DECORIZE INC
EMPLOYMENT AGREEMENT: JOHN MICHAEL SANDEL
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>ex1028k073101.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT: JOHN MICHAEL SANDEL
<TEXT>
Exhibit 10.2

                              EMPLOYMENT AGREEMENT


         This Agreement  ("Agreement") effective this 31st day of July, 2001, by
and between Decorize,  Inc., a Delaware  corporation  ("Corporation"),  and John
Michael Sandel ("Employee").

         WHEREAS,  the Corporation is engaged in the manufacturing and marketing
of innovative and  fashion-forward  decorative  accessories,  accent  furniture,
lamps and wall decor; and

         WHEREAS,  in accordance  with the provisions of that certain  Agreement
and Plan of Merger dated July 31, 2001, by and among Faith Walk Designs, Inc., a
Missouri  corporation ("Faith Walk Designs"),  Step of Faith, Inc., a subsidiary
of the Corporation ("Step of Faith"), John Michael Sandel, Kitty Sandel, and the
Corporation,  of even date herewith, Faith Walk Designs has merged with and into
Step of Faith,  and  following  the  merger,  Step of Faith  shall  operate  the
business conducted by Faith Walk Designs prior to the merger; and

         WHEREAS, the Corporation desires to retain the services of the Employee
in the capacity of its Vice-President;

         NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

         Section 1.  Employment.  The Corporation  agrees to employ the Employee
and the Employee agrees to accept the employment described in this Agreement.

         Section 2. Duties.  The Employee  shall serve as Vice  President of the
Corporation,  with such duties as are customarily associated with such position.
The Employee shall be responsible for product  development,  strategic planning,
and implementation of the Corporation's business.

         Section 3. Extent of Services.  The Employee  shall devote the majority
of his working time,  attention,  and energies to the  performance of his duties
described herein.  The Employee shall at all times faithfully and to the best of
his  ability  perform  his duties  under  this  Agreement.  The duties  shall be
rendered at the Corporation's office in Springfield,  Missouri, or at such other
place or  places  and at such  times as the  needs of the  Corporation  may from
time-to-time dictate.

                                       1
<PAGE>

         Section 4. Term.  The Term of this  Agreement  shall  begin on July 31,
2001  ("Effective  Date"),  and shall  continue  for a four (4) year period (the
"Term"). The parties presently  anticipate that the employment  relationship may
continue beyond this four (4) year term, however,  this Agreement shall not give
the Employee any enforceable right to employment beyond this Term.

         Section 5. Compensation.

         5.1 Base  Compensation.  The Employee will receive a base salary of One
Hundred Ten Thousand Dollars  ($110,000.00)  per year,  payable in equal monthly
installments during the Term of this Agreement. Bonuses will be paid, if at all,
in the sole discretion of the Board of Directors.

         5.2.  Benefits.  The Employee and his  immediate  family shall  receive
medical  insurance and other fringe benefits  provided to full time employees of
the Corporation.

         5.3  Expenses.   The  Corporation  shall  reimburse  the  Employee  for
reasonable  out-of-pocket  expenses  incurred by the Employee in fulfilling  his
duties.  The  Corporation  shall  provide  the  Employee  with  suitable  office
facilities, equipment, supplies and staff.

         5.4 Equity  Compensation.  In the event the Employee is employed by the
Corporation  pursuant  to the terms of this  Agreement  as of the  second  (2nd)
anniversary   date  of  this   Agreement   (hereinafter   referred   to  as  the
"Determination  Date"), as of the Determination Date the Corporation shall issue
to the  Employee  shares  of Common  Stock of the  Corporation,  fully  paid and
non-assessable  ("Bonus  Shares") having a market value as of the  Determination
Date of not less than the following  amounts,  based upon the cumulative pre-tax
profits of Step of Faith as of the Determination Date:

-------------------------------------    -------------------------------------
Cumulative Pre-Tax Profits of Step of    Market Value of Bonus Shares to be
Faith as of Determination Date           Issued to Employee
-------------------------------------    -------------------------------------
Less than $399,999.99                    -0-
-------------------------------------    -------------------------------------
$400,000.00 - $499,999.99                $50,000.00 in Common Stock of the
                                         Corporation
-------------------------------------    -------------------------------------
$500,000.00- $699,999.99                 $85,000.00
-------------------------------------    -------------------------------------
$700,000.00 or More                      $125,000.00
-------------------------------------    -------------------------------------

