Exhibit 10.5                                                     Annex I

                              CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of this ___
day of ________,  1998 by and among  WINDSOR ART,  INC., a Missouri  corporation
with an address of c/o Interiors,  Inc., 320 Washington  Street, Mt. Vernon, New
York 10553-1017 (the "Company"),  LLOYD R. ABRAMS, residing at 9719 Conway Road,
St.  Louis,  Missouri  63124  ("Consultant"),  and  INTERIORS,  INC., a Delaware
corporation  with an address of 320  Washington  Street,  Mt.  Vernon,  New York
10553-1017 ("Interiors").


                                 R E C I T A L S


     WHEREAS, Interiors and Bentley International,  Inc., a Missouri corporation
("Bentley"), have entered into that certain Stock Purchase Agreement dated as of
July 7, 1998 (the "Stock  Purchase  Agreement")  pursuant to which Interiors has
purchased  all of the issued and  outstanding  capital stock of the Company from
Bentley.

     WHEREAS,   it  is  a  condition   precedent  to  the  consummation  of  the
transactions contemplated by the Stock Purchase Agreement, that Consultant enter
into a consulting agreement with the Company;

     WHEREAS,  the Company  desires to secure the  services of  Consultant,  and
Consultant  desires to furnish  his  services to the  Company,  on the terms and
conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  acknowledged,  the parties  hereto hereby agree as
follows:

     1. Defined Terms.  Terms used in this  Agreement in capitalized  form which
are not defined in this Agreement shall have the same definitions as used in the
Stock Purchase Agreement.

                            2.  Consulting Services.

     Commencing on the date of this Agreement and continuing  (unless terminated
earlier pursuant to Section 7 hereof) until four (4) years from the date of this
Agreement,  Consultant shall make himself available at reasonable times and upon
reasonable notice, as requested by the Company or Interiors, to consult with the
Board of Directors and management of each of the Company and Interiors regarding
input and advice on overall  strategy for the Company and  Interiors and provide
advice and assistance with respect to the business  affairs of Interiors and its
subsidiaries.

     The Company and  Interiors  acknowledge  and agree that  Consultant  may be
engaged in other business activities which will limit the frequency and duration
of Consultant's services hereunder. More specifically, the Company and Interiors

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<PAGE>

acknowledge  that  Consultant may establish his primary  business  headquarters,
from time to time, any where in the world and that Consultant's  current primary
business  location is in St. Louis County,  Missouri.  In addition,  Company and
Interiors agree that Consultant shall not be required during any month to be out
of town for more than six (6) nights,  and that Consultant shall not be required
to expend more than ten (10) hours per week, for forty-eight (48) weeks,  during
any calendar year to comply in full with his obligations under this Agreement.

     3.  Compensation.  In  consideration  of the  services  to be  rendered  by
Consultant hereunder, the Company agrees to compensate Consultant as follows:

     Cash  Compensation.  During  the  term  hereof,  the  Company  will  pay to
Consultant the following  amounts:  (i) during the first three years of the term
of this Agreement an aggregate  annual fee equal to Two Hundred Thousand Dollars
($200,000.00)  in bi-monthly  payments equal to $8,333.33,  and  (ii)during the
last  year of the  term of this  Agreement  an  aggregate  annual  fee of  Fifty
Thousand Dollars ($50,000) in bi-monthly payments equal to $2,083.33.

     Benefits and Expense Allowances.  During the term hereof, the Company shall
provide the following benefits and expense allowances to Consultant:

     (a) The Company  shall  provide  Consultant  and  Consultant's  family with
coverage under a health insurance  policy with benefits  equivalent to or better
than  those  provided  by  Consultant's  current  health  insurance  policy  for
Consultant and Consultant's family.

     (b) Consultant  shall be entitled to a maximum  reimbursement of $2,400 per
year for expenses  associated  with the  maintenance  of an office in St. Louis,
Missouri,   or  such  other  location  as  Consultant   shall   designate.   All
reimbursements hereunder shall be made within twenty-one (21) days following the
Company's receipt of an expense statement,  including,  where  appropriate,  all
original statements of charges and proof of payment.

     (c) Commencing  August 1, 1998, and the first day of each month  thereafter
during the term of this Agreement, Company shall pay to Consultant a Los Angeles
housing  allowance  in the  amount of $2,000  per month so long as that  certain
condominium situated in the State of California,  which Consultant makes use of,
continues to be owned by the Janet L. Salk Children's  Trust.  Consultant  shall
identify in writing to the Company  within three (3) days after the execution of
this  Agreement  the address of such  condominium  and shall  inform the Company
forthwith in the event such condominium is sold by such trust.

