Exhibit
      10.3

     

    
      SECURITY
        AGREEMENT

       

      THIS
        SECURITY AGREEMENT (the “Agreement”) dated this 19th day of October, 2007, is
        executed and delivered by DECORIZE, INC., a Delaware corporation, GUILDMASTER,
        INC., a Missouri corporation, and FAITH WALK DESIGNS, INC., a Missouri
        corporation (collectively, the “Borrower”), as debtor, in favor of GUARANTY
        BANK,
        a
        state
        chartered trust company with banking powers (the “Lender”), as secured party,
        pursuant to the terms of the Credit Agreement (hereinafter defined).


      


      W
        I T N E S S E T H

      


      WHEREAS,
        Borrower
        has obtained from Lender a Revolving Loan, in an amount not to exceed Three
        Million and 00/100 Dollars ($3,000,000.00) (the “Loan”), pursuant to that
        certain Credit Agreement (as may be amended, restated or modified from time
        to
        time, the “Credit Agreement”) dated the same date hereof by and among Lender and
        Borrower, which Loan is evidenced by that certain Revolving Promissory Note
        dated the same date hereof (the “Note”). All terms used but not otherwise
        defined herein shall have the meaning set forth in the Credit Agreement;
        and

       

      WHEREAS,
        Borrower and the Lender desire to secure the Obligations for the benefit
        of
        Lender pursuant to the terms of the Credit Agreement.

       

      NOW,
        THEREFORE, in consideration of the Loan by the Lender, and other good and
        valuable consideration, receipt and sufficiency of which are hereby acknowledged
        by the Borrower, the Borrower hereby agrees with the Lender as
        follows.

       

      1. Grant
        of Security Interest.
        To
        secure the Obligations, Borrower hereby grants to Lender, pursuant to the
        terms
        of the Credit Agreement, a continuing first lien on and priority security
        interest in, and the right to set off against, any and all right, title and
        interest of the Borrower, whether now, or hereafter, owned, existing, created,
        acquired or arising, in and to any and all of Borrower’s personal property,
        wherever located and whomever held by (collectively the “Collateral”). The
        Collateral includes Borrower’s personal property identified on Exhibit A
        attached hereto, and the following:

       

      (i) All
        Accounts, accounts receivable, Deposit Accounts, promissory notes and other
        obligations owed to Borrower that arise from the sale, rental or lease of
        Inventory, goods or other property of Borrower or the rendering of services
        by
        Borrower, and all Chattel Paper, Instruments (including Promissory Notes),
        Documents, drafts, contract rights and acceptances and other forms of
        obligations (including but not limited to all obligations that may be
        characterized as General Intangibles or otherwise under the UCC) respecting
        the
        rights of Borrower to the payment of money from others and all other rights
        to
        the payment of money;

       

      (ii) All
        Goods
        and Inventory, and all documents of title of at any time evidencing or
        representing a part thereof, including all inventories of raw materials,
        work-in-process, finished goods, and merchandise, materials and supplies
        and all
        other personal property and assets of every kind and description held for
        sale,
        rental or lease or held to be furnished under contracts for services or consumed
        in Borrower’s business, or in any case held, used or useable in the supply,
        servicing, advertising, processing, packaging, delivery or shipping of such
        property; 

       

      (iii) All
        Equipment, machinery, tools furniture, and fixtures of every sort and spare
        parts therefor, all storage media containing computer programs and data,
        and all
        tools, dies, and molds, and all motor vehicles, trailers, tractors, barges,
        and
        ships of every sort and spare parts and accessories therefor, whether or
        not
        titled or certificated; 


      
        
          
          

        

        
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      (iv) All
        General Intangibles, including Payment Intangibles, all computer programs,
        data
        and databases, leases, licenses, claims and causes of action against others
        (whether in litigation, settlement or otherwise), and tax refunds, and all
        summaries, compilations, mailing and customer, client or supplier lists,
        and
        other supporting evidence records relating to the business, assets, liabilities
        or capital of Borrower, and all disks, files, tapes, printouts, books, records,
        periodicals, directories, publications and other documents and media where
        the
        foregoing is stored or embodied, and all patents, patent applications,
        trademarks, trademark applications, trade secrets, trade names, service marks,
        trade styles, and copyrights,
        designs, prototypes, labels, molds, inventions, improvements, processes,
        manufacturing techniques, know-how, specifications
        in each
        case whether or not registered, licensed or filed; 

