Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

         THIS  AGREEMENT  AND  PLAN OF  MERGER  (this  "Agreement")  is made and
entered  into this  ____day of June,  2001,  by and between  Decorate,  Inc.,  a
Missouri corporation ("Decorate"), and Decorize.com,  L.L.C., a Missouri limited
liability company, ("Decorize.com").

                                   WITNESSETH:

         WHEREAS,  Decorate is a corporation duly organized and validly existing
under  the laws of the  State  of  Missouri  and,  as of the  date  hereof,  has
authorized capital consisting of One Million (1,000,000) shares of voting common
stock  with a par value of One Cent  ($.01)  per  share,  of which 10 shares are
issued and outstanding, (the "Organizational Stock");

         WHEREAS, Decorize.com is a limited liability company duly organized and
validly existing under the laws of the State of Missouri;

         WHEREAS,  Decorate and Decorize.com  desire to merge  Decorize.com into
Decorate to convert the legal structure of Decorize.com from a limited liability
company  to  a  corporation,   in  accordance  with  the  terms  and  conditions
hereinafter set forth.

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration,  the
receipt,  adequacy and sufficiency of which is hereby acknowledged,  the parties
hereto agree as follows:

                                    Article I
                                     MERGER

         1.1 Surviving Corporation.  In accordance with the terms and conditions
of this Agreement,  including without limitation,  the conditions  precedent set
forth in Article VI hereof,  Decorize.com shall be merged with and into Decorate
(the "Merger")  effective as of the Effective Time (as defined in ss.1.2 below).
Decorate shall be the surviving  corporate entity (the "Surviving  Corporation")
and  shall  continue  its  corporate  existence  under  the laws of the State of
Missouri.

         1.2 Effective Time. The Merger shall become effective upon the issuance
of a Certificate of Merger by the Missouri Secretary of State. The date and time
when the Merger becomes effective are herein referred to as the "Effective
Time."

         1.3 Succession and Assumption. Immediately as of the Effective Time, by
virtue of the Merger and without any action by  Decorate  or  Decorize.com:  (a)
Decorate  shall succeed to all present and future  rights,  titles,  privileges,
powers and  franchises  of Decorate and  Decorize.com,  and (b)  Decorate  shall
assume all liabilities,  duties and obligations of Decorate and Decorize.com, as
they exist immediately prior to the Effective Time.

         1.4 Articles of  Incorporation.  At the Effective Time, the Articles of
Incorporation  of Decorate in effect  immediately  prior to the  Effective  Time

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shall become the Articles of Incorporation of the Surviving  Corporation,  until
thereafter amended as provided by law.

         1.5 Bylaws.  At the  Effective  Time,  the Bylaws of Decorate in effect
immediately prior to the Effective Time shall become the Bylaws of the Surviving
Corporation, until thereafter amended as provided by law.

         1.6 Officers and  Directors.  At the Effective  Time,  the officers and
directors of Decorate  existing  immediately  prior to the Effective  Time shall
become the officers and  directors of the  Surviving  Corporation,  each to hold
office in  accordance  with the  Articles  of  Incorporation  and  Bylaws of the
Surviving Corporation.

                                   Article II
                       CONVERSION OF MEMBERSHIP INTERESTS

         2.1 Conversion of Stock. At the Effective Time, by virtue of the Merger
and without any action on the part of the holders thereof:

         (a) Each share of voting common stock of Decorate,  one cent ($.01) par
value per share (the "Decorate Stock"), issued and outstanding immediately prior
to the Effective Time shall continue to represent the same number of outstanding
shares of the Surviving Corporation;

         (b) Each "A" Membership Units of Decorize.com shall be converted at the
ratio of 5.373 to 1,  thereby  giving the owner of such A  Membership  Units the
right to  receive  one (1) fully  paid and  non-assessable  voting  share of the
Surviving Corporation in exchange for every 5.373 A Membership Units so owned;

