Exhibit 10.10                                                         Annex O

                         THE BENTLEY INTERNATIONAL, INC.
                          VOTING TRUST AGREEMENT NO. 1

     THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into this
____ day of ________,  1998, by and among LLOYD R. ABRAMS as voting  trustee (in
such capacity,  the 'Voting Trustee"),  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 has entered into on even date herewith,  a Securities
Purchase and Registration Rights Agreement (the "Securities Purchase Agreement")
with  Bentley to acquire  One  Hundred  Fifty  Thousand  (150,000)  shares  (the
"Shares") of the common stock ("Common Stock"),  $0.18 par value, of Bentley and
a warrant (the  "Warrant")  to purchase an  additional  Three  Hundred  Thousand
(300,000) shares of the Common Stock; and

     WHEREAS,  pursuant  to the  terms  of  the  Securities  Purchase  Agreement
Shareholder  has agreed that the Shares shall be  registered  in the name of the
Voting  Trustee and held pursuant to the terms and  provisions of this Agreement
until certain  indebtedness  of Shareholder to Bentley is paid in full and until
the Shares are sold by Shareholder; and

     WHEREAS,  Shareholder has further agreed that any additional  shares of the
Common Stock  Shareholder  acquires through the exercise of the Warrant shall be
registered in the name of the Voting  Trustee and held pursuant to the terms and
provisions of this Agreement  until such  indebtedness of Shareholder to Bentley
is paid in full and until the additional shares are sold by Shareholder; and

     WHEREAS,  the Voting Trustee is willing to serve as Trustee with respect to
the Shares 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  Trustee
hereby  establish  and  constitute  this voting trust (the "Voting  Trust") with
respect  to the Shares to be sold and  transferred  pursuant  to the  Securities
Purchase  Agreement  and the Warrant  (such Shares  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 Bentley  International,  Inc. Voting Trust No. 1" without  reference to the
date of this Agreement.



<PAGE>

     (b)  Actions  to be  Taken.  At the  Closing  described  in the  Securities
Purchase  Agreement or upon the acquisition of Trust Shares through any exercise
of the  Warrant,  the  following  actions  shall be taken by each of the parties
hereto:

          (i)   Shareholder   shall   instruct   Bentley  in  writing  that  all
     certificates  evidencing Shares to be issued in connection with the Closing
     pursuant to the Securities  Purchase  Agreement or evidencing  Trust Shares
     Shareholder acquires through any exercise of the Warrant shall be issued to
     and in the name of the Voting Trustee  pursuant to this Agreement.  Bentley
     shall cause such  certificates  to be so issued and delivered to the Voting
     Trustee. The Voting Trustee hereby is authorized to receive and to hold, in
     the name of the Voting Trustee,  for the benefit of Shareholder (subject to
     the  rights  of  Bentley  as  stated  herein,  in the  Securities  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 any Trust Shares, the Voting
     Trustee 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  received  by the Voting  Trustee,  (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;  provided,  however,  that if  immediately
     following  the receipt of any Trust  Shares the Pledge  Agreement  shall no
     longer  be in  force  or  effect,  the  Voting  Trustee  shall  retain  all
     certificates  representing  the Trust Shares  pursuant to the provisions of
     this Agreement and shall not execute and deliver such stock power.

          (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; provided,  however,
     that if  immediately  following  the receipt of any Trust Shares the Pledge
     Agreement shall no longer be in force or effect, Interiors shall retain the
     Voting Trust  Certificate  pursuant to the provisions of this Agreement and
     shall not execute and deliver such stock power.

     (c) Voting Securities Subsequently Acquired. The parties hereto acknowledge
that, if any additional  voting securities of Bentley 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 Trustee,  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;  provided, however,
that if immediately following the receipt of such additional


<PAGE>

voting  securities the Pledge  Agreement  shall no longer be in force or effect,
the Voting Trustee shall retain all  certificates  representing  such additional
voting  securities  pursuant to the  provisions of this  Agreement and shall not
execute and deliver such stock  powers.  The Voting  Trustee  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;  provided,  however,  that if  immediately
following the receipt of such additional  voting securities the Pledge Agreement
shall no longer be in force or effect,  Interiors  shall retain the Voting Trust
Certificates  pursuant to the provisions of this Agreement and shall not execute
and  deliver  such  stock  powers.  For  purposes  of  this  Agreement,  "voting
securities"  shall  mean any equity  securities  of  Bentley  (or any  corporate
successor,  including any entity which  acquires the capital stock of Bentley or
assets of Bentley 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 Articles of Incorporation of
Bentley (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 Securities of the corporation [represented hereby/receivable upon
exercise  hereof] are subject to the terms of The  Bentley  International,  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."

