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  John  Michael  Sandel  and  Kitty  Sandel,  husband  and  wife,
("Purchaser").

     WHEREAS, the Company desires to issue and sell to Purchaser,  and Purchaser
desires to purchase  from the  Company,  550,500  shares (the  "Shares")  of the
common stock, $0.001 par value per share, of the Company; and

     WHEREAS,  the Company has issued those certain  Promissory Notes dated July
31, 2001 and October 25, 2002, in the aggregate principal amount of $504,514, in
favor of  Purchaser  (the  "Note") of which  $503,010 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 $550,500 (the "Purchase  Price"),  at a price of $1.00 per Share, which shall
be paid by the reduction of the  outstanding  balances of the Notes plus accrued
interest 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 Notes shall be cancelled,
and  thereafter be void and of no further force or effect.  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.


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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  agreement,  judgment,  license,  order or permit
applicable to or binding upon the Company, (b) result in the acceleration of any
indebtedness  owed by the  Company,  or (c) result in or require the creation of
any lien upon any  assets or  properties  of the  Company,  except as  expressly
contemplated herein.

     2.3 Title to Shares.  The Shares,  when issued by the Company to  Purchaser
upon payment in full of the Purchase Price,  will be validly issued,  fully paid
and non-assessable.

3.  REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.  Purchaser  represents  and
warrants to the Company as follows:

     3.1 Due  Authorization.  Purchaser  has full  capacity  to enter  into this
Agreement and to carry out its  obligations  hereunder.  This Agreement has been
duly executed and delivered by Purchaser and constitutes the legal,  valid,  and
binding obligations of Purchaser, enforceable against him in accordance with its
terms.

     3.2 Investment  Representations.  Purchaser further represents and warrants
as follows:

     (a)  The  undersigned  is purchasing the Shares for his own account and not
          with a view to  resale  or  redistribution  in a  manner  which  would
          require registration under the Securities Act of 1933, as amended (the
          "Act"), or any state securities laws, or for sale in connection with a
          "distribution,"  as that term is used in Section  2(11) of the Act, of
          the Shares.

     (b)  The undersigned  understands  that the Shares are not registered under
          the Act or the securities laws of any state and may not be disposed of
          in whole or in part in the  absence of  registration  under the Act or
          any state  securities laws,  unless an exemption from  registration is
          available.

     (c)  The  undersigned  understands  that there will be no public market for
          the Shares, and that even if such a market were to develop, it may not
          be possible for the  undersigned to readily  liquidate his investment.
          As a consequence, the undersigned may never be able to sell or dispose
          of such securities and may thus have to bear the risk of investment in
          such securities for a substantial  period of time. The undersigned has
          adequate  means of providing for his current and future


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          contingencies  and  has no  need  for  liquidity  with  regard  to his
          investment in the Shares.

     (d)  The  undersigned  has been informed and  understands  that the Shares,
          upon issue, will have such restrictive  legends as are required by law
          or as the Company may otherwise deem appropriate.

     (e)  The  undersigned  has such  knowledge and  experience in financial and
          business matters that he is capable of evaluating the merits and risks
          of an  investment  in the Shares and making an informed  decision with
          respect to the  purchase of the Shares.  Purchaser is not relying upon
          any  representation  or warranty by the  Company  with  respect to the
          value  of the  Shares,  and  accordingly  no such  representations  or
          warranties are made.

     (f)  The undersigned has had an opportunity to ask questions of and receive
          satisfactory answers from the Company, or any person or persons acting
          on the Company's  behalf,  concerning the terms and conditions of this
          investment,  and all such  questions  have been  answered  to the full
          satisfaction of Purchaser.

4. MISCELLANEOUS PROVISIONS

     4.1  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit  of the  parties  hereto and their  respective  successors,  heirs,  and
assigns.

     4.2  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     4.3 Entire Agreement.  This Agreement and the documents  referred to herein
contain the entire understanding of the parties hereto in respect of the subject
matter  contained  herein.  There  are no  restrictions,  promises,  warranties,
conveyances or undertakings  other than those  expressly set forth herein.  This
Agreement supersedes any prior agreements and understandings between the parties
with respect to the subject matter of this Agreement.

     4.4  Modification.  No change or  modification  of this Agreement  shall be
valid or binding  upon the parties  hereto,  nor shall any waiver of any term or
condition  in the future be so binding,  unless such change or  modification  or
waiver shall be in writing and signed by the parties hereto.

     4.5 Governing  Law. This  Agreement  shall be governed by, and construed in
accordance with, the substantive laws of the State of Missouri without regard to
the conflict of law provisions thereof.

                      [signatures appear on following page]


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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                       The Company:

                                       DECORIZE, INC.,
                                       a Delaware corporation




                                       By:
                                          --------------------------------------
                                          Alex Budzinsky
                                          Executive Vice President and
                                          Chief Financial Officer

                                       Purchaser:




                                       ------------------------------
                                       John Michael Sandel



                                       ------------------------------
                                       Kitty Sandel


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