                                        2
<PAGE>

         The issuance of the Bonus  Shares to the Employee  shall be governed by
the following general terms and conditions:

                  5.4.1 Bonus  Shares  shall be promptly  issued to the Employee
         after the Determination  Date and a certificate or certificates for the
         Bonus Shares shall be issued in the Employee's name. The Employee shall
         thereupon be a  shareholder  of all of the shares  represented  by said
         certificate or certificates. As such, the Employee will have all of the
         rights of a  shareholder  with  respect to such shares,  including  the
         right to vote them and to receive all dividends and other distributions
         with respect to them.

                  5.4.2  In the  event  that as of the  Determination  Date  the
         shares of the same  class as the  Bonus  Shares  are then  listed on an
         exchange,  the Corporation shall take such action as shall be necessary
         to cause any Bonus Shares  issued  pursuant to this  Agreement  and not
         previously  listed on said exchange to be listed on said exchange.  The
         Corporation  may require  that,  in  acquiring  any Bonus  Shares,  the
         Employee  agree  with,  and  represent  to,  the  Corporation  that the
         Employee is acquiring  such Bonus Shares for the purpose of  investment
         and with no present  intent to transfer,  sell or otherwise  dispose of
         such shares except for such  distribution by a legal  representative as
         shall be required by will or the laws of any jurisdiction in winding up
         the  estate  of  the  Employee.   Such  shares  shall  be  transferable
         thereafter   only  if,  in  the  opinion  of  counsel   (who  shall  be
         satisfactory to the  Corporation),  such transfer at such time complies
         with applicable securities laws.

                  5.4.3 The  cumulative  pre-tax  profits of Step of Faith means
         the non-consolidated  gross income of Step of Faith through all periods
         commencing  as of the merger of Faith Walk  Designs into Step of Faith,
         and  ending  as of the  Determination  Date,  less all  administrative,
         selling and operating expenses of every character  allocable to Step of
         Faith as determined in accordance  with generally  accepted  accounting
         principals,  consistently  applied.  The determination of the certified
         public  accountants of the  Corporation  as to the  cumulative  pre-tax
         profits  Step of  Faith  shall  be  conclusive  and  binding  upon  the
         Corporation and the Employee.

                                       3
<PAGE>

                  5.4.4  In the  event  that as of the  Determination  Date  the
         shares of the same  class as the  Bonus  Shares  are then  listed on an
         exchange,  the "market  value" of the Bonus  Shares to be issued to the
         employee shall be the average  purchase price on the NASDAQ for the ten
         (10) days  preceding the  Determination  Date, or if not then traded or
         listed  on that  system,  on the  securities  trading  system  or stock
         exchange on which the stock is then primarily  traded or listed;  or if
         the stock is not  traded or listed on an  exchange  the  average of the
         reported high and low price on the Determination Date.

                  5.4.5 If the  Employee  dies prior to the  Determination  Date
         while in the employ of the Corporation,  the Corporation shall issue to
         his estate (or  designated  beneficiary  as provided  in Section  5.4.6
         hereof) following the Determination Date a prorata portion of the Bonus
         Shares  which would have been issued to the  Employee  had the Employee
         remained employed by the Corporation until the Determination  Date. The
         prorata  portion shall be  determined  by a fraction,  the numerator of
         which shall be the number of months the  Employee  was  employed by the
         Corporation between the date hereof and the Determination Date, and the
         denominator  of which  shall be the number of months  between  the date
         hereof and the Determination Date.

