Exhibit
      10.2

     

    
      REVOLVING
        PROMISSORY NOTE

       

      
        
          	
                  $3,000,000.00

                	
                  October
                    19, 2007

                


        

      

    

     

    1. Promise
      to Pay.
      For
      value received, DECORIZE, INC., a Delaware corporation, GUILDMASTER, INC.,
      a
      Missouri corporation, and FAITH WALK DESIGNS, INC., a Missouri corporation
      (collectively, the “Borrower”) hereby promises to pay to the order of GUARANTY
      BANK, a state chartered trust company with banking powers (“Lender”), in lawful
      money of the United States and in immediately available funds, the principal
      sum
      of Three Million and 00/100 Dollars ($3,000,000.00), or,
      if
      less, the aggregate unpaid principal amount of all Revolving Loans made by
      Lender to the Borrower pursuant to the Credit Agreement (referred to below)
      and
      remaining unpaid, together with interest on the unpaid principal balance of
      each
      Revolving Loan from time to time outstanding, at the rates of interest, at
      the
      times specified and in the manner set forth in the Credit Agreement (as may
      be
      amended, restated or modified from time to time, the “Credit Agreement”) dated
      of even date herewith by and between the Borrower and Lender which said Credit
      Agreement is incorporated herein by reference as though fully set forth herein.
      This Note is the Revolving Note referred to in said Credit Agreement to evidence
      the Revolving Loans made by Lender thereunder and to the extent the provisions
      of this Note conflict with the provisions of the Credit Agreement, the Credit
      Agreement shall govern. All capitalized terms used herein and not defined herein
      have the meanings given to them in the Credit Agreement. Prepayment may be
      made
      on any Revolving Loan evidenced hereby and this Note may be declared due prior
      to the expressed maturity thereof, all in the events, on the terms and in the
      manner as provided for in the Credit Agreement.

     

    2. Substantiation.
      The
      Borrower hereby authorizes the Lender to record on its books or records: (i)
      the
      principal amount of each Revolving Loan; and (ii) all continuations, conversions
      and payments of principal and interest and principal balances from time to
      time
      outstanding with respect to each Revolving Loan, which such record thereof
      shall
      be prima
      facie
      evidence
      as to the outstanding principal amount of, and accrued and unpaid interest
      on,
      the Revolving Loan; provided,
      however,
      that
      failure to make such record, or any mistake in such record, shall not limit
      or
      otherwise affect the obligation of Borrower under the Credit Agreement or this
      Note.

     

    3. Security
      Agreement.
      This
      Note is secured by, inter alia,
      a
      Security Agreement dated the same date hereof executed by Borrower, reference
      to
      which is made for the rights of the Lender to accelerate the maturity of this
      Note.

     

    4. Time
      of Essence.
      Time is
      of the essence under this Note.

     

    5. Responsibility
      of Persons under this Note.
      Presentment, notice of dishonor, protest and demand and valuation and
      appraisement and all defenses on the ground of delay are hereby waived by
      Borrower, any endorsers, sureties, guarantors and any other party that may
      be or
      become responsible for payment of this Note. Each such party (other than
      Borrower) hereby consents to any amendments, restatements, extensions or
      renewals of this Note without notice, consent or consideration.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    6. Attorney’s
      Fees.
      If the
      Lender refers this Note to an attorney-at-law or collection agency for
      collection or seeks legal advice following default, or if any other judicial
      or
      non-judicial action is instituted, including but not limited to proceedings
      under bankruptcy laws, Borrower shall pay all of the Lender’s reasonable
      attorneys’ fees and costs and collection expenses.

     

    7. Governing
      Law.
      This
      Note shall 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 or rules thereof.

     

    8. Invalidity.
      In case
      any one or more of the provisions contained in this Note shall for any reason
      be
      held to be invalid, illegal, or unenforceable in any respect, such invalidity
      or
      unenforceability shall not affect any other provisions hereof, and this Note
      shall be construed as if such invalid, illegal, or unenforceable provision(s)
      had never been included.

     

    9. Statute
      of Frauds Clause. 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.

     

    (Signatures
      on the following pages)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the undersigned has caused this instrument to be executed
      by
      its duly authorized representative on the day and year first above written.
      

     

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

              Name:      

            	
              
                

              

              Steve Crowder

            
	 	Title: 	President and CEO


    

     

    COUNTY
      OF
      __________________   ) 

     

    STATE
      OF_____________________ )

     

    On
      this
      ____________ day of __________, 2007, before me appeared ______________, to
      me
      personally known, who, being by me duly sworn (or affirmed) did say that
      [he/she] is the _________________________________ of DECORIZE, INC., a Delaware
      corporation, and that said instrument was signed on behalf of said corporation
      by authority of its board of directors, and said
      ______________________________acknowledged said instrument to be the free act
      and deed of said corporation. 

     

    
      	 	 	 
	 	
              
Notary
              Public
	 	 
	My commission
              expires:_________________	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned has caused this instrument to be executed
      by
      its duly authorized representative on the day and year first above written.
      

    
       

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

                Name:      

              	
                
                  

                

                Steve Crowder

              
	 	Title: 	President and CEO


      

       

    

    
      COUNTY
        OF
        __________________   ) 

       

      STATE
        OF_____________________ )

    

    
       

    

    On
      this
      ____________ day of __________, 2007, before me appeared ______________, to
      me
      personally known, who, being by me duly sworn (or affirmed) did say that
      [he/she] is the _________________________________ of GUILDMASTER, INC., a
      Missouri corporation, and that said instrument was signed on behalf of said
      corporation by authority of its board of directors, and said
      ______________________________acknowledged said instrument to be the free act
      and deed of said corporation. 

    
       

      
        	 	 	 
	 	
                
Notary
                Public
	 	 
	My commission
                expires:_________________	 


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      



    IN
      WITNESS WHEREOF, the undersigned has caused this instrument to be executed
      by
      its duly authorized representative on the day and year first above written.
      

    
      
         

        
          	 	 	 
	 	BORROWER:
	 	 
	 	FAITH WALK DESIGNS, INC., a Missouri
                  corporation
	 
 	 
 	 
 
	 	By:  	/s/ Gaylen Ball
	 	
                   

                  Name:      

                	
                  
                    

                  
Gaylen Ball
	 	Title: 	Secretary


        

         

      

    

    
      
        COUNTY
          OF
          __________________   ) 

         

        STATE
          OF_____________________ )

      

    

    


    On
      this
      ____________ day of __________, 2007, before me appeared ______________, to
      me
      personally known, who, being by me duly sworn (or affirmed) did say that
      [he/she] is the _________________________________ of FAITH WALK DESIGNS, INC.,
      a
      Missouri corporation, and that said instrument was signed on behalf of said
      corporation by authority of its board of directors, and said
      ______________________________acknowledged said instrument to be the free act
      and deed of said corporation. 

     

    
      
        	 	 	 
	 	
                
Notary
                Public
	 	 
	My commission
                expires:_________________