Exhibit 4.20 CONSULTANT AGREEMENT This Agreement is made and entered into as of the 1st day of March 2003, between Decorize, Inc.(the "Company") and Evan Kaye ("Consultant"). In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Purpose. The Company hereby employs the Consultant during the Term (as defined below) to render consulting advice to the Company and its associates in connection with investor relations, upon the terms and conditions set forth herein. 2. Term. This Agreement shall be effective for a four-month period (the "Term") commencing on the date hereof and ending on June 30, 2003. 3 .Duties of Consultant. During the term of this Agreement, the Consultant shall provide the Company those services described on Exhibit A which is attached hereto and made a part hereof. Notwithstanding the foregoing, it is understood and acknowledged by the parties that the Consultant: (a) shall perform its analysis and reach its conclusions about the Company independently; and (b) shall not render advice and/or services to the Company in any manner, directly or indirectly, that is in connection with the offer or sale of securities in a capital raising transaction or that could result in market making. This engagement does not create an agency relationship, and Consultant shall have no authority to bind the Company or make any statements, assurances or commitments on its behalf. 4. Activities; Indemnification. Consultant agrees that it will conduct its activities on behalf of the Company and its associate in compliance with all applicable state and federal laws Consultant will not act, or fail to act, in any way that might make unavailable to the Company any of the exemptions from registration under both state and federal securities law that it is relying upon. Consultantshall indemnify the Company and its officers, directors, stockholders and associates fully against any and all costs and claims arising from Consultant's failure to comply with the foregoing covenants. 5. Compensation. For services to be rendered by the Consultant hereunder, the Consultant shall be paid 30,000 restricted shares of Decorize, Inc., payable 10,000 shares upon execution of this agreement and 6,667 shares each on April 1 and May 1, and 6,666 shares on June 1, 2003. 6. Further Agreements. Because of the nature of the services being provided by Consultant hereunder, Consultant acknowledges that Company may not, and does not intend to, provide Consultant any confidential information and that Consultant will receive only information that is provided to the investing community. Without limiting anything in Section 4, if Consultant obtains any such information, it shall maintain the
confidentiality of such information and refrain from any disclosure of such information not authorized by the Company in writing. 7. Severability. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 8. Governing Law: Venue: Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Missouri, without reference to principles of conflicts or choice of law thereof. Each of the parties consents to the jurisdiction of the state courts of the State of Missouri in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdiction. Each party to this Agreement irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. Each party waives its right to a trial by jury. 9.Miscellaneous. (a) Any notice or other communication between parties hereto shall be sufficiently given if sent by certified or registered mail, postage prepaid, if to the Consultant, addressed to it at 325 East 64th Street, New York, New York 10021, or to Decorize, Inc. at 1938 East Phelps, Springfield, Missouri, 65802 or such address as may hereafter be designated in writing by one party to the other. Any notice or other communication hereunder shall be deemed given three days after deposit in the mail if mailed by certified mail, return receipt requested, or on the day after deposit with an overnight courier service for next day delivery, or on the date delivered by hand or by facsimile with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated above (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received). (b) This Agreement embodies the entire Agreement and understanding between the Company and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and prior arrangements and understandings related to the central subject matter hereof. (c) This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and the Consultant. (d) This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to the benefit of each party's successors but may not be assigned without the prior written approval of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof. CONSULTANT: EVAN KAYE /s/ Evan Kaye ----------------------------------------- DECORIZE, INC. By: /s/ Alex Budzinsky --------------------------------------
EXHIBIT A Meetings and other communication with institutional investors, brokers and brokerage firms to develop interest in and support for the Company. Maintenance of database of institutional investors, brokers and brokerage firms to whom Company is presented or with whom Company is discussed