                  5.4.6 The Employee may file with the Corporation a designation
         of a  beneficiary  or  beneficiaries  on a form to be  provided  by the
         Corporation,  which  designation  may  be  changed  or  revoked  by the
         Employee's sole action, provided that the change or revocation is filed
         with the  Corporation  on a form  provided  by it. In the  event  Bonus
         Shares  are  issuable  to  the  Employee  pursuant  to  the  terms  and
         conditions  of this  Agreement,  but the  Employee  dies  prior  to the
         issuance  of the Bonus  Shares,  any  Bonus  Shares to be issued to the
         Employee  may be  delivered  to the  beneficiary  or  beneficiaries  so
         designated by the Employee or, if no beneficiary has been designated or
         survives the Employee, shall be delivered to, or in accordance with the
         directions of, the surviving spouse of the Employee, or, if there is no
         surviving spouse, the personal representative of the Employee's estate.

         Section 6. Termination.

                                       4
<PAGE>

         6.1 For Cause. The Corporation may terminate the Employee's  employment
at any time "for cause" with immediate effect upon delivering  written notice to
the Employee.  For purposes of this  Agreement,  "for cause" shall include:  (a)
embezzlement,  theft, larceny, material fraud, or other acts of dishonesty;  (b)
conviction of or entrance of a plea of guilty or nolo  contendere to a felony or
other crime which has or may have a material  adverse  effect on the  Employee's
ability to carry out his duties under this  Agreement or upon the  reputation of
the  Corporation;  and  (c)  any  material  breach  of  any  of  the  Employee's
obligations  hereunder not cured within  fifteen (15) days after written  notice
thereof to Employee.  Upon  termination for cause,  the  Corporation's  sole and
exclusive obligation will be to pay the Employee his compensation earned through
the  date  of  termination,  and  the  Employee  shall  not be  entitled  to any
compensation after the date of termination.

         6.2 Upon Death. In the event of the Employee's death during the Term of
this  Agreement,  the  Corporation  shall be obligated to pay to the  Employee's
spouse, if living, or their beneficiary as directed in writing by Employee,  the
full  amount  of  compensation  earned  to the  date of  death.  Payment  of any
compensation  due in the event of death shall be paid within ninety (90) days of
Employee's death.

         6.3 Upon  Disability.  The  Corporation  may terminate  the  Employee's
employment upon the Employee's total disability. The Employee shall be deemed to
be totally  disabled if he is unable to perform his duties under this  Agreement
by reason of mental or physical  illness or  accident  for a period of three (3)
consecutive months. Upon termination by reason of the Employee's disability, the
Corporation  shall be  obligated  to pay to  Employee  the  compensation  earned
through the date of termination.

         6.4  Without  Cause.  The  Corporation  may  terminate  the  Employee's
employment  without cause at any time during the term of this Agreement,  and in
such event,  Corporation  shall be obligated  to pay to Employee  all  remaining
compensation due to Employee over the full Term of this Agreement whether earned
or not earned, within ninety (90) days from Termination.

         6.5  Voluntary   Termination   by  Employee.   In  the  event  Employee
voluntarily  terminates his employment with Corporation  during the Term of this
Agreement,  the Corporation's  sole and exclusive  obligation will be to pay the
Employee his compensation earned through the date of Termination.

                                       5
<PAGE>

         Section 7. Covenant Not to Compete.

         7.1 Covenant.  During Employee's employment with Corporation and in the
event Employee  voluntarily  terminates his  employment  with  Corporation or is
terminated for Cause during the Term of this Agreement,  for a period of two (2)
years after the termination date, the Employee shall not:

                  7.1.1  directly or  indirectly,  either  individually  or as a
         principal,  partner, agent, employee, employer, joint venturer, or as a
         director or officer of any corporation or association,  or in any other
         manner or  capacity  whatsoever,  engage in,  assist or have any active
         interest in a business located anywhere in the United States of America
         that  engages in the  manufacturing  or  importing  of  innovative  and
         fashion-forward  decorative  accessories,  accent furniture,  lamps and
         wall decor, or that otherwise competes with or is substantially similar
         in concept,  design,  format, or otherwise to the business conducted by
         Corporation  on the date  hereof or at any time during the term of this
         covenant,  or that provides goods or services,  purchases from, or does
         business in any manner with Corporation.