     (d) Commencing  August 1, 1998, and the first day of each month  thereafter
during the term of this  Agreement,  Company shall pay to  Consultant  (i) a Los
Angeles  automobile  allowance  in the  amount  of  $450  per  month  so long as
Consultant and/or a member of Consultant's family maintains an automobile in the
State of  California,  which  Consultant  makes  use of,  and  (ii) a St.  Louis
automobile  allowance  in the  amount  of $150  per  month  for  the  automobile
Consultant makes use of at his primary business  headquarters.  Consultant shall
identify in writing to the Company



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<PAGE>

within  three  (3) days  after  the  execution  of this  Agreement  the  initial
automobiles in each location,  and any changes to such initial designation shall
be made in writing to the Company.  In addition,  within ten (10) days following
the Company's  receipt of an expense  statement  from  Consultant  regarding any
expense  associated  with the  automobile  located  in the State of  California,
including,  without  limitation,  gas,  oil,  maintenance,  insurance and taxes,
accompanied,  where appropriate,  with all original statements for such expenses
and proof of payment, Company shall reimburse Consultant for all such expenses.

     Warrants.  On the date hereof,  Consultant  shall be granted a warrant (the
"Warrant") to purchase an aggregate of Fifty Thousand (50,000) shares of Class A
Common Stock of Interiors,  at the average  closing  market price of such shares
for the five (5) trading days after the  effective  date of this  Agreement.  In
addition,  Consultant  shall have the right to grant to employees of the Company
an aggregate of Forty Thousand  (40,000)  warrants to purchase shares of Class A
Common Stock of Interiors on terms and conditions substantially identical to the
terms and conditions of the Warrant.  Such grant(s) shall be made within 30 days
of the date hereof.

The foregoing consulting fee, benefits, expense allowances and warrants shall be
Consultant's   sole   compensation  for  all  services  rendered  by  Consultant
hereunder.

     4. Expenses.  The Company shall reimburse  Consultant for expenses incurred
by him during the term of this Agreement (including  travel-related expenses) in
the  performance  of his  duties  as a  consultant  for the  Company;  provided,
however, that the Company shall not be obligated to reimburse Consultant for any
expenses which have not been approved in advance by the Company.

     5. Use of Automobile and Condominium. Consultant hereby agrees that (i) the
automobile  designated by Consultant for use in the State of California pursuant
to Section  3.2(d)  hereof and (ii) the  condominium  designated  by  Consultant
pursuant  to  Section  3.2(c)  hereof  shall,  during the term  hereof,  be made
available  for use by Max Munn and Laurie Munn and such other senior  executives
of the Company and Interiors as Consultant  shall approve of in advance when not
in use by  Consultant.  Consultant  shall have no  obligation  to  maintain  the
condominium or the automobile referred to in this Section 5, and at such time as
either or both are sold,  the rights  granted  pursuant to this  Section 5 shall
lapse with  respect  to such one or both of them that has or have been sold.  In
any event the Company  and  Interiors  agree to  indemnify,  reimburse  and hold
Consultant and the owner or owners of such automobile and  condominium  harmless
from any and all damages  and/or  liability  to the extent such  damages  and/or
liability  arise from the use of such  automobile  or  condominium  by Max Munn,
Laurie Munn,  and such other senior  executives  of the Company and Interiors to
the  extent  such  damages  and/or  liability  are not  covered by any policy of
insurance maintained by the Company,  Interiors, Max Munn, Laurie Munn, any such
senior executive, or Consultant.

     6.   Guaranty   of   Obligations.    Interiors   hereby   irrevocably   and
unconditionally  guarantees to Consultant full and  indefeasible  payment of the
obligations of the Company to Consultant  under this Agreement (the  "Guaranteed
Obligations"). In the event that the Company fails to timely make any payment of
any Guaranteed  Obligations,  Interiors  shall promptly cause such payment to be
made.


                                       -3-
<PAGE>




                                  7. Termination.

     7.1  Termination  for Cause.  Consultant  understands  and agrees that this
Agreement may be  terminated  by the Company for "cause" upon written  notice to
Consultant  in the manner set forth in Section  10.3 below.  "Cause"  shall mean
willful misconduct on the part of Consultant, which shall include only (i) fraud
with  respect  to the  Company  or  Interiors  occurring  after the date of this
Agreement  and  (ii)  conviction  of a  felony  or  theft.  In the  event of any
termination  pursuant to this Section 7.1, the  obligations of Consultant  under
Section 8 hereof  shall  expressly  survive such  termination  unless there is a
Default under either of the  Promissory  Notes,  in which case the provisions of
Section 8 hereof  shall  lapse  and be of no  further  force or effect  upon the
occurrence of such Default.

