Exhibit 10.2                                                     ANNEX A-2
                         NON-NEGOTIABLE PROMISSORY NOTE


$3,300,000                                                      July 30, 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 THREE MILLION THREE HUNDRED THOUSAND DOLLARS  ($3,300,000),
together  with  interest  thereon  commencing as of July 7, 1998, at the rate of
eight percent (8%) per annum,  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:  A payment of THREE
HUNDRED  THOUSAND DOLLARS  ($300,000)  shall be payable on the date hereof.  The
remaining balance of this Note and all accrued interest on this Note thereon, as
calculated  herein,  shall be payable all on September  30, 1998 (the  "Maturity
Date"),  if not earlier paid by Obligor.  The  Maturity  Date may be extended to
October 30, 1998, if, on or before  September 30, 1998,  Obligor pays Holder (i)
all interest  accrued on this Note through  September  30, 1998,  plus (ii) FIVE
HUNDRED THOUSAND DOLLARS ($500,000) to reduce the principal amount of this Note,
plus (iii) a fee of ONE HUNDRED  THOUSAND  DOLLARS  ($100,000)  (the  "Extension
Fee").  Payment of the Extension  Fee shall not reduce the  principal  amount of
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 date 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  payment of interest and
principal on this Note on or before the Maturity  Date,  unless cured within two
(2) business days after Obligor's receipt of notice of the occurrence thereof (a
"Cured  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 of even date herewith  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; or (vi)
if Obligor  admits in writing its  inability to pay its debts  generally as they
become due.

<PAGE>


     Upon the  occurrence  of any Event of Default  described  in  clauses  (i),
(iii), (iv), (v) or (vi) of the preceding sentence,  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.  Upon the
occurrence and during the  continuance of an Event of Default under clause (ii),
the Holder may, at its option,  by written notice to the Obligor  declare all or
any portion of the  principal  of and  interest on this Note to be, and the same
shall forthwith become,  immediately due and payable. 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) all monetary  compensation due to
Lloyd  R.  Abrams  during  the term of the  Consulting  Agreement  shall  become
immediately   due  and   payable   and  (iii)   that   certain   Noncompetition,
Nondisclosure, Nonsolicitation and Intellectual Property Agreement dated of even
date herewith  between Windsor and Lloyd R. Abrams shall  terminate.  Any notice
required to be given to Obligor  hereunder  must be in writing and delivered via
hand delivery or via facsimile,  upon confirmation of transmission of facsimile,
to the following address:  Paul, Hastings,  Janofsky & Walker LLP,  Twenty-Third
Floor, 555 South Flower Street, Los Angeles,  California  90071-2371,  attention
Arthur L. Zwickel, Esq. (213) 627- 0705.

     The  obligations  of Obligor  under this Note are  secured by that  certain
Pledge Agreement between Obligor and Holder dated 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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