                  7.1.2  directly or  indirectly,  either  individually  or as a
         principal,  partner, agent, employee, employer, joint venturer, or as a
         director or officer of any corporation or association,  or in any other
         manner or  capacity  whatsoever,  (a) divert or attempt to divert  from
         Corporation  any  business  with any  customer  or  account  with which
         Employee  had  any  contact  or   association,   which  was  under  the
         supervision  of  Employee,  or the  identity  of which was  learned  by
         Employee as a result of Employee's employment with the Corporation;  or
         (b)   induce   any   salesperson,    distributor,   supplier,   vendor,
         manufacturer,  representative, agent jobber or other person transacting
         business  with the  Corporation,  or to  represent,  distribute or sell
         services or products in  competition  with  services or products of the
         Corporation;  or (c) induce or cause any employee of the Corporation to
         leave the employ of the Corporation.

                  7.1.3  Notwithstanding  the above  provisions  of this current
         Section 7, the parties  agree and  acknowledge  that the conduct of the
         current  activities  of  Employee  and his  spouse,  Kitty  Sandel,  in
         connection  with PVI,  shall not constitute a violation of this Section
         7.

                                       6
<PAGE>

         Section 8. Waiver.  The waiver by the  Corporation of the breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.

         Section 9.  Notices.  Any  notices  permitted  or  required  under this
Agreement  shall  be  deemed  given  upon  the  date  of  personal  delivery  or
forty-eight  (48) hours after deposit in the United  States mail,  postage fully
prepaid, return receipt requested, addressed to the Corporation at:

                  Decorize, Inc.
                  211 South Union Street, Suite F
                  Springfield, Missouri  65802

and addressed to the Employee at:

                  John Michael Sandel
                  10825 Barley Lane, Suite D
                  Houston, TX  77070

or at any other address as any party may, from time to time, designate by notice
given in compliance with this Section.

         Section  10. Law  Governing.  This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Missouri.

         Section  11.  Titles  and  Captions.  All  section  titles or  captions
contained in this  Agreement  are for  convenience  only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.

         Section  12.  Entire  Agreement.  This  Agreement  contains  the entire
understanding   between  and  among  the  parties  and   supersedes   any  prior
understandings  and agreements  among them respecting the subject matter of this
Agreement.

         Section 13. Agreement Binding. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.

         Section 14. Attorney Fees. In the event an arbitration,  suit or action
is brought by any party under this Agreement to enforce any of its terms,  or in
any appeal  therefrom,  it is agreed that the

                                       7
<PAGE>

prevailing  party shall be entitled to reasonable  attorneys fees to be fixed by
the arbitrator, trial court, and/or appellate court.

         Section  15.  Computation  of Time.  In  computing  any  period of time
pursuant to this Agreement,  the day of the act, event or default from which the
designated  period  of time  begins  to run  shall be  included,  unless it is a
Saturday, Sunday, or legal holiday, in which event the period shall begin to run
on the next day which is not a Saturday, Sunday or legal holiday, in which event
the  period  shall run until the end of the next day  thereafter  which is not a
Saturday, Sunday, or legal holiday.

         Section 16.  Pronouns  and Plurals.  All  pronouns  and any  variations
thereof shall be deemed to refer to the masculine,  feminine,  neuter, singular,
or plural as the identity of the person or persons may require.

         Section 17.  Presumption.  This Agreement or any section  thereof shall
not be  construed  against any party due to the fact that said  Agreement or any
section thereof was drafted by said party.

         Section 18.  Further  Action.  The  parties  hereto  shall  execute and
deliver all documents, provide all information and take or forbear from all such
action as may be  necessary  or  appropriate  to achieve  the  purposes  of this
Agreement.

         Section 19.  Parties in Interest.  Nothing herein shall be construed to
be the benefit of any third party,  nor is it intended that any provision  shall
be for the benefit of any third party.

         Section 20. Savings Clause. If any provision of this Agreement,  or the
application  of such  provision  of any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

                                       8
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the day and year first above written.



                                          DECORIZE, INC.


                                          By:  /s/ Jon Baker
                                              ------------------------------
                                               Jon Baker, President

                                          "Corporation"




                                           /s/ John Michael Sandel
                                          ----------------------------------
                                          John Michael Sandel

                                           "Employee"


                                       9

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</DOCUMENT>