       

      (v) All
        rights under all licenses, permits, leases, contracts, governmental approvals,
        franchises, applications for any of the foregoing, renewals of any of the
        foregoing, and similar rights or privileges or immunities;

       

      (vi) (A)
        all
        dividends, cash, securities, instruments and other property from time to
        time
        paid, payable or otherwise distributed to Borrower in respect of or in exchange
        for any shares or other capital stock or trust, partnership or limited liability
        company interests, all Investment Property, Certificated Securities,
        Uncertificated Securities, Security Entitlements, Securities Accounts,
        securities accounts, margin accounts, financial assets, hedging contracts,
        options contracts, and futures contracts; (B) any and all distributions made
        to
        Borrower in respect of any such shares or capital stock, or trust, partnership
        or limited liability company interests, whether in cash or in kind, by way
        of
        dividends or stock splits, or pursuant to a merger or consolidation or
        otherwise, or any substitute security issued to Borrower upon conversion,
        reorganization or otherwise; and (C) any and all other property hereafter
        delivered to Borrower or Lender in substitution for or in addition to any
        of the
        foregoing (including without limitation all securities issued pursuant to
        any
        shareholder agreement, stock purchase agreement, partnership agreement, trust
        agreement or indenture, limited liability company operating agreement, stock
        purchase rights or other agreement to which Borrower may now or hereafter
        be a
        party, all certificates and instruments representing or evidencing such property
        and all cash, securities, interest, dividends, rights, and other property
        at any
        time and from time to time received, receivable or otherwise distributed
        in
        respect of or in exchange for any or all thereof); 

       

      (vii) All
        of
        Borrower’s property in the possession, custody or control of Lender in any way,
        whether or not for safekeeping, custody, pledge, transmission, collection
        or
        otherwise; 

       

      (viii) All
        funds
        paid to Lender or in transit to any deposit account or fund established by
        Borrower, and any securities in which such funds may be invested;
        and

       

      (ix) All
        cash
        and non-cash proceeds and products of the foregoing, all proceeds from insurance
        on any of the foregoing, all goodwill associated with the foregoing, all
        additions and accessions to and replacements and substitutions for any of
        the
        foregoing, everything that becomes (or is held for the purpose of being)
        affixed
        to or installed in any of the foregoing, and all products, rents, income,
        dividends, royalties, and profits of or from any of the foregoing.

       


      
        
          
          

        

        
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      This
        Agreement is made and given to secure, and shall secure, the payment of and
        performance of any and all indebtedness, obligations and liabilities of the
        Borrower to the Lender, including without limitation the principal advanced
        or
        any interest on the Note and Loan Documents, and under this Agreement in
        accordance with their terms and to satisfy all of its other liabilities to
        Lender, whether under the Note or under the Credit Agreement or otherwise,
        whether now existing or hereafter incurred, matured or unmatured, direct
        or
        contingent, joint or several, including any extensions, modifications, renewals,
        and substitutions, including, but without limitation, advances for principal
        or
        interest payments to prior secured parties, mortgagors, or lienors, or for
        taxes, levies, insurance, rent, repairs to or maintenance or storage of any
        of
        the Collateral, for all of Lender’s expenses and costs, including reasonable
        fees and expenses of its counsel, in connection with the preparation,
        administration, amendment, modification, or enforcement of the Credit Agreement
        and the documents required thereunder and in connection therewith, including,
        without limitation, any proceeding brought or threatened to enforce payment
        of
        any of the obligations under the Loan Documents (collectively the
“Obligations”). Notwithstanding the foregoing, Borrower and Lender agree that
        the costs payable by Borrower in connection with the origination of the Loan
        (i.e., attorney fees, loan documentation costs, recording fees, etc.) shall
        not
        exceed $10,000.

