CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

1.   PROMISE TO PAY. DECORIZE, INC. a Delaware corporation (“Borrower”) promises to pay to QUEST CAPITAL ALLIANCE II, L.L.C., a Missouri limited liability company (“Lender”), 3140 E. Division, Springfield, Missouri 65802, or order, in lawful money of the United States of America, the principal amount of Five Hundred Thousand and no/100’s Dollars ($500,000) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance as provided for herein.

2.   LINE OF CREDIT .   This Note evidences a revolving line of credit. Advances under this Note may be requested orally or in writing by Borrower by an Authorized Person. Borrower hereby agrees to provide Lender with written notice of the individuals who may request advances under this Note (each, an “Authorized Person”). Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums advanced in accordance with the instructions of an Authorized Person. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records. Lender may, at any time, in its sole discretion, decline to make any further advances on this Note or any agreement that Borrower has with Lender, including any of the Related Documents.  

3.   PAYMENT. Unless sooner accelerated, Borrower will pay this loan in full on April 13, 2006 (“Maturity Date”). Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

4.   COMMITMENT FEE. In consideration of the loan to Borrower evidenced by this Note, the Borrower will pay Lender a commitment fee equal to Thirty-Three Thousand, Three Hundred Thirty-Three and 33/100’s Dollars ($33,333.33) on or before December 13, 2005.

5.   PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Any partial prepayment shall be credited first, to the satisfaction of any outstanding costs or expenses incurred by Lender, second to the accrued interest and, third, to the principal due hereunder and no partial prepayment shall affect the obligation to make the payments of principal and interest at the time and in the amounts provided for herein.

6.   INTEREST AFTER MATURITY OR DEFAULT. Upon the occurrence of an Event of Default (as defined below), including failure to pay upon the Maturity Date, the unpaid outstanding principal balance will thereafter accrue interest at a rate equal to Eighteen percent (18%) per annum (the “Default Interest Rate”). NOTICE: UNDER NO CIRCUMSTANCES WILL THE INTEREST RATE ON THIS NOTE BE MORE THAN THE MAXIMUM RATE ALLOWED BY APPLICABLE LAW.

7.   DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

A.   Payment Default. Borrower fails to make any payment when due under this Note.

B.   Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any other related documents executed by Borrower in favor of Lender in connection with this Note (collectively, the “Related Documents”) or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, and fails to cure such default within ten (10) days after Lender gives written notice of same to Borrower.

C.   Default In Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the Related Documents.

D.   False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

E.   Insolvency or Change in Organization. The dissolution or termination of Borrower’s existence as a going business (regardless of whether election to continue is made), the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

F.   Defective Collateralization. Any Related Document ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

G.   Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. However, this Event of Default shall not apply it there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

H.   Judgment. The entry of a judgment against Borrower or guarantor, pledgor, accommodation party or other obligor which Lender deems to be of a material nature, in Lender’s sole discretion.

I.   Default by Affiliates. Any affiliate of Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of Lender or any other creditor.

J.   Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

K.   Insecurity. Lender in good faith believes itself insecure.

8.   LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

9.   REMEDIES. The remedies of Lender as provided in this Note shall be cumulative and concurrent, and in addition to any other remedies available at law or in equity, and may be pursued singly, successively or together against the Borrower, any guarantors, or any other security at the sole discretion of Lender, and such remedy shall not be exhausted by any exercise thereof but may be exercised as often as the occasion therefor shall occur. Lender shall