Exhibit
      10.1


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "ACT"),
      OR
      UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT
      AND
      APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY BORROWER OF AN OPINION
      OF
      COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    DECORIZE,
      INC.

    SUBORDINATED
      PROMISSORY NOTE

    


    
      	
               $125,000.00

            	
               Springfield,
                Missouri

            	
               October
                21,
                2005

            


    

     

    


    FOR
      VALUE
      RECEIVED, the undersigned, Decorize, Inc., a Delaware corporation (herein called
      “Borrower”),
      hereby promises to pay to the order of Nest USA, Inc., a Delaware corporation
      (herein called “Lender”),
      the
      principal sum of One Hundred Twenty-Five Thousand and NO/100 Dollars
      ($125,000.00), together with interest on the unpaid principal balance thereof
      as
      hereinafter set forth in this Note. Both principal and interest are payable
      as
      herein provided in lawful money of the United States of America at the address
      provided by Lender for purposes of payment, or at such other place as from
      time
      to time may be designated by the holder of this Note. 

    


    This
      Note
      (exclusive of any past due principal or interest) from time to time outstanding
      shall bear interest on each day outstanding at the Base Rate (as defined below).
      The “Base
      Rate”
      of this
      Note shall be 10% per annum. Upon the occurrence of an Event of Default, all
      past due principal of and past due interest under this Note shall bear interest
      on each day outstanding at a rate per annum equal to the Base Rate plus three
      percent (3.0%) (the “Default
      Rate”).
      If
      any Event of Default is cured by Borrower or waived by Lender, the Default
      Rate
      shall not apply for any period following such cure or waiver, as applicable.
      Notwithstanding anything to the contrary in this paragraph, in no event shall
      the Base Rate or the Default Rate exceed the Highest Lawful Rate (as defined
      below), and if at any time either of those rates exceed the Highest Lawful
      Rate,
      then such rate shall be deemed modified to equal the Highest Lawful Rate, for
      so
      long as such rate exceeds the Highest Lawful Rate.

    


    Interest
      payments on the unpaid principal balance of this Note shall be made in monthly
      installments over the term of this Note on the 1st
      day of
      each calendar month, commencing on December 1, 2005. All payments made under
      this Note shall be applied first to costs of enforcement or collection of this
      Note (if any), second, to accrued but unpaid interest, and third, to outstanding
      principal. The outstanding principal amount of this Note, together with all
      accrued but unpaid interest thereon, shall be due and payable in full on
      December 18, 2005.

    


    It
      is the
      intention of the parties to comply with all applicable laws. Accordingly, it
      is
      agreed that, notwithstanding any provisions to the contrary in this Note,
      interest on the debt evidenced by this Note shall not at any time exceed the
      maximum amount of non-usurious interest that may be contracted for, taken,
      reserved, charged or received under applicable law (the “Highest
      Lawful Rate”).
      Any
      interest in excess of that maximum amount shall be credited on the principal
      of
      the debt or, if that has been paid, refunded. It is further agreed that, without
      limitation of the foregoing, all calculations of the rate of interest contracted
      for, charged or received under this Note that are made for the purpose of
      determining whether such rate exceeds the Highest Lawful Rate shall be made,
      to
      the extent permitted by applicable law, by amortizing, prorating, allocating
      and
      spreading in equal parts during the period of the full term of the indebtedness
      evidenced hereby, all interest at any time contracted for, charged or received
      from Borrower or otherwise by the holder or holders hereof in connection with
      such indebtedness.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              For
                purposes of this Note, the following events shall constitute an “Event of
                Default”:

            


    

    


    
      	
            	(a)	
              the
                default by Borrower in any required payment of principal of or interest
                on
                this Note; or

            


    

    


    
      	
            	(b)	
              Borrower
                breaches or otherwise fails to perform or observe any covenant or
                agreement that is set forth in this Note;
                or

            


    

    


    
      	
            	(c)	
              the
                entry of a decree or order for relief by a court having jurisdiction
                in
                respect of Borrower in an involuntary case under the federal bankruptcy
                laws, as now or hereafter constituted, or any other applicable federal
                or
                state bankruptcy, insolvency or other similar law, which is not vacated
                or
                dismissed within sixty (60) days, or appointing a receiver, liquidator,
                assignee, custodian, trustee, sequestrator (or other similar official)
                of
                Borrower or for any substantial part of its property, or ordering
                the
                winding up or liquidation of its affairs;
                or

