Exhibit
      10.4

     

    GUARANTY
      AGREEMENT

    
       

      THIS
        GUARANTY AGREEMENT (this “Guaranty”)
        is
        made and entered into as of the 19th day of October, 2007, by the undersigned
        guarantors, jointly and severally (the “Guarantors”),
        for
        the benefit of GUARANTY BANK, a state chartered trust company with banking
        powers (the “Lender”).

       

      A. DECORIZE,
        INC., a Delaware corporation, GUILDMASTER, INC., a Missouri corporation,
        and
        FAITH WALK DESIGNS, INC., a Missouri corporation (each individually and
        collectively, the “Borrower”),
        has
        executed a Revolving Promissory Note of near or even date herewith (the
“Note”),
        in an
        amount not to exceed Three Million and 00/100 Dollars ($3,000,000.00), in
        favor
        of Lender, evidencing a loan in such maximum principal amount (the “Loan”),
        which
        Loan is to be evidenced by a Revolving Promissory Note (the “Note”)
        of
        even date herewith and secured by a Security Agreement (the “Security
        Agreement”)
        of
        even date herewith, which encumbers the collateral (the “Collateral”)
        described therein. The Note, Credit Agreement, Security Agreement and all
        other
        documents delivered in connection with closing the Loan are referred to as
        “Loan
        Documents.” The
        terms
        of the Loan Documents are incorporated into this Guaranty by reference.


      


      B. Each
        Guarantor has a direct or indirect interest in Borrower and expects to benefit
        directly and indirectly by the Loan, and is willing to execute and deliver
        this
        Guaranty Agreement in favor of Lender as an inducement to Lender to make
        the
        Loan to Borrower.

      


      C. Lender
        is
        unwilling to make the Loan to Borrower unless, among other conditions, the
        Guarantors execute and deliver to Lender this Guaranty.

      


      Guaranty

      


      NOW,
        THEREFORE, in consideration of the Lender’s making the Loan to Borrower and in
        consideration of other benefits accruing to the Guarantors by virtue of the
        Loan
        transaction, each Guarantor hereby makes the following covenants, agreements,
        representations and warranties to Lender and to all future holders of the
        Note
        and Loan Documents (which parties are hereinafter included within the defined
        term “Lender” as used herein) and hereby covenant and agree with Lender as
        follows:

      


      1. Guaranty.
        Each
        Guarantor irrevocably and unconditionally, jointly and severally, guarantees
        to
        the Lender full payment when due (whether by acceleration or otherwise) of
        the
        Note, together with the full and prompt payment of, and the full and prompt
        performance of, all the other liabilities and obligations of the Borrower
        incurred or to be incurred under the Loan Documents, and the full and prompt
        payment and performance of any other liabilities and obligations of Borrower
        to
        Lender of any and every nature whatsoever, whether now existing or hereinafter
        arising (all such liabilities and obligations, and the obligations contained
        in
        this Guaranty are collectively called the “Guaranteed
        Obligations”).
        This
        Guaranty is a guaranty of payment and not a guaranty of collection. The
        Guaranteed Obligations include any costs and expenses, including reasonable
        attorneys’ fee, investigation and court costs incurred by the Lender in
        enforcing this Guaranty and the enforcement of the Loan Documents.

      


      2. Absolute
        Liability.
        Each
        Guarantor irrevocably and unconditionally, jointly and severally, guarantees
        to
        the Lender that the Guaranteed Obligations will be paid strictly in accordance
        with the terms of the Note, the Loan Documents and any other document entered
        into between Borrower and Lender governing the performance thereof, regardless
        of any law, regulation, or order now or hereafter in effect in any jurisdiction
        affecting any of such terms or the rights of Lender with respect thereto.
        The
        liability of Guarantors under this Guaranty with regard to the Guaranteed
        Obligations shall be fully enforceable, irrespective of:


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      a. Any
        failure by Lender to give notice to any or all of the Guarantors of the
        occurrence of an event of default under the terms and provisions of the Loan
        Documents;

      


      b. Any
        changes or extensions of the time, manner, or place of payment of, or in
        any
        other term of, all or any of the Guaranteed Obligations or any other amendment
        or waiver of or any consent to departure from the Note, the Loan Documents,
        or
        this Guaranty;

      


      c. Any
        exchange, release, or nonperfection of any collateral, or any release or
        amendment or waiver of or consent to departure from any other guarantee,
        for all
        or any of the Guaranteed Obligations, or the taking of or omission to take
        any
        action under the Loan Documents or this Guaranty;

      


      d. Any
        invalidity or unenforceability of any term or provision of the Loan
        Documents;

      


      e. Any
        change in ownership of the Borrower or any member of Borrower;

      


      f. Any
        bankruptcy, insolvency, or reorganization of, or other similar proceedings
        involving the Borrower; or

      


      g. Any
        other
        event or circumstance that might otherwise constitute a defense available
        to, or
        a discharge of, Borrower in respect of the Guaranteed Obligations or Guarantors
        in respect of this Guaranty.