     7.2 Death.  In the event of the death of  Consultant  during the Term,  the
Company  shall  pay,  or  cause  to be  paid,  to any one or more  beneficiaries
designated  by  Consultant  pursuant to notice to the Company or,  failing  such
designation,  to Consultant's  estate,  the fees provided for herein through the
date on which  Consultant's  death  occurs plus an amount equal to the lesser of
the amount that would have been payable to Consultant for the twelve (12) months
following  Consultant's  death if the  remaining  term of this  Agreement  is in
excess of twelve  (12)  months or the  aggregate  amount  that  would  have been
payable to Consultant for the remainder of the term of this  Agreement  pursuant
to Section 3.1 of this Agreement.

     7.3  Disability.  In the event that Consultant  shall become,  by reason of
physical or mental  disability,  incapable of performing his duties and services
in accordance  with the provisions of this Agreement,  and such  incapacity(ies)
shall continue for a period of sixty (60) days, the Company shall have the right
to terminate  this  Agreement by giving him written  notice of such  termination
and,  thereafter,  this Agreement shall immediately  terminate.  In the event of
such  termination,  the Company  shall  continue to pay, or cause to be paid, to
Consultant the fees provided for herein through the date such termination occurs
plus an amount equal to the lesser of the amount that would have been payable to
Consultant for the twelve (12) months following Consultant's  termination if the
remaining  term of this  Agreement  is in excess of  twelve  (12)  months or the
aggregate amount that would have been payable to Consultant for the remainder of
the term of this Agreement pursuant to Section 3.1 of this Agreement.

     7.3 Termination by Consultant.This Agreement may be terminated  immediately
by  Consultant  upon  written  notice to the  Company in the manner set forth in
Section 10.3 below. In the event of such termination,  the Company shall have no
further obligation to compensate  Consultant under this Agreement and Consultant
shall have no further obligations to the Company or Interiors hereunder.

     7.4 Termination Upon Buyout.  On or prior to December 31, 1998, the Company
shall have the right,  but not the  obligation,  to terminate  this Agreement by
paying to Consultant on or before such date the sum of Five Hundred  Twenty-Five
Thousand  Dollars  ($525,000)  plus all amounts  then due but unpaid;  provided,
however, that the Company may not exercise its rights pursuant to this Section



                                       -4-
<PAGE>

     7.5 Unless Interiors has repurchased the Buyer Shares pursuant Section 8.13
of the Stock Purchase  Agreement.  In the event of such payment and termination,
the Company shall have no further obligation to compensate Consultant under this
Agreement,  including, without limitation,  continuance of the benefits provided
for in Section 3 hereof and Consultant shall have no further  obligations to the
Company or Interiors hereunder.

     7.6 Certain Liability of Interiors.  In the event of a Default under either
of the Promissory  Notes,  Interiors shall forthwith assume and become primarily
liable  for  all  obligations  of  the  Company  hereunder,   including  without
limitation, all compensation and benefits provided for in Section 3 hereof until
Interiors has signed all documents and taken all actions reasonably  required to
allow  Bentley to  reacquire  all of the  outstanding  stock of Windsor free and
clear of all liens and encumbrances.
 
     7.7 No  Additional  Compensation.  Except  as  expressly  provided  in this
Section 7,  Consultant  acknowledges  and agrees that he will not be entitled to
any additional  compensation as a result of the termination of this Agreement or
his services hereunder.
 
     7.8  Effect  of  Termination.   Upon  termination  or  expiration  of  this
Agreement,  Consultant  shall  immediately  surrender  to the Company 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 the Company, or any affiliate
or subsidiary of the Company.  Consultant  acknowledges and agrees that all such
lists,  books,  records,  materials and documents,  including without limitation
compilations  or  collections  of  suppliers',   contractors',   employees'  and
customers'  names and  addresses,  are the sole and  exclusive  property  of the
Company.

