Exhibit 10.11

                                LEASE AGREEMENT

                                 211 UNION, LLC


         THIS  LEASE  AGREEMENT,  made  and  entered  into  as of  the 9 day  of
November,  2000 by and  between  211  UNION,  LLC  (hereinafter  referred  to as
"Landlord"), and DECORIZE.COM, LLC (hereinafter referred to as "Tenant").


LANDLORD                                           TENANT
211 UNION, LLC                                     DECORIZE.COM, LLC
Donald H Beisner, Member                           Attn: Jon Baker & Gaylen Ball
4131 E St Andrews Dr                               211-F South Union
Springfield MO 65809                               Springfield MO 65802
417-831-2400v/fx or 831-9919                       866 2700   fax 866 2071
Emergency 889 7955                                 Jon Baker H 863 2946
Email: dhbeisner@home.com                          Email: j.baker@decorize.com
Winter Maui: 808 669 6939v/fx                      g.ball@decorize.com
Fed Tax EIN 43-1882139

         In  consideration  of  the  terms,   covenants  and  conditions  herein
contained, Landlord and Tenant covenant and agree as follows:

         1. DEMISE AND TERM.  Landlord leases to Tenant,  and Tenant leases from
Landlord, that certain leased premises described as follows:

         211 S.  Union  at  Cairo,  Springfield,  Missouri,  Unit(s)  "H",  more
particularly described as approximately 2400 square feet warehouse office space.
Landlord  shall  furnish  Tenant  approximately  450 square feet of office space
located  in the  leased  premises  as  part  of  the  (2400) square feet  of the
cumulative leased space described: "AS IS".

         The  original  term of this Lease and Tenant's  obligation  to pay rent
hereunder  shall  commence  November  10,  2000,  (hereinafter  referred  to  as
"Occupancy  Date"),  and  continue  for Thirty (30) months until April 30, 2003,
(hereinafter referred to as "Termination Date").

Tenant and Landlord  agree to work together to provide  additional  office space
within the leased premises as the Tenant's needs dictate at a fair and equitable
rent.

         2. RENT.  One (1) month's  fixed  minimum rent shall be due and payable
from Tenant to Landlord upon the  execution of this Lease,  to serve as security
deposit.  Tenant agrees to pay Landlord,  at address  provided on page one, rent
which shall be paid in advance of the first day of each  calendar  month  during
the lease term.

First year          11-10-00         to       4-30-01        ($1100) per month
Second year          5-1-01          to       4-30-02        ($1100) per month
Third year.          5-1-02          to       4-30-03        ($1100) per month

         3. HOLDING OVER BY LESSEE.  At the  expiration  of the Lease term,  the
parties, by mutual written agreement,  may elect to continue the Lease term from
month to month,  subject to the same terms and  conditions  as set forth herein;
provided,  however,  that in the event of such  extension of the Lease term, the
Lease term, as extended, may be terminated by either party upon ninety (90) days
written  notice to the other  party.  In the event  Lessee or anyone else in the
name of Lessee  shall  hold onto the  whole or any part of the  leased  premises
after the expiration of this Lease without said mutual  agreement,  or after its
forfeiture for any cause whatsoever,  the Lessee shall pay double rent for every
day of such holdover.

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         4.  ASSIGNMENT AND  SUBLETTING.  Tenant will not assign this Lease,  in
whole or in part nor  sublet  all or any part of the  leased  premises,  without
obtaining  the written  consent of  Landlord,  which  consent to  assignment  or
subletting  shall only be for the same use of the  premises as  provided  for in
Paragraph 5 of this lease,  and shall not  release  Tenant from any  liabilities
hereunder.  Any assignment or subletting  without  Landlord's consent in writing
shall be void.