       

      2. Defined
        Terms. The
        term
“Loan Documents” and all other capitalized terms used herein but not otherwise
        defined herein shall have the meanings given to them in the Credit Agreement.
        All capitalized terms used and not otherwise defined herein or in the Credit
        Agreement have the meanings given them in the Uniform Commercial Code as
        in
        effect from time to time in the State of Missouri (“UCC”). To the extent the
        provisions of this Agreement conflict with the provisions of the Credit
        Agreement, the Credit Agreement shall govern. The prior sentences
        notwithstanding, any reference to any agreement, document, or instrument,
        including this Agreement, any other Loan Document and any agreement, document
        or
        instrument defined herein or therein, means such agreement, document, or
        instrument as it may have been or may be amended, restated, extended, renewed,
        replaced, or otherwise modified and in effect from time to time in accordance
        with the terms thereof and, if applicable, the terms hereof, and includes
        all
        attachments thereto and instruments incorporated therein, if any.

       

      3. Possession of
        Collateral. Other
        than during an Event of Default, Borrower may have possession of all Collateral
        except for Collateral which is in the possession of Lender or Collateral
        which
        Lender must possess in order to have a perfected first priority Security
        Interest therein, and Borrower may use each item of the Collateral in its
        possession in any lawful manner not inconsistent with this Agreement, the
        other
        Loan Documents or with any policy of insurance covering the same.

       

      4. Borrower’s
        Representations and Warranties.
        Borrower represents and warrants to the Lender the following:

       

      4.1. Name;
        Jurisdiction; Taxpayer ID Number. The
        correct corporate name and jurisdiction of formation of Borrower is set forth
        in
        the first paragraph of this Agreement, and the Borrower does not conduct
        and,
        during the five-year period immediately preceding the date of this Agreement,
        has not conducted, business under any trade name or other fictitious name.
        The
        Internal Revenue Service taxpayer identification number of the Borrower and
        the
        organizational identification number of the Borrower issued by the Borrower’s
        jurisdiction of formation are set forth on Schedule
        A
        attached
        hereto.

       


      
        
          
          

        

        
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      4.2. Offices;
        Places of Business.
        Borrower’s principal place of business and the books and records relating to all
        Accounts and the Collateral is located at the address set forth on Schedule
        A.
        All
        addresses (including applicable counties) of all other places of business
        of the
        Borrower shall at all times be additionally listed on Schedule
        A.
        Unless
        Lender otherwise consents in writing, all of the tangible Collateral will
        be
        kept at Borrower’s chief executive office or such other places of business
        described in the Credit Agreement, including Collateral which is movable
        when
        the same is not in use; and without Borrower first making arrangements
        satisfactory to Lender to protect Lender’s Security Interest therein, Borrower
        will not place any of the tangible Collateral in any other location. No
        Collateral shall at any time be in the possession or control of any
        warehouseman, bailee or any of Borrower’s agents or processors without Lender’s
        prior written consent and unless Lender, if Lender has so requested, has
        received warehouse receipts or bailee letters satisfactory to Lender prior
        to
        the commencement of such storage. Notwithstanding the foregoing, Borrower
        may
        allow EnCore, Inc. to have possession and control of the Collateral pursuant
        to
        the terms of Agreement between Borrower and EnCore, Inc. dated September
        14,
        2006. Borrower shall, upon the request of Lender, notify any such warehouseman,
        bailee, agent or processor of the Security Interests created hereby and shall
        instruct such person to provide a written agreement to Lender that such person
        holds all such Collateral for Lender’s account subject to Lender’s
        instructions.

       

      4.3. Name,
        Entity or Office Changes. If
        Borrower intends to change its name, change its structure, change the location
        of Borrower’s principal place of business, create new or otherwise amend its
        trade names or trademarks, change its state of organization, or open other
        places of business, Borrower will, prior to taking any such action, provide
        Lender no less than thirty (30) days prior written notice of the same and,
        prior
        to taking any such action, will promptly execute such additional documents
        as
        Lender may reasonably request in order to maintain a fully perfected first
        priority Security Interest in favor of Lender in the Collateral.