         8. Nondisclosure; Ownership and Protection of Proprietary Rights.

     8.1 Nondisclosure. Consultant understands and agrees that, in the course of
his relationship with the Company, he may acquire  confidential  information and
trade secrets  concerning  the Company's  operations,  future plans,  methods of
doing business,  projected and historical sales, marketing,  costs,  production,
growth and distribution,  and that it would be extremely damaging to the Company
if such  information  were  disclosed to a competitor  or made  available to any
other  person  or  corporation.   In  view  of  the  nature  of  the  consulting
relationship  with the Company  contemplated  herein,  Consultant  agrees  that,
during  the term of this  Agreement  and  thereafter,  any and all  confidential
information,   including,  without  limitation,  any  customer  lists,  customer
information  or addresses,  trade  secrets,  prices being  charged,  information
relating to governmental relations,  discoveries,  practices, processes, methods
or products,  whether patentable or not,  concerning the business of the Company
or any confidential information concerning or relating to any former or existing
suppliers, contractors, employees or customers of the Company or any corporation
or business entity that is controlling, controlled by, under common control with
or otherwise affiliated with the Company (collectively,  the "Customers"),  with
respect to the past, present or future business of the Company, or any affiliate
or  subsidiary  of  the  Company  or any  secret,  proprietary  or  confidential
information  concerning or relating to the past,  present or future  business of
the Company, or any affiliate or subsidiary of the Company



                                       -5-
<PAGE>

(collectively,  "Confidential  Information") that Consultant has acquired or may
acquire from any such  corporation or business  entity or the Company,  shall be
maintained  by him in  confidence  and shall not be disclosed or divulged to any
third party without the prior  written  consent of the Board of Directors of the
Company.  Consultant  further agrees that he will not utilize such  Confidential
Information on his own behalf or on behalf of others at any time during the term
of this  Agreement or thereafter.  Consultant  agrees that he will not divert or
attempt to divert any of the  customers  or do any act to impair,  prejudice  or
destroy the goodwill of the Company with the  Customers.  The Consultant and the
Company  acknowledge  that they have  entered  into and  agreed to be bound by a
Noncompetition,   Nondisclosure,   Nonsolicitation  and  Intellectual   Property
Agreement, dated of even date herewith.

     8.2 Ownership of Intellectual Property.  Consultant acknowledges and agrees
that  all  intellectual   property  (including  without  limitation  all  ideas,
concepts,  inventions,  plans,  developments,  software,  data,  configurations,
materials   (whether   written   or   machine-readable),    designs,   drawings,
illustrations  and photographs,  which may be protectable,  in whole or in part,
under any  patent,  copyright,  trademark,  trade  secret or other  intellectual
property law), developed, created, conceived, made or reduced to practice during
the term of this Agreement which (a) relate to the current,  future or potential
business  of the  Company,  (b)  result  from the  duties or work  performed  by
Consultant  hereunder,  or (c) are  developed  during  working time or using the
Company's equipment, supplies, facilities,  resources, materials or information,
shall be the sole and exclusive property of the Company and Consultant shall and
hereby does  assign all right,  title and  interest in and to such  intellectual
property to the Company.

     8.3 Nonsolicitation.  Because Consultant's solicitation of the Customers of
the Company, or any affiliate of the Company,  under certain circumstances would
necessarily   involve  the  use  or  disclosure  of  Confidential   Information,
Consultant shall not, either directly or indirectly, at any time during the term
of this  Agreement  and for a  period  of  three  (3)  years  from  the  date of
termination  or expiration of this  Agreement (a) call on, solicit or take away,
or attempt to call on,  solicit or take away,  any past or present  Customers of
the Company,  or any affiliate of the Company,  (b) employ,  hire or solicit the
employment  of any person  employed  by the  Company,  or any  affiliate  of the
Company,  (c) do any act to impair,  prejudice  or destroy  the  goodwill of the
Company,  or any  affiliate  of the  Company,  or to  prejudice  or  impair  the
relationship  or dealing  between the Company,  or any affiliate of the Company,
and the Customers or (d) assist  any other person,  firm or  corporation  in any
such acts;  provided that Consultant's  post-termination  obligations under this
Section 8.3 shall not apply if this  Agreement is  terminated by Consultant as a
result of an  uncured,  material  breach of this  Agreement  by the  Company  or
bankruptcy of the Company; and further provided,  however, that Ramakant Agarwal
(i) shall be permitted to serve as a director of Bentley,  (ii) may be solicited
by Bentley or Consultant 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 Company.

     8.4  Noncompetition.  Consultant  shall not, at any time during the term of
this Agreement,  be or become (a) interested or engaged in any manner,  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


                                       -6-
<PAGE>

any person,  firm or  corporation  now  existing or  hereafter  created,  in any
business,  trade or other enterprise substantially similar to or which is or may
be directly or indirectly  competitive with the past, present or future business
of the Company or Interiors (as such  business  relates to the  manufacture  and
sale of decorative  accessories) (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
nothing contained in this Section 8.4 shall prevent Consultant from acquiring or
holding,  as a  passive  investment,  not more  than  five  percent  (5%) of the
outstanding  capital  shares of any publicly  held  corporation  engaged in such
business.  Consultant  represents  and  warrants  that  as of the  date  hereof,
Consultant 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 Company to Interiors on the date hereof shall cease to be engaged in
a business which is or may be competitive with the Business.