      


      3. Continuing
        Obligation.
        Each
        Guarantor irrevocably and unconditionally, jointly and severally, agrees
        that to
        the extent Borrower makes a payment or payments to Lender, which payment
        or
        payments or any part thereof are subsequently invalidated, declared to be
        fraudulent or preferential, set aside, or required (for any of the foregoing
        reasons or for any other reason) to be repaid or paid over to a custodian,
        trustee, receiver, or any other party under the Bankruptcy Code or any other
        state or federal law, statute, ordinance or regulation, or by order of any
        court, then to the extent of such payment or repayment, the obligation or
        part
        thereof intended to be satisfied shall be revived and continued in full force
        and effect as if said payment had not been made, and each Guarantor shall
        be
        irrevocably and unconditionally, jointly and severally, primarily liable
        for
        this obligation.

      


      4. Liability
        Not Contingent.
        Each
        Guarantor agrees that the liability of Guarantors in respect of this Guaranty
        shall be immediate and shall not be contingent upon the exercise or enforcement
        by Lender of whatever remedies it may have against Borrower or any other
        guarantor.

      


      5. No
        Reliance Upon Representations.
        Each
        Guarantor jointly and severally represents and warrants that each Guarantor
        is
        fully aware of the financial condition of Borrower. Guarantors deliver this
        Guaranty based solely upon their own independent investigation and in no
        part
        upon any representation or statement of Borrower with respect thereto.
        Guarantors are in a position to obtain, and hereby assume full responsibility
        for obtaining, any additional information concerning the financial condition
        of
        Borrower as Guarantors may deem material to their obligations under this
        Guaranty.

      


      6. Representations
        and Warranties.
        Each
        Guarantor jointly and severally represents and warrants to, and agrees with,
        Lender as follows, all of which shall survive the execution and delivery
        of this
        Guaranty:


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      


      a. This
        Guaranty has been duly executed and delivered by Guarantors, constitutes
        the
        legal, valid, and binding obligation of Guarantors enforceable against
        Guarantors in accordance with its terms. This Guaranty does not violate any
        law,
        regulation, governmental requirement, judgment, order, or decree or any
        agreement binding on any Guarantor.

      


      b. There
        are
        no actions, suits, claims, proceedings, or to the knowledge of any Guarantor,
        investigations, pending or threatened against, relating to, or affecting
        any
        Guarantor or any of their properties.

      


      No
        representation or warranty by Guarantors contained in this Guaranty, and
        no
        statement contained in any other document, certificate, or written statement
        furnished to Borrower by or on behalf of Guarantors in connection herewith
        and
        therewith, contains any untrue statement of a material fact, or omits to
        state
        any material fact necessary, in light of the circumstances under which it
        was
        made, to make the statements herein or therein not misleading.

      


      7. Waivers
        of Guarantors.
        Each
        Guarantor hereby waives presentment, demand and protest; notice of acceptance
        of
        this Guaranty, of any default and of protest, dishonor or other action taken
        in
        reliance hereon; any right or defense Guarantors otherwise might have or
        be
        entitled to assert by reason of any failure (intentional or otherwise) to
        perfect or to continue the perfection of, or to obtain or continue first
        priority of, any security interest on any collateral securing in whole or
        in
        part any portion of the guaranteed obligations; and any and all demands and
        notices of any kind in connection with the protection of or realization upon
        any
        of the guaranteed obligations.

      


      8. No
        Subrogation Rights.
        Guarantors will not exercise any rights that they may acquire by way of
        subrogation under this Guaranty, by any payment made under this Guaranty
        or
        otherwise, until all the Guaranteed Obligations and all of Guarantors’
obligations under this Guaranty shall have been paid in full. If any amount
        shall be paid to any Guarantor on account of these subrogation rights at
        any
        time prior to as aforesaid, such amount shall be held in trust for the benefit
        of Lender and shall forthwith be paid to Lender to be credited and applied
        upon
        the Guaranteed Obligations, whether matured or unmatured.

      


      9. Benefit
        and Binding Effect.
        This
        Guaranty shall be binding upon each Guarantor, and their respective successors
        and assigns, and shall inure to the benefit of and be enforceable by Lender
        and its respective successors, transferees and assigns. Without limiting
        the
        generality of the foregoing, Lender may assign or otherwise transfer the
        Note
        and Loan Documents held by it or any interest therein held by it to any other
        person, and such other person shall thereupon become vested with all the
        rights
        in respect thereof granted to Lender in this Guaranty or otherwise.

