0001144204-08-025873 Sample Contracts

SUBORDINATED PROMISSORY NOTE PAYOFF AGREEMENT
Payoff Agreement • May 2nd, 2008 • Decorize Inc • Wholesale-furniture & home furnishings • Missouri

THIS PAYOFF AGREEMENT (the “Agreement”), dated effective as of the 21st day of April, 2008, by and among DECORIZE, INC. (“Borrower”) and JON T. BAKER (“Creditor”).

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MODIFICATION AGREEMENT
Modification Agreement • May 2nd, 2008 • Decorize Inc • Wholesale-furniture & home furnishings • Delaware

THIS MODIFICATION AGREEMENT (the “Agreement”), dated effective as of the 30th day of April, 2008, by and among DECORIZE, INC., a Delaware corporation (“Borrower”) and SRC Holdings Corporation, a Missouri corporation (“Lender”)

EXTENSION AND MODIFICATION AGREEMENT
Extension and Modification Agreement • May 2nd, 2008 • Decorize Inc • Wholesale-furniture & home furnishings • Missouri

THIS AGREEMENT, dated effective as of the 15th day of March, 2008, by and among DECORIZE, INC. (“Borrower”) and QUEST CAPITAL ALLIANCE II, L.L.C. (“Lender”)

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • May 2nd, 2008 • Decorize Inc • Wholesale-furniture & home furnishings • Missouri

THIS STOCK EXCHANGE AGREEMENT (the “Agreement”), dated as of the 28th day of April, 2008, is by and between Decorize, Inc., a Delaware corporation (the “Company”), and James K. Parsons, an individual (“Parsons”).

MODIFICATION AGREEMENT
Modification Agreement • May 2nd, 2008 • Decorize Inc • Wholesale-furniture & home furnishings • Missouri

THIS AGREEMENT, dated effective as of the 1st day of April, 2008, by and among DECORIZE, INC., a Delaware corporation (“Borrower”) and QUEST COMMERCIAL FINANCE, L.L.C., a Missouri limited liability company (“Lender”)

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • May 2nd, 2008 • Decorize Inc • Wholesale-furniture & home furnishings • Missouri

THIS STOCK EXCHANGE AGREEMENT (the “Agreement”), dated as of the 1st day of April, 2008, is by and between Decorize, Inc., a Delaware corporation (the “Company”), and Quest Capital Alliance II, L.L.C., a Missouri limited liability company (“Quest”).

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