         5. USE OF  PREMISES  BY TENANT.  Tenant  shall use the  leased  premise
solely  for the  purpose  of  conducting  the  business  of  general  office and
warehouse   facilities  and  in  compliance   with  the  zoning   ordinances  of
Springfield.  Tenant shall not perform any acts or carry on any practices, which
may damage the  building  or pose risks for damage.  Tenant  shall not allow any
rubbish  or refuse  to  accumulate  or any fire  hazard to exist in or about the
above  premises.  Outdoor storage of materials is restricted and must be done in
an orderly  manner.  Used  Pallets may not be stored in any  quantity  and never
adjacent to the building since this constitutes a fire hazard.  The fragile skin
of the building  exterior must be respected so as to avoid damage,  dumpsters as
an  example.  Tenant  shall not use or store any  dangerous  or  environmentally
hazardous materials or products on the premises.  Tenant shall have the right to
park a reasonable  number of vehicles,  subject to landlord's  approval,  in the
common rear fenced-in parking area, which is secured by lockable gates. Landlord
assumes no responsibility for the security of said area. Parking in front of the
premises,  prorata to frontage, should be reserved for visitors according to the
tenant's needs.

         6. LATE CHARGES ON PAST DUE RENT. If Tenant shall fail to pay, when the
same is due  and  payable,  any  rent  or any  amount  of  percentage  rent  (if
applicable),  or any other amounts or charges due to Landlord under the terms of
this Lease, then Tenant agrees to pay late charges as follows. If payment is not
received by the fifth day of the respective  month,  then a late charge of FIFTY
DOLLARS ($50.00) for each month of delinquency will be assessed,  and the sum of
TEN DOLLARS  ($10.00) per day for each late day will accrue until the payment is
made in full. This is in addition to the monthly rental due. Other charges, such
as shared expense for the common area (CAM), will be due on the first day of the
month following billing for same, and the same late charges will apply. Payments
received will be applied  sequentially to the most delinquent  (oldest) charges.
There will be a charge of $50 for all returned checks.

         7. COST OF  MAINTENANCE  OF COMMON  AREA.  Tenant  agrees to  reimburse
Landlord  for  Tenant's  share of the  actual  costs  incurred  by  Landlord  in
maintaining the common areas. Such common area charges shall include, but not be
limited to, water,  sewer,  trash  removal,  landscaping  and yard  maintenance,
security protection, bulb replacement, general cleanup, parking lot cleaning and
maintenance,  snow  removal,  reasonable  employee  wages and all other costs of
operating/maintaining  the  common  areas,  to the  extent  Landlord  agrees  to
provide.  Landlord has the option of amortizing major common area expenses, such
as sealing of the parking lot.  Future tenants are responsible for their prorata
share of the unamortized balance.  Tenant shall reimburse Landlord after receipt
of satisfactory  evidence of said costs and the amount due from Tenant,  but not
more  often  than once  during  any three  (3) month  period of the lease  term.
Tenant's  share shall be a fraction of the whole cost,  the  numerator  of which
shall be the area of the leased  premises and the  denominator of which shall be
the total area of leasable  floor space in the  building,  including  the leased
premises.

         8. FIXTURES AND ALTERATIONS.  Tenant shall not make or cause to be made
any  alterations,  additions or improvements or install or cause to be installed
any trade  fixtures,  exterior  signs,  antennas,  floor  covering,  interior or
exterior lighting,  plumbing fixtures, shades or awnings, or make any changes to
the building  without first obtaining  Landlord's  written approval and consent.
Tenant   shall   present  to  Landlord   architecturally   approved   plans  and
specifications for such work at the time approval is sought. Alterations made by
Tenant shall become tie  property of Landlord at the  expiration  of the term of
this Lease or any extensions thereof unless Landlord has specifically

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agreed, in writing, that Tenant may remove any such fixtures or alterations. Any
outside ramp installed adjacent temporary construction only.