      


      10. Severability.
        In case
        any clause, provision or section of this Guaranty is for any reason held
        to be
        illegal, invalid or inoperable, such illegality, invalidity or inoperability
        shall not affect the remainder thereof.

      


      11. Governing
        Law.
        This
        Guaranty and the rights and obligations of the Lender and Guarantors under
        it
        shall be governed by and construed in accordance with the law of Missouri.
        Each
        Guarantor hereby irrevocably submits to the nonexclusive jurisdiction of
        any
        court in Greene County, Missouri, or Federal court sitting in Greene County,
        Missouri in any action or proceeding in connection with the enforcement of
        any
        of the obligations of Guarantors under this Guaranty.


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      12. Notices.
        All
        notices, consents or communications required or permitted to be given under
        this
        Guaranty shall be in writing and shall be deemed to have been properly given
        and
        received (i) if sent by hand delivery, then upon delivery, (ii) if sent by
        overnight courier or United States Express Mail, then one (1) day after
        dispatch, and (iii) if mailed by certified or registered U.S. mail, postage
        prepaid and return receipt requested, then two (2) days after deposit in
        the
        mail. All such notices and communications shall be given to the parties at
        their
        respective addresses set forth below; however, Lender shall have no liability
        to
        any party for failing to provide Borrower with any notice required or permitted
        to be given under this Guaranty, nor shall Lender’s failure to provide the
        Guarantors with any such notices prevent Lender from exercising its rights
        or
        pursuing any remedies under this Guaranty, the Note or any of the other Loan
        Documents. Either party may change the address by written notice to the
        other.

      

        
          	
                  Lender:

                	 	
                  Guaranty
                    Bank

                
	 	 	
                  1341
                    W. Battlefield

                
	 	 	
                  Springfield,
                    Missouri 65807

                
	 	 	
                  Attn:
                    Doug Thornsberry, Sr. Vice President

                
	 	 	
                  Facsimile:
                    (417) 520-6074

                
	 	 	 
	
                  With
                    a copy to:

                	 	
                  Blackwell
                    Sanders, LLP

                
	 	 	
                  901
                    St. Louis Street, Suite 1900

                
	 	 	
                  Springfield,
                    Missouri 65806

                
	 	 	
                  Attn:
                    Richard E. Walters

                
	 	 	
                  Facsimile
                    (417) 268-4040

                
	 	 	 
	
                  Guarantors:

                	 	
                  WestWay
                    Enterprises, Ltd.

                
	 	 	
                  c/o
                    Decorize, Inc.

                
	 	 	
                  1938
                    E. Phelps

                
	 	 	
                  Springfield,
                    Missouri 65802

                
	 	 	
                  Attn:
                    BJ Montle

                
	 	 	
                  Facsimile:
                    (417) 879-3330

                
	 	 	 
	 	 	
                  P.T.
                    Niaga Merapi

                
	 	 	
                  c/o
                    Decorize, Inc.

                
	 	 	
                  1938
                    E. Phelps

                
	 	 	
                  Springfield,
                    Missouri 65802

                
	 	 	
                  Attn:
                    BJ Montle

                
	 	 	
                  Facsimile:
                    (417) 879-3330

                
	 	 	 
	
                  With
                    a copy to:

                	 	
                  Hallett
                    & Perrin, P.C.

                
	 	 	
                  2001
                    Bryan Street, Suite 3900

                
	 	 	
                  Dallas,
                    Texas 75201

                
	 	 	
                  Attn.:
                    M. Christopher Miller

                
	 	 	
                  Facsimile:
                    (214) 922-4144

                


        

      

       

      13. Waiver
        of Jury Trial.
        EACH
        GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
        DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
        OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
        GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
        THEREUNDER.

       

      [SIGNATURE
        PAGE FOLLOWS]

      



      
        
           

        

        
          4

          
            

          

        

        
           

        

      



      IN
        WITNESS WHEREOF, Guarantors have caused this Guaranty to be executed and
        delivered as of the date set forth above.


     

    
      	 	 	 
	 	GUARANTORS: 
	 	 
	 	
              WESTWAY ENTERPRISES, LTD., a Hong Kong 

              corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Vikas V. Karode
	 	
               

              Name:      

            	
              
                

              

              Vikas V. Karode

            
	
            	Title: 	Director


    

     

     

    
      	 	 	 
	 	P.T. NIAGA MERAPI., an Indonesian
              corporation
	 
 	 
 	 
 
	 	By:          
              	/s/ Vikas V. Karode
	 	Name:  	
              
Vikas
              V. Karode
	 	Title: 	Director