            


    

    


    
      	
            	(d)	
              the
                commencement by Borrower or any affiliate thereof of a voluntary
                case
                under the federal bankruptcy laws, as now constituted or hereafter
                amended, or any other applicable federal or state bankruptcy, insolvency
                or other similar law, or the consent by it to the appointment to
                or taking
                possession by a receiver, liquidator, assignee, trustee, custodian,
                sequestrator (or other similar official) of Borrower or for any
                substantial part of its property, or the making by it of any assignment
                for the benefit of creditors, or the admission by it in writing of
                its
                inability to pay its debts generally as they become due;
                or

            


    

    


    
      	
            	(e)	
              ifBorrower
                is liquidated or winds up its affairs;
                or

            


    

    


    
      	
            	(f)	
              the
                sale or liquidation of all or substantially all of the assets of
                Borrower;
                

            


    

     

    Upon
      the
      occurrence of an Event of Default, then, and in every such case, the holder
      of
      this Note may declare the principal of this Note, together with all accrued
      and
      unpaid interest thereon to be due and payable immediately, and the same shall
      become and be due and payable, without presentment, demand, protest, notice
      of
      intent to accelerate or other notice of any kind all of which are expressly
      waived, and Lender may exercise all remedies available at law, in equity or
      hereunder.

    


    If
      this
      Note is placed in the hands of an attorney for collection after default, or
      if
      all or any part of the indebtedness represented hereby is proved, established
      or
      collected in any court or in any bankruptcy, receivership, debtor relief,
      probate or other court proceedings, Borrower and all endorsers, sureties and
      guarantors of this Note, jointly and severally, agree to pay reasonable
      attorneys' fees and collection costs to the holder hereof in addition to the
      principal and interest payable hereunder.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    Borrower
      and all endorsers, sureties and guarantors of this Note hereby severally waive
      demand, presentment, notice of demand and of dishonor and nonpayment of this
      Note, protest, notice of protest, notice of intention to accelerate the maturity
      of this Note, declaration or notice of acceleration of the maturity of this
      Note, diligence in collecting, the bringing of any suit against any party and
      any notice of or defense on account of any extensions, renewals, partial
      payments or changes in any manner of or in this Note or in any of its terms,
      provisions and covenants, or any releases or substitutions of any security,
      or
      any delay, indulgence or other act of any trustee or any holder hereof, whether
      before or after maturity.

    


    THIS
      NOTE
      AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY THE LAWS
      OF
      THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW), EXCEPT
      TO THE EXTENT THE SAME ARE GOVERNED BY APPLICABLE FEDERAL LAW. The parties
      irrevocably submit to the exclusive jurisdiction of the state and federal courts
      located in Greene County, Missouri for the purpose of any suit, action or other
      proceeding arising out of or based on this Note. Each party, to the extent
      applicable law permits, waives, and will not assert by way of motion, as a
      defense or otherwise, in any suit, action or proceeding brought in the
      above-named courts, any claim that (a) it is not subject personally to the
      jurisdiction of those courts, (b) the suit, action or proceeding is brought
      in
      an inconvenient forum, (c) the venue of the suit, action or proceeding is
      improper, or (d) any of these agreements and instruments, or their respective
      subject matter, may not be enforced in or by these courts.

    


    Notwithstanding
      anything to the contrary contained in this Note or any other agreement, document
      or instrument evidencing the indebtedness evidenced by this Note, this Note
      and
      the indebtedness evidenced hereby shall be subordinate in right of payment
      and
      otherwise to all amounts due under the Factoring Agreement between Decorize,
      Inc. and Bibby Financial Services Midwest.

    


    Executed
      as of the date first written above.

    


    
      


    
      	 	 	
               

            
	 	
              BORROWER:

               

              DECORIZE,
                INC.

              a Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Steve
                Crowder

            
	 	
              
Steve
              Crowder
	 	Its: President
              and Chief Executive Officer



    
       

      
         

      

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