         9. MAINTENANCE OF LEASED PREMISES.  Tenant's taking possession shall be
conclusive  evidence  against  it that the  premises  were in good  order and in
satisfactory  condition when Tenant took possession hereunder.  Tenant shall, at
all times,  maintain the interior of the leased  premises in good  condition and
repair, as well as all exterior entrances,  all glass,  including windows,  show
window moldings, all partitions, doors, fixtures and equipment and appurtenances
thereof (including lighting, heating, sewage facilities,  including free flow to
the main sewer line,  air  conditioning/heating  system,  electrical  wiring and
equipment,  interior walls, floors and ceilings),  and including  replacement of
parts and equipment, if necessary.  Any warranties in effect will be applied for
the Tenant's benefit. Tenant shall change furnace/air-conditioning filters every
six months.  Tenant shall test emergency  lighting systems and exit lights every
month and replace their  batteries as needed.  If Tenant  refuses or neglects to
repair  property as required  hereunder  as soon as  reasonably  possible  after
written demand, and the reasonable  satisfaction of Landlord,  Landlord may make
such repairs without  liability to Tenant for any loss or damage that may accrue
to Tenant's  merchandise,  fixtures or other property or to Tenant's business by
reason thereof,  and upon completion thereof,  Tenant shall pay Landlord's costs
for making such repairs upon presentation of a bill therefor as additional rent.
Landlord shall maintain the exterior and roof of the leased premises,  but shall
not be liable to Tenant or any other persons or parties for any loss  occasioned
by  Landlord's  failure to perform such  maintenance  unless  Landlord  fails to
perform such  maintenance  within a reasonable  time after  receiving a specific
written  request from Tenant to do so. Tenant shall provide and maintain two (2)
five pound ABC rated fire  extinguishers  at each end of the leased space; or as
otherwise  required by the insurance  inspector or fire  department.  The use of
salt is prohibited  since it causes severe surface damage.  Kitty litter or sand
provides better traction.

         10.  INSURANCE.  Tenant  shall,  during the  entire  term of this Lease
Agreement,  keep in full  force and  effect  policies  of public  liability  and
property damage insurance with respect to the leased premises,  all signage, and
the  business  operated  by Tenant  and any  subtenants  of Tenant in the leased
premises,  in which the  limits of public  liability  shall not be less than ONE
MILLION DOLLARS ($1,000,000) per Occurrence and ONE MILLION DOLLARS ($1,000,000)
in General  Aggregate and in which the fire damage  liability  shall not be less
than ONE HUNDRED  THOUSAND DOLLARS  ($100,000).  The policy shall name Landlord,
any  person,  firms or  corporations  designated  by  Landlord,  and  Tenants as
insureds,  and shall contain a clause that the insuror will not cancel or change
the insurance  without first giving Landlord ten (10) days prior written notice.
The insurance shall be with an insurance company approved by Landlord and a copy
of the  policy or a  certificate  of the  insurance  shall be  delivered  to the
Landlord.

         11. WAIVER OF SUBROGATION.  All policies of insurance pertaining to the
leased premises and its contents shall be endorsed to provide that the insurance
company may not subrogate with respect to insurance  carried by Landlord against
Tenant and with  respect to insurance  carried by Tenant  against  Landlord,  it
being agreed that neither  Tenant nor  Tenant's  insurance  company or companies
shall  have any  right of  action  against  Landlord  for any loss or  damage to
Tenant's  property in or about the leased  premises  which loss or damage is, in
fact,  covered by insurance  carried by Tenant,  and that  neither  Landlord nor
Landlord's  insurance  company or  companies  shall  have any right of  recovery
against  Tenant  for any loss or damage to  Landlord's  property  in or upon the
leased premises,  which loss or damage is, in fact, covered by insurance carried
by Landlord.

         12.  INDEMNIFICATION  OF LANDLORD.  Tenant will indemnify  Landlord and
save  it  harmless  from  and  against  any and all  claims,  actions,  damages,
liability

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and expenses in connection  with personal  injury or damage to property  arising
from or out of any occurrence in, upon or at the leased premises.

         13. JANITORIAL, UTILITIES AND TAXES. Tenant shall be solely responsible
for and  promptly  pay all charges for  janitorial  service,  and heat,  gas and
electricity,  or any other  utility  used or  consumed  in the leased  premises.
Tenant  shall be  responsible  for any  hookup or  connection  charges,  such as
utilities,  and shall be responsible  for any  disconnect or reconnect  charges,
such as those resulting from severance of services.  Tenant shall also be solely
responsible  for and  promptly  pay all personal  property  taxes,  which may be
levied or assessed by any lawful authority against the leased premises or any of
the contents therein.

