Exhibit 10.11                                                   Annex P

                                 INTERIORS, INC.
                          VOTING TRUST AGREEMENT NO. 1

     THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into this
____ day of July,  1998,  by and among MAX R.  MUNN as voting  trustee  (in such
capacity,  the  "Voting  Trustee"),  BENTLEY  INTERNATIONAL,  INC.,  a  Missouri
corporation  (the  "Shareholder")  and INTERIORS,  INC., a Delaware  corporation
("Interiors").

                              W I T N E S S E T H:

     WHEREAS,   Shareholder   has  entered  into  a   Securities   Purchase  and
Registration  Rights  Agreement dated July ___, 1998 (the  "Securities  Purchase
Agreement")  with  Interiors  to  acquire  One  Million  Five  Hundred  Thousand
(1,500,000)  shares (the  "Shares") of the common  stock  ("Common  Stock"),  of
Interiors; and

     WHEREAS,  Interiors has entered into a Stock Purchase  Agreement dated July
7, 1998 (the "Stock Purchase Agreement") with Shareholder to acquire One Hundred
(100) shares (the  "Windsor  Shares") of the common stock (the  "Windsor  Common
Stock"), of Windsor Art, Inc. ("Windsor"); and

     WHEREAS,  pursuant to the terms of the Stock 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; 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 (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 Interiors,  Inc.
Voting Trust No. 1" without reference to the date of this Agreement.

     (b)  Actions  to be  Taken.  At the  Closing  described  in the  Securities
Purchase Agreement,  the following actions shall be taken by each of the parties
hereto:

          (i)  Shareholder   shall  instruct   Interiors  in  writing  that  all
     certificates  evidencing Shares to be issued in connection with the Closing
     pursuant to the

<PAGE>

     Securities  Purchase  Agreement shall be issued to and in the name of
     the Voting Trustee  pursuant to this Agreement.  Interiors 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 Interiors as stated herein, in the Securities Purchase  Agreement),  the
     Trust Shares.

          (ii) Immediately following the receipt of the Trust Shares, the Voting
     Trustee shall (a) issue to  Shareholder a voting trust  certificate  in the
     form  of  Exhibit  A  attached  hereto  (the  "Voting  Trust  Certificate")
     evidencing the number of Trust Shares held by the Voting  Trustee,  and (b)
     deliver  possession of all  certificates  representing  the Trust Shares to
     Shareholder.

     (c) Voting Securities Subsequently Acquired. The parties hereto acknowledge
that, if any additional  voting  securities of Interiors 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,  and such additional  voting  securities shall constitute
"Trust  Shares"  hereunder.  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.  For purposes of this Agreement,
"voting  securities"  shall  mean any equity  securities  of  Interiors  (or any
corporate  successor,  including any entity which  acquires the capital stock of
Interiors or assets of Interiors 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 Interiors (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 Interiors,  Inc.  Voting Trust
Agreement  No. 1,  dated  July ____,  1998,  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 Interiors
and on any and all other  matters  with  respect to which  holders of the voting
securities of Interiors are entitled to vote (including but not limited


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<PAGE>

to amendments of Interiors' Articles of Incorporation,  mergers, consolidations,
share exchanges,  dissolution of Interiors,  acquisitions of business, issuances
of securities or sales or other  dispositions of all or substantially all of the
assets or  Securities  of Interiors  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 Interiors and the Voting
Trust  Certificate  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  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 Interiors  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 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


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<PAGE>

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. For purposes of this Agreement,  the
term "Affiliate" shall mean and include all of the following:

     (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 Trustees or a material beneficiary;

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

     (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,  subject to the Escrow  Agreement of even date
herewith,  underlying his, her, or its Voting Trust  Certificate,  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. 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 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.


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<PAGE>


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

     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 Interiors,  whether voluntary or involuntary,  the Voting Trustee
shall  receive  the moneys,  securities,  rights or property to which the Voting
Trustee   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.  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 Interiors, addressed to:

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

                                    Attention: Mr. Max Munn

                                    With copies to:


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<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 Shareholder, addressed to:

                                    Mr. Lloyd R. Abrams, Pres.
                                    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.


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<PAGE>


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

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


___________________________________
Max R. Munn, Voting Trustee

BENTLEY INTERNATIONAL, INC.               INTERIORS, INC.


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



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<PAGE>

                                  Exhibit A to
                  Interiors, 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.__________________                             ___________________ Shares

                                 Interiors, Inc.
                             a Delaware corporation

                            Voting Trust Certificate

         This certifies that:

     (1) certificates  representing _______ shares of Common Stock of Interiors,
Inc.,  a  Delaware  corporation  ("Company"),   have  been  deposited  with  the
undersigned,  as Voting Trustee under the Interiors, Inc. Voting Trust Agreement
No. 1 (the "Voting Trust Agreement"),  dated as of July ____, 1998, among Max R.
Munn, as Voting  Trustee,  and the other parties  thereto,  including the person
named in the immediately succeeding paragraph; and

     (2) Bentley  International,  Inc., a Missouri 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 July, 1998.

___________________________
Max R. Munn, Voting Trustee

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