     8.5 Survival.  Subject to the following provisions,  the provisions of this
Section 8 shall survive the termination of this  Agreement,  irrespective of the
reason therefor;  provided, however, that in the event of a Default under either
of the Promissory  Notes, the above provisions of this Section 8 shall lapse and
be of no further force or effect.

     8.6 Relief. Consultant acknowledges that (a) the services to be rendered by
him are of a special,  unique and  extraordinary  character and it would be very
difficult or impossible to replace such services,  (b) the provisions of Section
8 are  reasonable  and  necessary  to protect the  legitimate  interests  of the
Company, (c) the restrictions contained in Section 8 will not prevent Consultant
from earning or seeking a livelihood,  (d) the restrictions contained in Section
8 shall apply in all areas where such  application  is  permitted by law and (e)
any violation of this Agreement by Consultant  would result in irreparable  harm
to the Company. Accordingly, Consultant consents and agrees that, if he violates
any of the  provisions of this  Agreement,  the Company 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 to post any bond or for any
other undertaking,  including without limitation proving the inadequacy of money
damages.

     8.7 In the event that the whole or any part of the  provisions of Section 8
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 of that section shall be reduced so as to cure such  invalidity and in
its reduced form the  provisions of Section 8 shall be enforceable in the manner
contemplated hereby. Subject to the provisions of Section 8.5, the provisions of
this Section 9 shall survive the termination of this Agreement,  irrespective of
the reason therefor.

                                9.  Miscellaneous.

     9.1 Waiver of Breach.  Neither  party's failure to enforce any provision or
provisions of this Agreement shall be deemed or in any way construed as a waiver
of any such provision or provisions, nor prevent that party thereafter from



                                       -7-
<PAGE>

enforcing  each and every  provision of this  Agreement.  The rights granted the
parties  herein are  cumulative and shall not constitute a waiver of any party's
right  to  assert  all  other  legal   remedies   available   to  it  under  the
circumstances.

     9.2 Successors; Assigns. The Company shall be entitled to assign its rights
and  obligations  hereunder.  Consultant  shall not  assign any of his rights or
obligations  under this Agreement without the prior written consent of the Board
of Directors of the Company.  Subject to the  foregoing,  the provisions of this
Agreement  shall be binding  upon and inure to the  benefit of the heirs,  legal
representatives,  executors,  successors  and  assigns  of  Consultant  and  the
Company.

     9.3  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),
postage  prepaid,  upon the  earlier of actual  delivery  or upon three (3) days
after being mailed, in each case to Consultant or the Company 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.

     9.4 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.

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

     9.6  Attorneys'  Fees.  In the event  any  litigation  or other  proceeding
("Proceeding')  is  initiated  by any party  against any other party to enforce,
interpret or otherwise  obtain judicial or  quasi-judicial  relief in connection
with this Agreement, the prevailing party or parties in such proceeding shall be
entitled to recover from the unsuccessful  party or parties all costs,  expenses
and  reasonable  attorneys'  fees relating to or arising out of such  Proceeding
(whether  or  not  the  Proceeding   results  in  a  judgment),   including  any
post-judgment or post-award Proceeding,  including,  without limitation,  one to
enforce  any  judgment or award  resulting  from any such  Proceeding.  Any such
judgment or award shall  contain a specific  provision  for the  recovery of all
such subsequently incurred costs, expenses and reasonable attorneys fees.

     9.7 Counterparts.  This Agreement may be executed simultaneously in two (2)
or more counterparts,  each of which shall be deemed to be an original,  but all
of which together shall constitute one (1) and the same instrument. Furthermore,
facsimiles of signatures may be taken as the actual signatures, and each party



                                       -8-
<PAGE>

agrees to furnish  the other with  documents  bearing  the  original  signatures
within ten (10) days of the facsimile transmission.

     9.8 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.






                                       -9-

<PAGE>

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


                                                 The "Company'
 

                                                 WINDSOR ART, INC.



                                         By:_________________________________
                                               An Authorized Officer



                                                 "Consultant"



                                           ___________________________________
                                                 Lloyd R. Abrams



                                                 "Interiors"
 

                                                 INTERIORS, INC.



                                          By:_________________________________
                                               An Authorized Officer







                                      -10-