         14. GOVERNMENTAL  REGULATIONS.  Tenant shall, at Tenant's sole cost and
expense, comply with all the requirements of county,  municipal,  state, federal
and all other  applicable  governmental  authorities  now in force, or which may
hereafter be in force,  pertaining to said leased premises, and shall faithfully
observe in the use of the leased  premises all municipal  and county  ordinances
and state and federal statutes now in force or which may hereafter be in force.

         15. DAMAGE OR  DESTRUCTION  OF LEASED  PREMISES.  In the event that the
leased  premises  is  destroyed  or  damaged,  so as to be  unfit  for  ordinary
occupancy and use by fire, storm, explosion, earthquake or other casualty, so as
not to be capable of being  economically  rebuilt or restored within six months,
then this Lease shall be  automatically  terminated.  Otherwise,  Landlord shall
proceed with due diligence to restore the premises within such six month period,
in which case there shall be an abatement  and  apportionment  of the rent until
the premises are restored.  In the event Landlord  determines  that the premises
cannot be rebuilt or  restored  under the six month  provision  herein,  then it
shall give written  notice of this  decision to Tenant  within  thirty (30) days
from the date of the happening of such casualty.

         16.  CONDEMNATION OF LEASED PREMISES.  If more than fifty percent (50%)
of the demised  building or the parking area shall be appropriated and taken for
any public use by virtue of eminent domain or condemnation proceedings,  Tenant,
upon such taking, shall have the right to terminate this lease by written notice
to Landlord given within  fifteen (15) days of such taking,  and rental shall be
paid only to the time that such taking occurs or Tenant surrenders possession of
the leased premises to Landlord,  whichever be the later event; or, in the event
of  partial  appropriation  as  aforesaid,  Tenant  may  elect  to  continue  in
possession  of that part of the leased  premises  not so  appropriated  with all
terms and  conditions  of this  Lease  remaining  applicable.  By  remaining  in
possession  of the leased  premises  for as much as ninety  (90) days after such
taking,  Tenant shall be deemed to have waived all such right to terminate  even
though such notice of termination may have been given to Landlord.

         17. LANDLORD'S AND TENANT'S  DAMAGES.  In the event of any condemnation
or taking aforesaid,  whether whole or partial,  Tenant shall not be entitled to
any part of the award paid for such  condemnation and Landlord is to receive the
full amount of such award, Tenant hereby expressly waiving any right or claim to
any part thereof.  Although all damages in the event of any  condemnation are to
belong to  Landlord,  whether  such  damages  are  awarded as  compensation  for
diminution  in  value of the  leasehold  or to the fee of the  leased  premises,
Tenant shall have the right to claim and recover from the condemning  authority,
but not  from  Landlord,  such  compensation  as may be  separately  awarded  or
recoverable  by Tenant in  Tenant's  own right on account of any cost or loss to
which  Tenant  might  be put in  relocating  the  business  or  moving  Tenant's
merchandise, furniture, fixtures, leasehold improvements and equipment.

         18. INCREASES IN REAL ESTATE TAR AND INSURANCE  PREMIUMS.  Tenant shall
reimburse  Landlord  for  Tenant's  share of any  increase in the amount of real
estate  taxes  assessed  against  the  building  after  the  first  year of full
assessment 1990, and any increase in the insurance  premium paid by Landlord for
liability insurance or insurance  maintained by Landlord within a ninety percent
(90%) co-insurance clause for full replacement value on the building after

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1989.  Tenant's share will be included with the common area maintenance  charges
and shall be a fraction of any such  increases,  the numerator of which fraction
shall be the area of the leased  premises and the  denominator of which shall be
the total area of leasable  floor  space in the  building  including  the leased
premises.