         (c) Each "A1" Membership  Units of  Decorize.com  shall be converted at
the ratio of 5.373 to 1, thereby  giving the owner of such A1  Membership  Units
the right to receive one (1) fully paid and  non-assessable  voting share of the
Surviving Corporation in exchange for every 5.373 A1 Membership Units so owned;

         (d) Each B Membership Unit of Decorize.com  shall be converted into the
right to  receive  One (1) fully  paid and  non-assessable  voting  share of the
Surviving Corporation for each B Membership Unit so owned;

         (e) The owner of the  Organizational  Stock  shall be  entitled  to the
shares  provided for in this  section,  less the  Organizational  Stock  already
issued to him.

         2.2  Closing  of  Transfer  Books.  At the  Effective  Time,  the stock
transfer books of Decorate shall be closed and no transfer of shares of Decorate
shall  thereafter be made.  After the Effective  Time,  certificates  previously
representing  shares of Decorize.com  Stock shall be cancelled and exchanged for
shares of the Surviving Corporation as provided in ss. 2.3 hereof.

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         2.3 Exchange of Decorize.com  Membership  Units. As soon as practicable
after the Effective Time, the Surviving Corporation shall mail to each member of
Decorize.com,  a  form  letter  of  transmittal  for  return  to  the  Surviving
Corporation,  containing  instructions  for use in  effecting  the  surrender of
certificates of Decorize.com  membership  units for certificates of stock in the
Surviving  Corporation.  Upon the proper  surrender  of such  certificates,  the
record holder thereof shall be issued the number of fully paid and nonassessable
shares of the Surviving  Corporation as such holder is entitled to receive under
ss. 2.1 and ss. 2.2 hereof and such surrendered certificates shall be cancelled.
Until surrendered, each certificate of Decorize.com Stock shall represent solely
the  right to  receive  shares  of the  Surviving  Corporation  into  which  the
Decorize.com  Stock  shall have been  converted  pursuant  toss.2.1  andss.  2.2
hereof.


                                   Article III
                 REPRESENTATIONS AND WARRANTIES OF DECORIZE.COM

         Decorize.com hereby represents and warrants to Decorate as follows:

         3.1   Organization.   Decorize.com  is  a  limited   liability  company
organized,  validly existing and in good standing under the laws of the State of
Missouri  with all requisite  power and authority to own,  operate and lease its
properties and to carry on its business as it is now being conducted.

         3.2  Capitalization of Decorize.com.  As of the date hereof,  there are
800,000 A Membership Units,  46,257 A1 Membership Units and 157,500 B Membership
Units.  Except  as  otherwise  disclosed,  as of the  date  hereof,  there is no
outstanding option, warrant, subscription or other right obligating Decorize.com
to issue any additional membership units in the company.

         3.3  Authorization.  Decorize.com has the necessary power and authority
to enter into this Agreement and this Agreement has been duly  authorized by its
members.   This  Agreement  is  a  legal,   valid  and  binding   obligation  of
Decorize.com.

         3.4 No Violation.  Neither the execution and delivery of this Agreement
by  Decorize.com,  the performance by Decorize.com of its obligations  hereunder
nor the  consummation  by it of the  transactions  contemplated  hereby will (i)
violate  any  provision  of  the  Operating  Agreement  of  Decorize.com,   (ii)
constitute a default under or cause the acceleration of the maturity of any debt
or obligation which,  individually or in the aggregate with all other such debts
and obligations,  is material to Decorize.com  taken as a whole, or (iii) to the
best  knowledge  of  Decorize.com,  violate any statute or law or any  judgment,
decree,  order,  regulation  or rule of any court or  governmental  authority to
which Decorize.com is subject, which would have a material adverse effect on the
financial condition, business or operations of Decorize.com taken as a whole.

         3.5  Litigation.  To the best  knowledge of  Decorize.com,  there is no
action,  proceeding or investigation  pending or threatened against or involving
Decorize.com  or any properties or rights of  Decorize.com  which, if determined

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adversely,  could  materially  and  adversely  affect the  financial  condition,
business or operations of Decorize.com taken as a whole.  Decorize.com is not in
violation of any order,  judgment,  injunction or decree outstanding  against it
the effect of which  would be  materially  adverse to the  financial  condition,
business or operations of Decorize.com taken as a whole.