       

      4.4. Insurance.
         Borrower
        will keep the Collateral insured in accordance with the terms of the Credit
        Agreement.

       

      4.5. Collateral Not to Become
 Fixtures.
         Without
        first making arrangements satisfactory to Lender to protect its Security
        Interest, Borrower will not allow the Collateral to become affixed to or
        installed in any property (including but not limited to any real
        estate).

       

      4.6. Condition of Collateral;
        Disposal of Collateral.
         Borrower
        will keep the Collateral in the condition required under the terms of the
        Credit
        Agreement. Borrower will not transfer, convey or otherwise dispose of any
        Collateral (or any interest therein) unless and only to the extent permitted
        herein or by the Credit Agreement.

       

      4.7. Liens.
         Borrower
        is the lawful owner of the Collateral free and clear, and will keep free
        and
        clear, of all security interests, liens, encumbrances, registered pledges,
        adverse claims, voting trust restrictions and any other claims of others
        except
        with respect to Permitted Liens (as defined in the Credit Agreement and
        incorporated herein) or as otherwise disclosed to Lender in the Credit
        Agreement. Borrower will pay and discharge all taxes assessed on the Collateral
        in accordance with the terms of the Loan Documents.

       

      4.8. Collateral Disposition.
        Borrower
        has not, and will not, sell, assign, transfer, encumber or otherwise dispose
        of
        any of Borrower’s rights in the Collateral except (i) in the ordinary course of
        Borrower’s business or (ii) except as otherwise allowed in the Credit
        Agreement.

       

      4.9. Authorization.
        Borrower has the full right, power and authority to enter into this Agreement
        and to pledge the Collateral. Borrower’s articles of incorporation and bylaws do
        not prohibit execution of this Agreement by Borrower or any term or condition
        contained in this Agreement.

       

      4.10. Binding Effect. This
        Agreement is binding upon Borrower, as well as Borrower’s heirs, successors,
        representatives and assigns, and is legally enforceable in accordance with
        its
        terms subject to limitations imposed by bankruptcy, insolvency, moratorium
        or
        other similar laws affecting the rights of creditors generally or the
        application of general equitable principles.

       

      4.11. Investment
        Property as Collateral.
        None of
        the Collateral constitutes Investment Property.

       


      
        
          
          

        

        
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      5. Inspection. No
        more
        than once a year unless an Event of Default exists, during normal business
        hours
        that does not otherwise unnecessarily interfere with Borrower’ business, Lender
        and any of its authorized agents may examine and inspect the Collateral upon
        providing notice to Borrower.

       

      6. Disbursement Directly to Seller
 of Collateral. To
        the
        extent, if any, that Borrower has advised Lender that any of the Collateral
        is
        being acquired with proceeds of any loan, advance or other financial
        accommodation from Lender, such proceeds may be disbursed by Lender directly
        to
        the seller of such Collateral.

       

      7. Adverse Conditions Affecting Collateral
. Borrower
        will notify Lender within 30 days of becoming aware of any material adverse
        fact
        or condition which bears upon the value of the Collateral including any adverse
        fact or condition, or the occurrence of any event, which (i) bears upon the
        collectibility of any material Account including the ability of any Account
        debtor to perform under any agreement evidencing any material Account (including
        the bankruptcy, insolvency or failure of any Account debtor to pay its debts
        as
        they become due), or (ii) causes material loss or depreciation in the value
        of any material item of the Collateral and the amount of such loss or
        depreciation. Borrower will provide such additional information to Lender
        regarding the amount of any loss or depreciation in value of the Collateral
        as
        Lender may reasonably request from time to time.

