Unassociated Document


    MODIFICATION
      AGREEMENT

    


    THIS
      AGREEMENT,
      dated
      effective as of the 26th day of September, 2007, by and between DECORIZE, INC.
      (“Decorize”) and QUEST COMMERCIAL FINANCE, L.L.C. (“Quest”).

    


    WHEREAS,
      on or
      about May 5, 2006, Decorize executed and delivered to Quest a Revolving Line
      of
      Credit Promissory Note in the principal sum of Seven Hundred Fifty Thousand
      Dollars ($750,000) (the “Note”) and a Security Agreement, dated May 5, 2006 (the
“Security Agreement”), securing repayment of the Note; 

    


    WHEREAS,
      the
      parties desire to amend and modify the Note.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants herein contained and
      agreed to be kept, the parties hereto do agree as follows:

    


    1. Modification
      of Interest Rate. Effective
      September 26, 2007, the Note shall accrue interest at the rate of Thirteen
      and
      three-quarters percent (13.75%) per annum.

    


    2. Lending/Processing
      Fee.
      In
      consideration of the loan to Borrower evidenced by the Note, the Borrower will
      pay Lender a fee equal to Seven Thousand Five Hundred Dollars ($7,500) on each
      anniversary date of the Note while this Note is outstanding, commencing on
      September 26, 2007. 

    


    3. No
      Other Modification. The
      modification and amendments to the Note set forth in this Modification Agreement
      shall only modify and amend the Note to the extent necessary to give effect
      to
      such modification and amendment, and, except as otherwise provided in this
      Agreement, the Note and Security Agreement shall continue to bind the parties
      to
      such documents and be in full force and effect in accordance with their original
      terms as of their effective dates.

    


    4. Representations
      and Warranties.
      When
      Decorize signs this Agreement, Decorize represents and warrants to Quest that:
      (a) there is no event which is, or with notice or lapse of time or both would
      be, a default under the Note or Security Agreement (collectively, the "Loan
      Documents") except those events, if any, that have been disclosed in writing
      to
      Quest or waived in writing by Quest, (b) there are no claims or offsets against
      the current unpaid principal balance of the Note and the Security Agreement
      continues to secure payment of the Note as extended hereby, (c) the
      representations and warranties in the Loan Documents are true as of the date
      of
      this Agreement as if made on the date of this Agreement, (d) this Agreement
      does
      not conflict with any law, agreement, or obligation by which Decorize is bound,
      and (e) this Agreement is within Decorize's powers, has been duly authorized,
      and does not conflict with any of Decorize's organizational papers.


    


    5. Counterparts.
      This
      Agreement may be executed in counterparts, each of which when so executed shall
      be deemed an original, but all such counterparts together shall constitute
      but
      one and the same instrument. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. No
      Other Modification. The
      modification and amendments to the Note set forth in this Modification Agreement
      shall only modify and amend the Note to the extent necessary to give effect
      to
      such modification and amendment, and, except as otherwise provided in this
      Agreement, the Note and Security Agreement shall continue to bind the parties
      to
      such documents and be in full force and effect in accordance with their original
      terms as of their effective dates.

    


    
      	7.  	
              General
                Provisions. 

            


    

    


    
      	7.1  	
              Headings.
                The headings, captions and arrangements used in this Agreement are,
                unless
                specified otherwise, for convenience only and shall not be deemed
                to
                limit, amplify or modify the terms of the Agreement, nor effect the
                meaning thereof.

            


    

    


    
      	7.2  	
              Survival.
                All agreements, covenants, undertakings, representations and warranties
                made in this Agreement shall survive the execution
                hereof.

            


    

    


    
      	7.3  	
              Governing
                Law.
                This Agreement is being executed and delivered and is intended to
                be
                performed in the State of Missouri, and the substantive laws of such
                state
                shall govern the validity, construction, enforcement and interpretation
                of
                the Agreement and any related documents, unless otherwise specified
                therein.

            


    

    


    
      	7.4  	
              Attorney's
                Fees and Costs.
                In
                the event that any dispute arises between the parties hereto relating
                to
                the interpretation, enforcement or performance of this Agreement,
                and such
                matter is referred to an attorney for resolution, the prevailing
                party
                shall be entitled to collect from the losing party any attorney's
                fees
                together with any costs and expenses in the event of
                litigation.

            


    

    


    
      	7.5  	
              No
                Assignment.
                This Agreement shall be binding upon and inure to the benefit of
                each
                party hereto, and its respective successors and
                assigns.

            


    

    


    8. Final
      Agreement.
      By
      signing this document each party represents and agrees that: (A) this document
      represents the final agreement between the parties with respect to the subject
      matter hereof, (B) there are no unwritten oral agreements between the parties,
      and (C) this document may not be contradicted by evidence of any prior,
      contemporaneous, or subsequent oral agreements or understandings of the
      parties. 

    


    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement is executed as of the date stated at the beginning of this Agreement.
      

     

    
      	DECORIZE,
              INC. 	 	QUEST COMMERCIAL FINANCE,
              L.L.C.
	 	 	 
	
            	 	
            
	By:  /s/ Steve Crowder        	 	By:  /s/ Steven Fox        
	
              Name:
                Steve Crowder

            	 	
              Name: Steven
                Fox

            
	
              Title: 
                President and CEO

            	 	
              Title: General
                Manager