     2. Voting Trust Shares.

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

     (b) Matters on Which Trust Shares May Be Voted.  Subject to the  provisions
of this  Agreement,  the  Voting  Trustee,  as such,  shall  have full power and
discretion to vote the Trust Shares for the election of directors of Bentley and
on any and all  other  matters  with  respect  to which  holders  of the  voting
securities  of  Bentley  are  entitled  to vote  (including  but not  limited to
amendments  of Bentley's  Articles of  Incorporation,  mergers,  consolidations,
share exchanges,  dissolution of Bentley, acquisitions of business, issuances of
securities or sales or other  dispositions  of all or  substantially  all of the
assets or Securities of Bentley 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.

     3. Voting Trustee.

     (a) The Voting  Trustee  shall  have the right to resign as Voting  Trustee
hereunder  during his  lifetime  at any time by notice to Bentley and the Voting
Trust Certificate


<PAGE>

holders,  such  resignation  to be effective at such time as a successor  Voting
Trustee accepts this Agreement pursuant to Section 3(c).

     (b) In the  event of the  resignation,  death or  inability  of the  Voting
Trustee to serve for any reason,  the  successor to the Voting  Trustee shall be
the person  appointed by the Voting  Trustee to serve as successor to the Voting
Trustee.  Upon the death of the Voting  Trustee  without his having  appointed a
successor,  the Board of Directors of Bentley shall by  resolution  duly adopted
name a successor Voting Trustee.

     (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 Trustee hereunder,  and the
delivery of such acceptance to the preceding Voting Trustee (if then living) and
the Voting Trust Certificate  holders.  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  holders  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 the Company to all holders of voting
securities of the Company.  The Voting Trustee shall be solely  responsible  for
the delivery of such informational  materials and cash and in kind dividends to,
and the division thereof among, the Voting Trust Certificate holders.

     5.  Termination.  This  Agreement and the Voting Trust created herein shall
terminate  upon  the  execution  of an  instrument  by all the  parties  to this
Agreement terminating this Agreement.

     6. Transfer and Distribution of Trust Shares.

     (a) In the event any Voting Trust Certificate  holder transfers all or part
of the Trust Shares relating to his, her, or its Voting Trust  Certificate to an
Affiliate (as defined below) of the  transferor,  or to a person who immediately
prior to the  transfer is a holder of Voting Trust  Certificates,  then upon the
Voting Trustee's receipt of a duly endorsed Voting Trust Certificate  specifying
the number of Trust Shares being transferred,  the Voting Trustee shall issue to
such  transferee  one  or  more  Voting  Trust  Certificates  representing  such
transferee's  interest in the transferred Trust Shares,  and shall issue to such
transferor  one  or  more  new  Voting  Trust   Certificates   representing  the
untransfered Trust Shares. The foregoing notwithstanding,  so long as the Pledge
Agreement  is  in  force  and  effect  no  Voting  Trust  Certificate  shall  be
transferable  except  pursuant to the  provisions of the Pledge  Agreement.  For
purposes of this Agreement,  the term "Affiliate"  shall mean and include any of
the following:



<PAGE>

          (i)  any  family  member  of  a  transferor   which  is  described  in
     Section 267(c)(4)  of the  Internal  Revenue  Code of 1986 as  presently in
     effect ("Family Member");

          (ii) any  trust of which  the  transferor  or a Family  Member  of the
     transferor is a Trustee or a material beneficiary;

          (iii) if the transferor is a trust, any beneficiary thereof; or

          (iv) any corporation,  partnership,  limited partnership, limited
          liability  company  or other  entity  in which the  transferor  or any
          Family Member of the transferor has a material financial interest.

Each party hereto agrees that any transfer of Voting Trust Certificates shall be
in accordance with all applicable federal and state securities laws.

     (b) In the event any Voting Trust  Certificate  holder proposes to transfer
all or part of the  Trust  Shares  underlying  his,  her,  or its  Voting  Trust
Certificate  in a bona fide sale or  charitable  gift to a person  who is not an
Affiliate of the transferor, and who immediately after the transfer will not own
more than two and one-half percent (2.5%) of the outstanding  voting  securities
of Bentley,  then upon the Voting  Trustee's  receipt of a duly endorsed  Voting
Trust Certificate  specifying the number of Trust Shares being transferred and a
statement in reasonable detail describing the terms of the proposed transfer and
the transferor's  certificate that the proposed  transferee is not an Affiliate,
the  Voting  Trustee  shall  cause to be issued to such  transferee  one or more
certificates  representing  the Trust Shares so transferred,  and shall issue to
such  transferor  one or more new Voting  Trust  Certificates  representing  the
untransfered  Trust Shares.  Such transferee  shall take the  transferred  Trust
Shares   free   from  the   provisions   of  this   Agreement.   The   foregoing
notwithstanding, so long as the Pledge Agreement is in force and effect no Trust
Shares shall be  transferable  except  pursuant to the  provisions of the Pledge
Agreement.  Each party hereto  acknowledges and agrees that any sale or transfer
of Trust  Shares  pursuant  to this  Section  6(b) shall be in  accordance  with
applicable  federal and state laws.  It is the  intention of the parties  hereto
that  Trust  Shares  transferable   pursuant  to  this  Section  6(b)  shall  be
transferable  by any party hereto without  limitation or restriction  other than
those  limitations or restrictions  imposed by this Agreement and the applicable
federal and state securities laws .