       

      8. Protection of Security Interest
.
        Lender
        may, at Borrower’s sole cost, file a copy of this Agreement or a Financing
        Statement in any public office deemed necessary by Lender to perfect or continue
        its Security Interest in the Collateral, and Borrower hereby
        ratifies any such Financing Statement previously filed by Lender and
irrevocably
        authorizes Lender to do any of the foregoing. Borrower will execute or cause
        the
        execution of such additional Financing Statements and other documents (and
        pay
        the cost of filing or recording the same in all public offices deemed necessary
        by Lender) and do such other acts and things, including execution of
        applications and certificates of title naming Lender as a secured party and
        delivery of same to Lender, as Lender may from time to time request or deem
        necessary to establish and maintain a valid and perfected Security Interest
        in
        the Collateral. Borrower will, immediately upon Lender’s reasonable request,
        place a durable notice of the existence of Lender’s Security Interest, in form
        and by means reasonably acceptable to Lender, upon such items of the Collateral
        as are designated by Lender. Borrower will not create any Chattel Paper without
        placing a legend on the Chattel Paper acceptable to Lender indicating Lender
        has
        a Security Interest in the Chattel Paper. Borrower will not file any document
        releasing Lender’s Security Interest in any of the Collateral without the prior
        written authorization of Lender.

       


      
        
          
          

        

        
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      9. Preservation of Collateral; 
Expenditures.
        After
        first giving notice to Borrower, Lender may perform any obligation of Borrower
        hereunder or under any other Loan Document which Borrower fails to perform
        and
        such failure results in an Event of Default; provided, however, that after
        the
        occurrence of an Event of Default and during the continuance, Lender will
        not be
        obligated to provide Borrower with any such notice. After first giving notice
        to
        Borrower, Lender may, in its commercially reasonable judgment at any time,
        take
        any other action which it reasonably deems necessary for the maintenance
        or
        preservation of any of the Collateral or the Security Interest of Lender
        therein, including the payment and discharge of taxes, liens, security interests
        and encumbrances of any kind against the Collateral, or the procurement of
        insurance; provided, however that after the occurrence of an Event of Default
        and during the continuance, Lender will not be obligated to provide Borrower
        with any such notice. Any actions taken by Lender pursuant to this Section
        will
        not be deemed a waiver of any Event of Default. Upon the occurrence and during
        the continuance of an Event of Default, Lender may adjust, settle or cancel
        claims under any policy of insurance covering items of the Collateral and
        endorse any draft received in connection therewith in payment of a loss or
        otherwise. Borrower agrees to reimburse Lender on demand for all costs and
        expenses incurred or paid by Lender pursuant to this Section, together with
        interest thereon at the highest default or post-maturity rate provided in
        the
        Credit Agreement or the Note. Any amounts, until so reimbursed to Lender,
        will,
        without further action by Lender or Borrower, be added to and become a part
        of
        the Obligations and secured hereby. Lender may, for the foregoing purposes
        during the continuance of an Event of Default, act in its own name or that
        of
        Borrower. Borrower hereby grants to Lender its power of attorney, irrevocable
        so
        long as any of the Obligations are outstanding, to take any of the actions
        described or permitted by this Section. Lender is not obligated to exercise
        its
        rights under this Section and will not be liable to Borrower for any failure
        to
        do so.

       

      10. Limitation of Obligation 
of Secured Party.
        Lender
        shall use ordinary reasonable care in the physical preservation and custody
        of
        the Collateral in Lender’s possession, but shall have no other obligation to
        protect the Collateral or its value. In particular, but without limitation,
        Lender shall have no responsibility for: (a) any change in the market value
        of
        the Collateral or for the collection or protection of any income and proceeds
        from the Collateral; (b) ascertaining any maturities, calls, conversions,
        exchanges, offers, tenders, or similar matters relating to any of the
        Collateral; or (c) informing Borrower about any of the above, whether or
        not
        Lender has or is deemed to have knowledge of such matters. Lender will be
        deemed
        to have exercised reasonable care in the custody and preservation of any
        Collateral in its possession (even if it fails to sell or convert Collateral
        which is falling in market value) if Lender treats such Collateral in
        substantially the same way that Lender treats the collateral of its other
        customers when dealing with similar types of collateral under similar
        circumstances. The failure of Lender to preserve or protect any rights with
        respect to any of the Collateral against other parties will not be deemed
        a
        failure to exercise reasonable care in the custody or preservation of such
        Collateral.