                                   Article IV
                   REPRESENTATIONS AND WARRANTIES OF Decorate

         Decorate hereby represents and warrants to Decorize.com as follows:

         4.1 Corporate  Organization.  Decorate is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Missouri
with all requisite  corporate power and authority to own,  operate and lease its
properties and to carry on its business as it is now being conducted.

         4.2  Capitalization of Decorate.  As of the date hereof, the authorized
capital stock of Decorate consists of One Million  (1,000,000)  shares of common
stock,  par  value of One Cent  ($.01)  per  share,  and there  are  issued  and
outstanding ten (10) shares of such common stock. All of such outstanding shares
have been validly issued and are fully paid and  nonassessable  with no personal
liability attaching to the ownership thereof. As of the date hereof, there is no
outstanding option, warrant,  subscription or other right obligating Decorate to
issue any shares of its capital stock or other  securities  convertible into any
shares of its capital stock.

         4.3  Authorization.  Decorate  has the  necessary  corporate  power and
authority  to enter  into  this  Agreement  and  this  Agreement  has been  duly
authorized  by its board of  directors  and  shareholders.  This  Agreement is a
legal, valid and binding obligation of Decorate.

         4.4 No Violation.  Neither the execution and delivery of this Agreement
by Decorate,  the performance by Decorate of its  obligations  hereunder nor the
consummation by it of the transactions  contemplated hereby will (i) violate any
provision  of  the  Articles  of  Incorporation  or  Bylaws  of  Decorate,  (ii)
constitute a default under or cause the acceleration of the maturity of any debt
or obligation which,  individually or in the aggregate with all other such debts
and obligations,  is material to Decorate taken as a whole, or (iii) to the best
knowledge  of  Decorate,  violate  any statute or law or any  judgment,  decree,
order,  regulation  or rule of any  court  or  governmental  authority  to which
Decorate is subject, which would have a material adverse effect on the financial
condition, business or operations of Decorate taken as a whole.

         4.5 Litigation.  To the best knowledge of Decorate, there is no action,
proceeding or investigation  pending or threatened against or involving Decorate
or any properties or rights of Decorate  which, if determined  adversely,  could
materially and adversely affect the financial condition,  business or operations
of  Decorate  taken as a  whole.  Decorate  is not in  violation  of any  order,

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judgment,  injunction or decree outstanding against it the effect of which would
be  materially  adverse to the  financial  condition,  business or operations of
Decorate taken as a whole.

                                    Article V
                                    COVENANTS

         5.1 Conduct of Business Prior to the Effective  Time.  Each of Decorate
and Decorize.com agrees that prior to the Effective Time:

         (a) its business shall be conducted only in the ordinary course;

         (b) except as required in connection with the Merger,  it shall not (i)
amend its Articles of Incorporation,  Bylaws or Operating Agreement, as the case
may be, (ii) change the number of  authorized  shares of its capital  stock,  or
(iii) declare, set aside or pay any dividend or other distribution or payment in
cash, stock or property in respect of shares of its capital stock;

         (c) it shall not (i)  issue,  grant or sell any shares or rights of any
kind to acquire any shares of its capital stock or membership units, as the case
may be, (ii) acquire any assets or enter into any other transaction,  other than
in the ordinary  course of business,  (iii) dispose of, encumber or mortgage any
assets or properties which are material to it taken as a whole other than in the
ordinary course of business,  (iv) waive, release,  grant or transfer any rights
of value or modify  or change in any  material  respect  any  existing  license,
lease, contract or other document other than in the ordinary course of business,
or (v) enter  into any  contract,  agreement,  commitment  or  arrangement  with
respect to any of the foregoing; and

         (d) it shall use its best  efforts  to  preserve  intact  its  business
organization,  to keep  available  the service of its present  officers  and key
employees,  and to preserve the goodwill of those having business  relationships
with it.

