DECORIZE, INC. AMENDED AND RESTATED PROMISSORY NOTE

 

$650,000	Springfield, Missouri
	April 1, 2008

 

FOR VALUE RECEIVED, the undersigned, Decorize, Inc., a Delaware corporation (hereinafter “Borrower”), hereby promises to pay to the order of Quest Capital Alliance II, L.L.C., a Missouri limited liability company (hereinafter “Creditor”), the principal sum of Six Hundred Fifty Thousand Dollars ($650,000), together with interest on the unpaid principal balance thereof as hereinafter set forth in his Note. Both principal and interest are payable as herein provided in lawful money of the Untied States of America at the address provided by the Lender for purposes of payment, or at such other place as from time to time may be designated by the holder of this Note.

This Amended and Restated Promissory Note (this “Note”) is issued in replacement of and substitution for that certain Promissory Note in the original principal amount of $750,000, which was issued on September 11, 2006 (the “Existing Note”). Upon issuance of this Note, the Existing Note shall be of no further force or effect, and shall be deemed amended and restated in its entirety by this Note.

The Existing Note was executed and delivered in conjunction with that certain Commercial Security Agreement dated September 11, 2006 (the “Existing Security Agreement”). Upon issuance of this Note the Existing Security Agreement shall be of no further force or effect.

Interest shall accrue on the unpaid principal balance of this Note at the prime rate per annum as published by the Wall Street Journal.

The entire balance of unpaid principal, plus all unpaid accrued interest thereon shall be due and payable on March 15, 2009.

Borrower shall have the privilege of making cash payments in addition to those called for in this Note at any time without penalty.

All payments received with respect to this Note shall first be applied to principal, and the remainder shall be applied to interest accrued on the principal balance.

Borrower hereby waives presentment, demand for payment, notice of dishonor, and all other notices and demands in connection with the delivery, acceptance, performance, default or endorsement of this Note.

Should any of the following events occur (an “Event of Default”) Borrower shall be in default hereunder: (a) if a payment of principal of, or interest accrued on, this Note is not paid when same becomes due; provided, however, that an Event of Default shall not be deemed to have occurred until the expiration of a sixty (60) day period commencing on the date written notice is delivered to Borrower of such non-payment; or (b) if Borrower (i) shall voluntarily suspend the transaction of its business or if Borrower shall make a general assignment for the benefit of creditors, (ii) shall be adjudicated a bankrupt, or shall file a voluntary petition in bankruptcy or for a reorganization or to effect a plan or other arrangement with its creditors, or if the Borrower shall file an answer to a creditor’s petition or other petition against it (admitting the material allegations thereof) for an adjudication in bankruptcy or for a reorganization, or (iii) shall apply for or permit the appointment of a receiver, trustee, or custodian for any substantial portion of its properties or assets; or (c) if bankruptcy, reorganization or liquidation proceedings are instituted against Borrower and remain undismissed for ninety (90) days.

 

 

In the event of default, Borrower agrees to pay all costs of collection, including a reasonable attorney fee, if this Note is placed in the hands of an attorney for collection or if suit is filed hereon.

Payments on this Note shall be paid to Creditor at 3140 E. Division Street, Springfield, Missouri 65802, or such other address as he or any other holder of this Note may direct in writing.

Pursuant to RSMo. § 432.045, the Creditor hereby gives the following notice to the Borrower:

“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. To protect you (borrower) and me (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.”

 

IN WITNESS WHEREOF, the Borrower, by its duly authorized officer, and the Creditor have executed this Note as of the date first set forth above.

Borrower			Creditor
Decorize, Inc.			Quest Capital Alliance II, L.L.C.
a Delaware corporation			a Missouri limited liability company
By:	/s/ Steve Crowder		By:	/s/ Steve Fox
	Steve Crowder			Steven Fox
	President			General Manager