       

      11. Default.
        The term
“Event of Default” has the meaning as set forth in the Credit Agreement and thus
        the occurrence and continuance of any event of or the existence of any condition
        which is specified as an Event of Default under the Credit Agreement shall
        constitute an Event of Default hereunder.

       

      12. Remedies.
        Upon
        the
        occurrence and during the continuation of an Event of Default, Lender will
        have
        and may exercise any or all of its rights and remedies as provided in the
        Credit
        Agreement and in the other Loan Documents, at law or in equity, and/or treat
        all
        of Borrower’s property in Lender’s possession as part of the Collateral to
        secure payment of the Obligations, in addition to exercising any one or more
        of
        the following rights and remedies:

       

      (i) Declare
        all Obligations immediately due and payable, without notice of any kind to
        Borrower.

       

      (ii) Utilize
        any and all of its rights and pursue any and all of its remedies under the
        UCC,
        under any other applicable law, at equity, or pursuant to this Agreement
        and the
        other Loan Documents with respect to the Collateral.

       

      (iii) Register
        any securities included in the Collateral in Lender’s name and exercise any
        rights normally incident to the ownership of securities.

       

      (iv) Maintain
        a judicial suit for foreclosure and sale of the Collateral.

       

      (v) Effect
        transfer of title upon sale of all or part of the Collateral. For this purpose,
        Borrower irrevocably appoints Lender as its attorney-in-fact to execute
        endorsements, assignments and instruments in the name of Borrower as shall
        be
        necessary or reasonable.

       


      
        
          
          

        

        
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      All
        of
        Lender’s rights and remedies, whether evidenced by this Agreement, the Credit
        Agreement or other Loan Documents or by any other writing, shall be cumulative
        and may be exercised singularly or concurrently. Election by Lender to pursue
        any remedy shall not exclude pursuit of any other remedy, and an election
        to
        make expenditures or to take action to perform an obligation of Borrower
        under
        this Agreement, after Borrower’s failure to perform, shall not affect Lender’s
        right to declare an Event of Default and to exercise its remedies hereunder.
        Borrower agrees that, to the extent notice of sale shall be required by
        applicable law, ten (10) days notice shall constitute commercially reasonable
        notification.

       

      13. Certificate Regarding Collateral. 
Upon
        the
        occurrence and during the continuation of an Event of Default, whenever Lender
        so requires, Borrower will execute and deliver to Lender a certificate, in
        form
        and detail satisfactory to Lender and signed by a knowledgeable officer of
        Borrower, scheduling all material Collateral, as Lender may reasonably require,
        together with such copies of invoices (with evidence of shipment attached),
        if
        available, original purchase orders, service contracts, bills of lading,
        original warehouse receipts or similar documents of title, pertaining to
        Borrower’s Accounts and Inventory as Lender may reasonably require.

       

      14. No Release or Impairment
 of
        Collateral.
        Lender’s Security Interest hereunder and Lender’s rights in connection therewith
        will continue unimpaired, notwithstanding that Lender takes, exchanges or
        releases the Collateral or other security, releases any person primarily
        or
        secondarily liable for any of the Obligations, grants or allows extensions,
        renewals, modifications, rearrangements, restructures, replacements or
        refinancings thereof, whether or not the same involve modifications to interest
        rates or other payment terms thereof, or indulgences with respect to the
        Obligations. Lender may apply to the Obligations in such order as Lender
        determines, any proceeds or other amounts received on account of the Collateral
        pursuant hereto by the exercise of any right permitted under this Agreement,
        regardless of whether there is any other security for the Obligations. Borrower
        hereby waives all requirements of presentment, protest, demand, and notice
        of
        dishonor or non-payment to Borrower or any other party to the Obligations
        or the
        Collateral.

       

      15. Releases.
        In the
        event all of the Obligations have been fully and indefeasibly paid, all of
        the
        Commitments have been canceled or terminated and the Lender has no other
        commitment to extend credit or make advances to or for the account of Borrower,
        and Lender has received a written request from Borrower in connection therewith
        to execute and deliver all applicable UCC termination statements and releases
        with respect to the Collateral (collectively, the “Releases”), Lender will, at
        Borrower’s sole cost and expense (and Borrower will promptly reimburse Lender
        for any reasonable fees and expenses, including but not limited to reasonable
        legal fees and expenses, incurred in connection with the preparation, review,
        filing or recording of any such releases or terminations) execute and deliver
        such Releases to the person and address designated by Borrower in its notice
        within a commercially reasonable time after Lender’s receipt of such
        notice.