         5.2 Compliance With Laws. Each of Decorate and Decorize.com  shall duly
comply  in all  material  respects  with  all  laws  applicable  to it  and  its
properties, operations, business and assets.

         5.3 Access to Properties and Records. Each of Decorate and Decorize.com
shall, upon reasonable request,  afford to the other's accountants,  counsel and
other  authorized  representatives,  full access  during normal  business  hours
throughout  the period  prior to the  Effective  Time to all of its  properties,
books, contracts, commitments and records.

         5.4  Further  Actions.  Subject  to the  terms and  conditions  hereof,
Decorate and Decorize.com  each agree to use all reasonable  efforts to take, or
cause to be  taken,  all  action  and to do,  or cause  to be done,  all  things
necessary, proper or advisable to consummate and make effective the transactions
contemplated  by  this  Agreement,   including  without  limitation,  using  all
reasonable efforts (i) to obtain all necessary waivers,  consents and approvals,
to give all notices and to effect all necessary  registrations and filings,  and

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(ii) to defend any  lawsuits or other  legal  proceedings,  whether  judicial or
administrative  and whether  brought  derivatively or on behalf of third parties
challenging this Agreement or the consummation of the transactions  contemplated
hereby.

                                   Article VI
                              CONDITIONS PRECEDENT

         6.1 Conditions to the Obligation of  Decorize.com to Effect the Merger.
Each and every  obligation of Decorize.com  under this Agreement to be performed
on or before the  Effective  Time shall be  subject  to the  fulfillment  of the
following additional conditions:

         (a)  Decorate  shall  have  performed  in  all  material  respects  its
obligations  under this Agreement  required to be performed by it on or prior to
the Effective Time pursuant to the terms hereof;

         (b) the  representations  and warranties of Decorate  contained in this
Agreement  shall be true and correct in all  material  respects at and as of the
Effective  Time as if made at and as of such  time,  except as  affected  by the
transactions contemplated hereby; and

         (c) there shall have been no material  adverse  change in the business,
assets,  financial  condition or results of  operations  of Decorate  taken as a
whole since the date of the financial statements furnished to Decorize.com.

         6.2 Conditions to the Obligation of Decorate to Effect the Merger. Each
and every  obligation  of Decorate  under this  Agreement  to be performed on or
before the Effective  Time shall be subject to the  fulfillment of the following
additional conditions:

         (a)  Decorize.com  shall have  performed in all  material  respects its
obligations  under this Agreement  required to be performed by it on or prior to
the Effective Time pursuant to the terms hereof;

         (b) the  representations  and warranties of  Decorize.com  contained in
this Agreement  shall be true and correct in all material  respects at and as of
the Effective Time as if made at and as of such time,  except as affected by the
transactions contemplated hereby;

         (c) there shall have been no material  adverse  change in the business,
assets,  financial condition or results of operations of Decorize.com taken as a
whole since the date of the financial statements furnished to Decorate.

                                   Article VII
                                   TERMINATION

         7.1 Termination. This Agreement may be terminated and the Merger may be
abandoned  at any time  before  the  Effective  Time at the  election  of either

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Decorate or  Decorize.com,  by written  notice from the party so electing to the
other party,  if the board of directors of either Decorate or  Decorize.com,  in
its sole and absolute discretion,  deems for any reason that consummation of the
Merger is inadvisable.

         7.2  Effect of  Termination.  In the event of the  termination  of this
Agreement by either Decorate or Decorize.com, as provided above:

         (a) this Agreement  shall be void and of no further  effect,  and there
shall be no liability by reason of this Agreement or the termination  thereof on
the part of either Decorate or Decorize.com,  or on the part of their respective
directors, members, manager, officers, employees, agents or shareholders; and

         (b) all information received by either party hereto with respect to the
business of the other party or its  divisions,  affiliates or associates  (other
than  information  which is a matter of public knowledge or which has heretofore
been or is hereafter  published in any  publication  for public  distribution or
filed as public  information with any  governmental  authority) shall not at any
time be used for the  advantage of, or disclosed to third parties for any reason
whatsoever.