         19. DEFAULT OF THE TENANT. In the event of any failure by Tenant to pay
any rental due  hereunder  within  five (5) days after the same shall be due, or
any failure to perform any other of the terms,  conditions  or covenants of this
Lease to be  observed or  performed  by Tenant for more than five (5) days after
written  notice of such default shall have been given to Tenant,  then Landlord,
in addition to other rights and remedies it may have,  shall have the  immediate
rights to accelerate all rentals due  hereunder,  and of re-entry and may remove
all persons and property from the leased  premises  without service of notice or
resort to legal  process and without being deemed guilty of trespass or becoming
liable for any loss or damage which may be occasioned thereby.  Further provided
that all  property  of Tenant  which may be at any time  during the term of this
lease in or upon said leased  premises,  whether  exempt from  execution or not,
shall be bound by and  subject  to a lien  for the  payment  of the rent  herein
reserved  and for any  damages  arising  from any breach by Tenant of any of the
covenants of agreements of this lease to be by him performed.  Landlord may take
possession  of said  property or any part or parts thereof and sell or cause the
same to be sold at  public or  private  sale,  with or  without  notice,  to the
highest  bidder for cash,  and apply the  proceeds of said sale toward the costs
thereof and then toward the debt and/or damages as aforesaid. Should Landlord at
any time terminate this Lease for any breach,  in addition to any other remedies
it may have,  it may  recover  from tenant all damages it may incur by reason of
such breach.  Tenant further agrees to indemnify  Landlord for any and all costs
and expenses,  including  reasonable and customary  attorney  fees,  incurred by
Landlord in any lawsuit against Tenant to enforce the terms of this Lease.

         20. RIGHT OF ENTRY.  Landlord or Landlord's agents shall have the right
to enter the leased premises at all reasonable times to examine the same, and to
show them to prospective purchasers or lessees of the building, and to make such
repairs,  alterations,  improvements  or  additions  as the  Landlord  may  deem
desirable.

         21.  LANDLORD'S  COVENANT.  Upon  payment by Tenant of the rents herein
provided,  and upon the observance and  performance of all covenants,  terms and
conditions on Tenant's part to be observed and performed, Tenant shall peaceably
and  quietly  hold and enjoy the leased  premises  for the term  hereby  demised
without  hindrance  or  interruption  by Landlord or any other person or persons
lawfully  or  equitably  claiming  by,  through or under the  Landlord,  subject
nevertheless, to the terms and conditions of this Lease.

         22. NOTICES. All notices,  request and other  communications  hereunder
shall be in  writing  and  shall be  deemed  to be duly  given if  delivered  or
deposited in the United States Mail, first class postage  prepaid,  certified or
registered,  return  receipt  requested to Landlord at the address noted on page
one; and to the Tenant at the address of the leased premises or that provided on
page one of this Lease Agreement. Each party may, from time to time, designate a
different address by notice given in conformity with this paragraph. The date of
receipt as indicated on the United States Postal return receipt,  or in the case
of first class delivery three days after mailing, shall be the commencement date
for calculating any time periods associated with the giving of notice hereunder.

         23.  AMENDMENTS.  It is acknowledged that the covenants and obligations
herein contained are the full and complete terms of this Lease Agreement, and no
alterations,  amendments or changes to such terms shall be binding  unless first
reduced to writing and executed with the same formality as this Lease Agreement.
This provision shall not apply to changes of address for forwarding or notice or
rental payments.

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24.  HEADINGS.  The headings hereof are intended as guides only and shall not be
construed no having may legal effect.

         25. HEIRS, SUCCESSORS AND ASSIGNS. Each arid every obligation contained
in this  Lease  Agreement  shall  be  jointly  and  severally  binding  upon the
respective parties, their heirs, legal representatives, successors and assigns.

         26. OFFER.  Preparation of this Lease by either party and submission of
same to the other party shall not be deemed an offer to lease. This Lease is not
intended to be binding until executed by all Parties hereto.

         27. SIGNATURE.  The undersigned  declares that he/she has the authority
to execute this agreement. Limited Liability Companies/Partnerships must provide
signatures of all members if member managed, and all managers if manager managed
with a  resolution  signed  by all  members  authorizing  the  manager  to sign.
Provided the operating Agreement on 11/9/00. JB

         IN WITNESS  WHEREOF,  the  parties  have  caused  these  presents to be
executed as of the day and year first above written.

LANDLORD                                        TENANT

211 Union, LLC

By: /s/ Donald Beisner                          By: /s/ Jon Baker
   --------------------------                       ---------------------------
   Donald H. Beisner, Member                    Printed name: Jon Baker
                                                Title: CEO

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