       

      16. No Liability of Lender
 for Contracts.
        Anything herein to the contrary notwithstanding: (i) Borrower shall remain
        liable under the contracts and agreements included in the Collateral to the
        extent set forth therein to perform all of its duties and obligations thereunder
        to the same extent as if this Agreement had not been executed; (ii) the exercise
        by Lender of any of its rights hereunder shall not release Borrower from
        any of
        its duties or obligations under the contracts and agreements included in
        the
        Collateral; and (iii) Lender shall have no obligation or liability under
        the
        contracts and agreements included in the Collateral by reason of this Agreement,
        nor be obligated to perform any of the obligations or duties of Borrower
        thereunder or to take any action to collect or enforce any claim for payment
        assigned hereunder.

       

      17. Further Assurances.
        From
        time to time, Borrower shall execute and deliver to Lender such additional
        documents and will provide such additional information as Lender may reasonably
        require to carry out the terms of this Agreement and be informed of Borrower’s
        status and affairs.

       

      18. Continuing
        Agreement.
        This
        Agreement shall be a continuing agreement in every respect and shall remain
        in
        full force and effect until all of the Obligations under the Loan Documents
        have
        been fully paid and/or satisfied, including without limitation payment of
        the
        principal and interest under both of the Notes.

       

      
        
          
          

        

        
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      19. Miscellaneous.

       

      19.1. Notices.
        All
        notices, consents, requests and demands to or upon the respective parties
        hereto
        shall made and delivered in accordance with the Credit Agreement.

       

      19.2. Amendments and Waivers.
        No
        amendment to this Agreement will be effective unless it is in writing and
        signed
        by authorized officers of Borrower and Lender. No waiver of full compliance
        with
        any provision of this Agreement or consent to any departure by Borrower herefrom
        will be effective unless it is in writing and signed by an authorized officer
        of
        Lender; provided, however, that any such waiver or consent will be effective
        only in the specific instance and for the purpose for which given. No failure
        by
        Lender to exercise, and no delay by Lender in exercising, any right, remedy,
        power or privilege hereunder will operate as a waiver thereof, nor will any
        single or partial exercise by Lender of any right, remedy, power or privilege
        hereunder preclude any other exercise thereof, or the exercise of any other
        right, remedy, power or privilege.

       

      Oral
        agreements or commitments to loan money, extend credit or to forbear from
        enforcing repayment of a debt including promises to extend or renew such
        debt
        are not enforceable, regardless of the legal theory upon which it is based
        that
        is in any way related to the credit agreement. To protect you (borrower(s))
        and
        us (creditor) from misunderstanding or disappointment, any agreements we
        reach
        covering such matters are contained in this writing, which is the complete
        and
        exclusive statement of the agreement between us, except as we may later agree
        in
        writing to modify it.

       

      19.3. Rights Cumulative.
        Each of
        the rights and remedies of Lender under this Agreement is in addition to
        all of
        their other rights and remedies under applicable law, and nothing in this
        Agreement may be construed as limiting any such rights or remedies.

       

      19.4. Successors and Assigns.
        This
        Agreement binds Borrower and its successors and assigns and inures to the
        benefit of Lender, and each of their successors, transferees, participants
        and
        assignees. Borrower may not delegate or transfer any of its obligations under
        this Agreement without the prior written consent of Lender. With respect
        to
        Borrower’s successors and assigns, such successors and assigns include any
        receiver, trustee or debtor-in-possession of or for Borrower.