                                  Article VIII
                                  MISCELLANEOUS

         8.1  Amendment.  This Agreement may be amended by the parties hereto by
action taken by their respective board of directors or members,  as the case may
be, at any time prior to the Effective  Time,  but no such  amendment  shall (i)
alter the  amount or  change  the form of  consideration  into  which  shares of
Decorize.com  membership  units are to be  converted  as  provided in ss.2.1 and
ss.2.2  hereof,  or (ii) alter or change any of the terms and conditions of this
Agreement if such alteration or change would adversely affect the holders of any
class  of  capital  stock of  Decorate  or the  members  of  Decorize.com.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

         8.2 Fees and Expenses. Except as otherwise provided herein, the parties
hereto shall bear their own costs and expenses  incurred in connection  herewith
and with the transactions contemplated hereby, whether the Effective Time occurs
or this  Agreement  shall be  terminated.  Decorate  and  Decorize.com  agree to
indemnify and hold the other  harmless from any claim  (together  with costs and
expenses, including attorneys fees, incurred in connection with such claims) for
compensation by any person, firm or corporation claiming to have been requested,
authorized or employed to act as lender,  broker or agent in connection with the
subject matter of this Agreement or negotiations leading thereto.

         8.3  Assignment.  No party shall  assign this  Agreement  or any of its
rights and obligations  hereunder without the prior written consent of the other
party.

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         8.4  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto, their heirs, legal  representatives,
successors and permitted assigns.

         8.5 Entire Agreement.  This Agreement  constitutes the entire agreement
and  understanding  of the parties  with respect to the subject  matter  hereof,
superseding  any and all  prior  agreements,  understandings,  negotiations  and
discussions. No amendment, alteration,  modification or waiver of this Agreement
shall be binding  unless  evidenced by an instrument in writing signed on behalf
of each of the parties hereto.

         8.6  Construction.  The captions and headings of this Agreement are for
convenience  and reference  only, and shall not control or affect the meaning or
construction of this Agreement. Use of the masculine gender shall also be deemed
to refer to the feminine gender and neuter gender and the singular to the plural
unless the context clearly requires otherwise.

         8.7 Choice of Law. This  Agreement  shall be construed,  governed,  and
enforced in accordance with the laws of the State of Missouri.

         8.8 Severability.  The invalidity or  unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision  hereof and this  Agreement  shall be  construed in all respects as if
such  invalid  or  unenforceable   provision  was  omitted.  The  invalidity  or
unenforceability   of  any  provision  of  this   Agreement  to  any  person  or
circumstance  shall not affect the validity or  enforceability of such provision
as it may apply to any other persons or circumstances.

         8.9 Waiver.  The failure in one or more  instances of a party to insist
upon performance of any of the terms, conditions and covenants set forth in this
Agreement,  or the  failure  of a party  to  exercise  any  right  or  privilege
conferred by this Agreement,  shall not be construed thereafter as waiving their
right to insist upon the performance of such terms,  conditions and covenants or
the right to exercise such rights and  privileges,  which rights shall  continue
and remain in full force and effect as if no forbearance had occurred.

         8.10 Attorney Fees. In the event it becomes  necessary for either party
to file a suit to enforce this Agreement or any provision  contained herein, and
either  party  prevails  in such  action,  then such party  shall be entitled to
recover, in addition to all other remedies or damages,  reasonable attorney fees
and court costs incurred in such suit.

         8.11  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed an original instrument,  but all of
which together will constitute for all purposes one and the same instrument.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger as of the date first above written.

                                             DECORATE, INC.


                                             By:
                                             ----------------------------------
                                             Its:


                                             DECORIZE.COM, L.L.C.

                                             By:
                                             ----------------------------------
                                             Its:


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