Exhibit 10.1


                                 PROMISSORY NOTE

$215,744.27                                                        July 31, 2001
                                                           Springfield, Missouri

         Decorize, Inc., a Delaware corporation,  (the "Undersigned"),  promises
to pay to the order of John Michael  Sandel and Kitty Sandel,  husband and wife,
(the "Holder"),  the principal sum of Two Hundred Fifteen Thousand Seven Hundred
forty-four Dollars ($215,744.27),  (the "Principal"), with interest thereon from
this date, until fully paid, at the rate of six point seven five percent (6.75%)
per annum on the unpaid balance, (the "Interest").

         The  Undersigned  agrees to pay to the Holder all Principal and accrued
Interest on March 1, 2002.

         Interest on any unpaid  principal due under this  Promissory Note shall
be  computed  on the basis of a 365-day  year.  The  Undersigned  shall have the
privilege of prepaying the principal  under this  Promissory Note in whole or in
part,  without  penalty or premium at any time. All payments  hereunder shall be
applied first to interest and then to principal.

         The  following  shall be an event of default,  ("Default"),  under this
Promissory Note:

         A.       If any Payment required by this Promissory Note is not paid in
                  full within thirty (30) days of when due; or

         B.       If a receiver is  appointed  over any part of the  property of
                  the  Undersigned,  if  the  Undersigned  assigns  any  of  its
                  property to or for the benefit of creditors or if  proceedings
                  are undertaken under any bankruptcy laws by the Undersigned.

         In the event of a Default,  in addition to all other remedies available
to the  Holder  under  the laws of the State of  Missouri,  the  Holder,  at its
option,  may  accelerate  all  amounts due under this  Promissory  Note and such
amount shall become immediately due and payable.

         All  parties  to  this  Promissory  Note  severally  waive  demand  and
presentment  for  payment,  notice of  nonpayment,  protest,  notice of protest,
notice of  dishonor,  bringing  of suit and  diligence  in taking  any action to
collect  amounts  called for under this  Promissory  Note.  All  parties  hereto
consent to, and Holder is hereby expressly  authorized to make,  without notice,
any and all renewals, extensions,  modifications,  or waivers of the time for or
the terms of payment of any sum or sums due hereunder, or under any documents or
instruments  relating to or securing  this Note,  or of the  performance  of any
covenants,  conditions or agreements hereof or thereof. Any such action taken by
Holder shall not discharge the liability of any party to this Note.

         No delay on the part of the Holder of this note in exercising any power
or right  hereunder  shall operate as a waiver of any power or right;  nor shall
any single or partial  exercise of any power or right  preclude other or further
exercise,  or the  exercise of any other power or right,  and no waiver shall be
valid  unless in  writing  signed by the Holder and only to the extent set forth
therein.

         This  Promissory  Note has been executed and delivered in Greene County
in the state of Missouri and shall be governed and construed in accordance  with
the laws of the state of Missouri. Venue for any action to enforce or defend the
terms of this note shall be in Greene County, Missouri.


                                                     DECORIZE, INC.


                                                     By:   /S/ Jon Baker
                                                         ----------------------
                                                     Its:   President
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