
Shareholder of this Agreement.

     8. Miscellaneous.

     8.1  Notices.  All notices and other  communications  which are required or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to be sufficiently given (a) if delivered  personally,  upon delivery and
(b) if delivered by registered  or certified  mail (return  receipt  requested),
upon the earlier of actual  delivery or upon three (3) days after being  mailed,
postage prepaid, in each case to Shareholder or Windsor at the address set forth
at the beginning of this Agreement. Either party may, by notice given hereunder,
designate any further or different address to which subsequent  notices or other
communications shall be sent.

     8.2  Successors;  Assigns.  Windsor  may assign its rights and  obligations
hereunder to any affiliate of Windsor,  or to any person  acquiring,  by merger,
stock purchase,  asset acquisition or otherwise, all or substantially all of the
outstanding  capital  stock or assets of Windsor or any  affiliate  of  Windsor.
Shareholder  shall not  assign any rights or  obligations  under this  Agreement
without the prior written consent of the Board of Directors of Windsor.  Subject
to the foregoing,  the  provisions of this  Agreement  shall be binding upon and
inure to the  benefit of the  successors  and  assigns of Windsor and the heirs,
legal representatives, executors, successors and assigns of Shareholder.

     8.3 Severability.  If any term or provision of this Agreement is held to be
void  or  unenforceable  by any  court  of  competent  jurisdiction,  only  that
objectionable term or provision shall be deleted herefrom while the remainder of
the term,  provision and agreement shall be  enforceable.  In the event that the
whole or any  part of the  provisions  of  Sections  3, 4 or 5  hereof  shall be
determined  to be  invalid  by reason of the  extent,  duration,  scope or other
provision set forth therein,  the extent,  duration,  scope or other  provision,
those sections shall be reduced so as to cure such invalidity and in its reduced
form the  provisions of Sections 3, 4 and 5 shall be  enforceable  in the manner
contemplated hereby.


     8.4 Controversy;  Venue. In the event of any controversy,  claim or dispute
between  the  parties  arising  out  of or  relating  to  this  Agreement,  such
controversy,  claim or dispute may be tried solely in the courts of the State of
Missouri or in the United States Federal District Court for the Eastern District
of Missouri,  as either party may elect,  and both  parties  hereto  irrevocably
consent to the  exclusive  jurisdiction  and venue of such courts.  Both parties
irrevocably  waive any objection to such  jurisdiction and irrevocably waive the
right  to  seek  dismissal  or  transfer  on the  grounds  lack  of in  personam
jurisdiction,  improper venue, forum non conveniens or similar grounds and agree
that,  in addition to any other manner  permitted by law,  service of process of
any such court may be made upon Windsor and Shareholder by personal delivery, or
by mailing  certified or  registered  mail,  return  receipt  requested,  to the
addresses  designated  in Section  8.1  hereof.  The  prevailing  party shall be
entitled to recover from the



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<PAGE>

nonprevailing party reasonable costs and expenses,  including without limitation
reasonable attorneys' fees.

     8.5 Waiver of Breach. The waiver by Windsor of a breach of any provision of
this Agreement by  Shareholder  shall not operate or be construed as a waiver of
any subsequent breach by Shareholder.

     8.6 Counterparts.  This Agreement may be executed  simultaneously in two or
more counterparts,  each of which shall be deemed to be an original,  but all of
which  together  shall  constitute  one and the  same  instrument.  Furthermore,
facsimiles of signatures may be taken as the actual  signatures,  and each party
agrees to furnish the others with  documents  bearing  the  original  signatures
within ten (10) days of the facsimile transmission.

     8.7  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the internal, substantive laws of the State of Delaware.

     8.8 Complete  Agreement;  Amendments.  This  Agreement  contains the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersedes any prior agreements and understandings  relating thereto.
This  Agreement  may not be waived,  changed,  modified,  extended or discharged
orally,  but only by a  written  instrument  signed by the  party  against  whom
enforcement  of any waiver,  change,  modification,  extension  or  discharge is
sought.


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


                                            "Shareholder"



                                 ________________________________________
                                            Lloyd R. Abrams



                                            WINDSOR ART, INC.



                                  By:_____________________________________
                                           An authorized officer





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