STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "
Agreement
"),
dated as of the 30th day
of January,
2004, is by and between and Decorize,
Inc., a Delaware corporation
(the "
Company
") and Jon T. Baker ("
Purchaser
").
WHEREAS, the Company desires to issue and sell to Purchaser,
and Purchaser
desires to purchase
from the
Company,
375,000
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 $375,000, in favor of Purchaser
(the "
Note
") of
which $375,000 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 $375,000 (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.
The Company shall issue a new 6%
Subordinated
Promissory
Note in the original
principal amount of $56,451 as payment in full for any and
all interest accrued on the outstanding principal of the Note,
which shall be in
the form of
Exhibit A
to this
Agreement
(the "
New
Note
").
The New Note shall
mature on December 31, 2004, at which time all accrued
interest and outstanding
principal
shall be paid in full.
Upon issuance of the New Note and the Shares,
the Note shall cease to be of any further force or effect.
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 $375,000
shall be replaced with the new principal
amount of $56,451,
which
represents the interest
accrued
through
1
January
16,
2004.
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
ag