     (c) Upon termination of this Agreement and the Voting Trust created herein,
each holder of a Voting  Trust  Certificate  shall  surrender to the then acting
Voting Trustee all of such holder's Voting Trust Certificates, duly endorsed for
transfer. The Voting Trustee shall as soon as practicable thereafter cause to be
distributed  to  such  holder,   free  from  trust,  one  or  more  certificates
representing  the  Trust  Shares  to  which  such  holder  is  entitled,   which
certificates shall not contain the legend contained in Section 1(d) hereof.

     (d) The Voting Trustee shall have no right or power to sell, pledge,  give,
assign or transfer in any other  manner any Voting Trust  Certificate  or any of
the Trust Shares or


<PAGE>

any  interest  in  either,  except in  accordance  with the  provisions  of this
Agreement and the Pledge Agreement.

     7.  Compensation  of Voting  Trustee.  The Voting  Trustee shall receive no
compensation  for his services as Voting Trustee  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 Trustee.  Subject to the terms of this Agreement, it
is the  intention  of the  parties  that  the  Voting  Trustee  have  unfettered
discretion to vote the Trust Shares as the Voting Trustee deems 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 Trustee hereunder,  unless such
loss was caused by a Voting  Trustee's gross  negligence or willful  misconduct.
The Voting  Trustee may consult with counsel of his choice,  and shall have full
and complete  authorization  and  protection for any action taken or suffered by
the Voting Trustee under this Agreement in good faith and in accordance with the
opinion of such counsel.

     9.  Dissolution.  In the  event of the  dissolution  or  total  or  partial
liquidation of the Bentley, whether voluntary or involuntary, the Voting Trustee
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  Trustee in respect of such  moneys,  securities,  rights or  property so
received shall cease.

     10. 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:

         a.       If to Shareholder, addressed to:

                                    Interiors, Inc.
                                    320 Washington Street
                                    Mt. Vernon, New York 10553-1017
                                    Facsimile: (914) 665-5469

                                    Attention: Mr. Max Munn

                                    With copies to:



<PAGE>

                                    Paul, Hastings, Janofsky & Walker LLP
                                    Twenty-Third Floor
                                    555 South Flower Street
                                    Los Angeles, California 90071
                                    Facsimile:  (213) 627-0705

                                    Attention: Arthur L. Zwickel, Esq.

         b.       If to the Voting Trustee and Bentley, addressed to:

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

                                    With a copy to:

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

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

     12.  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.

     13.  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.

     14.  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.

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



<PAGE>

     16. 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.


<PAGE>



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


___________________________________
Lloyd R. Abrams, Voting Trustee

BENTLEY INTERNATIONAL, INC.  INTERIORS, INC.


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


<PAGE>



 
            Bentley International, 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                                                          150,000 Shares

                           Bentley International, Inc.
                             a Missouri corporation

                            Voting Trust Certificate

         This certifies that:

     (1) certificates  representing One Hundred Fifty Thousand  (150,000) shares
of  Common  Stock  of  Bentley  International,  Inc..,  a  Missouri  corporation
("Company"),  have been deposited with the undersigned,  as Voting Trustee under
the Bentley International,  Inc. Voting Trust Agreement No. 1 (the "Voting Trust
Agreement"),  dated as of July  30,  1998,  among  Lloyd R.  Abrams,  as  Voting
Trustee,  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 Trustee under the Voting Trust  Agreement.
In the event of such a transfer,  the Voting  Trustee  shall  cause  appropriate
evidence thereof to be endorsed hereon or shall, in the discretion of the Voting
Trustee, 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  Trustee has  executed  this
certificate this ____ day of ___________, _____.

___________________________
Lloyd R. Abrams, Voting Trustee


<PAGE>
 
            Bentley International, 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 $0.18 per share  ("Common  Stock"),  of BENTLEY  INTERNATIONAL,  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.____ (issued pursuant to the terms and provisions of the Bentley
International,  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

Being the Voting  Trustee  under the Bentley  International,  Inc.  Voting Trust
Agreement No. 1

In the Presence Of:

______________________________

Interiors, Inc.
 
By: __________________________
        Max Munn, President

In the Presence Of:

_____________________________