       

      19.5. Severability.
        Any
        provision of this Agreement which is prohibited, unenforceable or not authorized
        in any jurisdiction is, as to such jurisdiction, ineffective to the extent
        of
        such prohibition, unenforceability or nonauthorization without invalidating
        the
        remaining provisions hereof or affecting the validity, enforceability or
        legality of such provision in any other jurisdiction unless the ineffectiveness
        of such provision would result in such a material change as to cause completion
        of the transactions contemplated hereby to be unreasonable.

       

      19.6. Governing Law; No 
Third Party Rights.
        This
        Agreement is to be governed by and construed and interpreted in accordance
        with
        the internal laws of the State of Missouri applicable to contracts made and
        to
        be performed wholly within such state, without regard to choice or conflicts
        of
        law principles. This Agreement is solely for the benefit of the parties hereto
        and the Lender and its respective successors and assigns pursuant to the
        terms
        of the Credit Agreement, and no other person has any right, benefit, priority
        or
        interest under, or because of the existence of, this Agreement.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      19.7. Lender Expenses and Attorneys’
 Fees.
        Borrower will reimburse Lender for all expenses incurred by Lender in connection
        with preparation, administration, amendment, modification and in seeking
        to
        collect or enforce the Obligations and any other rights under this Agreement
        or
        any of the other Loan Documents or under any other instrument, document or
        agreement evidencing or executed in connection with any of the Obligations,
        including reasonable attorneys’ fees and actual attorneys’ expenses (whether or
        not there is litigation), court costs and all costs in connection with any
        proceedings under the United States Bankruptcy Code, and any expenses incurred
        on account of damage to any property to which any of the Collateral may be
        affixed. Notwithstanding the foregoing, Borrower and Lender agree that the
        costs
        payable by Borrower in connection with the origination of the Loan (i.e.,
        attorney fees, loan documentation costs, recording fees, etc.) shall not
        exceed
        $10,000.

       

      19.8. CHOICE
        OF FORUM. SUBJECT
        ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, BORROWER AND LENDER HEREBY AGREE
        TO
        THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE EASTERN DISTRICT OF
        MISSOURI AND THE STATE COURTS OF MISSOURI LOCATED IN GREENE
COUNTY
        AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT
        TO
        ANY ACTION INSTITUTED THEREIN, AND AGREE THAT ANY DISPUTE CONCERNING THE
        RELATIONSHIP BETWEEN LENDER AND BORROWER OR THE CONDUCT OF EITHER OF THEM
        IN
        CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS
        DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING, BORROWER AND LENDER ACKNOWLEDGE
        THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE
        MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE
        JURISDICTIONS.

       

      19.9. WAIVER
        OF JURY TRIAL. BORROWER
        HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
        CAUSE
        OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
        (2) IN
        ANY WAY
        CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE BORROWER AND
        LENDER OR EITHER OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN
        DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
        NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT
        OR
        OTHERWISE. BORROWER AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION
        OR
        CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT BORROWER
        MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT
        AS
        WRITTEN EVIDENCE OF THE CONSENT OF THE BORROWER TO THE WAIVER OF THEIR RIGHT
        TO
        TRIAL BY JURY.

       

      


       

      [Signatures
        on the Following Page]

      


       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, this Agreement has been duly executed as of the date first
        above written.

      
         

        
          	 	 	 
	 	BORROWER:
	 	 
	 	DECORIZE, INC., a Delaware
                  corporation
	 
 	 
 	 
 
	 	By:  	/s/ Steve Crowder
	 	
                   

                  Name:     

                	
                  
Steve
                  Crowder
	 	Title: 	President and
                  CEO


        

        
           

          
            	 	 	 
	 	GUILDMASTER, INC., a Missouri
                    corporation
	 
 	 
 	 
 
	 	By:  	/s/ Steve Crowder
	 	
                     

                    Name:     

                  	
                    
Steve
                    Crowder
	 	Title: 	President and
                    CEO


          

           

          
            
              	 	 	 
	 	
                       

                       

                    
	 	
                      FAITH WALK DESIGNS, INC., a Missouri


                      corporation

                    
	 
 	 
 	 
 
	 	By:  	/s/ Gaylen Ball 
	 	
                       

                      Name:      

                    	
                      
Gaylen
                      Ball
	 	Title: 	Secretary