STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "
Agreement
"),
dated as of the 16th day
of January, 2004, is by and between Decorize,
Inc., a Delaware corporation (the
"
Company
") and James K. Parsons ("
Purchaser
").
WHEREAS, the Company desires to issue and sell to Purchaser,
and Purchaser
desires to purchase from the Company, 75,000 shares (the "
Shares
") of the common
stock, $0.001 par value per share, of the Company; and
WHEREAS, the Company has issued that certain Promissory Note dated
June 15,
2001, in the principal amount of $925,000, in favor of Purchaser
(the "
Note
") of
which $925,000 in principal is currently outstanding; and
WHEREAS,
the Company and Purchaser
desire that in
consideration
for the
Shares,
the
outstanding
balance
of the Note be
reduced by the amount of the
purchase price of the Shares,
which amount shall be applied against payment for
the Shares; and
WHEREAS,
the Company and Purchaser
have agreed to provide for the sale of
the Shares in the manner set forth in this Agreement.
NOW,
THEREFORE,
in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as
follows:
1.
PURCHASE AND SALE
.
1.1
Sale of Shares
.
Upon the terms and subject to the conditions set forth
in
this
Agreement,
the
Company
hereby
agrees,
upon
the
receipt
of
the
consideration described herein, to issue the Shares to Purchaser,
and Purchaser
hereby agrees to purchase from the Company,
all right,
title,
and interest in
and to all of the Shares, free of all liens, claims and
encumbrances.
1.2
Consideration
.
The aggregate purchase price for the Shares is the sum
of $75,000 (the "
Purchase Price
"), at a price of $1.00 per Share, which shall be
paid by the
reduction of the
outstanding
balance of the Note in the amount of
the Purchase Price. In
consideration
of the sale of the Shares by the Company,
Purchaser
shall
deliver to the Company
concurrent
with the execution of this
Agreement, the Purchase Price as provided in
Section 1.3
below.
1.3
Closing Procedure
. Concurrent with the execution of this Agreement, (i)
the Company shall deliver to Purchaser,
stock
certificate(s)
representing the
Shares, issued in the name of Purchaser,
and (ii) the Note shall be amended and
the old
principal
amount of $925,000
shall be replaced with the new principal
amount of
$882,498.
All actions
taken on the date hereof with
respect to the
transactions
contemplated
hereunder
shall
be
deemed
to
have
been
taken
simultaneously at the time the last of any such actions is taken or
completed.
2.
REPRESENTATIONS
AND
WARRANTIES
OF
THE
COMPANY
.
The
Company
hereby
represents and warrants to Purchaser as follows:
2.1
Due
Authorization
.
The Company
has full
capacity to enter into this
Agreement and to carry out its
obligations
hereunder.
This Agreement has been
duly executed and delivered by the Company and constitutes the
legal, valid, and
binding
obligations
of
the
Company,
enforceable
against
the
Company
in
accordance with its terms.
2.2
No Conflicts or Consents
.
The execution and delivery by the Company of
this Agreement,
and the performance of its
obligations
hereunder,
do not and
will not (a) conflict with any
ag
