Exhibit 4.3

                                 DECORIZE, INC.
                                1938 East Phelps
                           Springfield, Missouri 65802
                                 (417) 879-3326


                                January 12, 2005


SRC Holdings Corporation
3140 East Division Street
Springfield, MO 65802
Attn:    John P. Stack, President

Quest Capital Alliance, L.L.C.
3140 East Division
Springfield, Missouri  65802
Attn:  Steven W. Fox, General Manager

Re:   Loan Agreement dated as of January 12, 2005, by and between Decorize,
      Inc., a Delaware corporation (the "Company"), and Bank of America, N.A.
      (the "Bank"), providing for a line of credit in an aggregate principal
      amount not to exceed $4,000,000 (the "Loan Agreement")

Ladies and Gentlemen:

         The Bank has requested, as a condition to its making available certain
loans as contemplated under the Loan Agreement, that SRC Holdings Corporation, a
Missouri corporation ("SRC"), provide a limited guaranty in the amount of
$750,000 for the benefit of the Company. Quest Capital Alliance, L.L.C., a
Missouri limited liability company ("Quest"), has agreed to provide a
supplemental guarantee to SRC for $250,000 of the amount guaranteed by SRC,
pursuant to an agreement between Quest and SRC. The Company has requested that
each of SRC and Quest provide the foregoing guarantees in connection with its
entering into the Loan Agreement.

         Accordingly, this letter agreement shall confirm that the parties have
agreed as follows:

                  1. SRC will execute and deliver that certain Commercial
         Guaranty, in the form attached hereto as Exhibit A, which provides for
         a limited guarantee by SRC in the amount of $750,000, with respect to
         the Company's performance under the Loan Agreement (the "Guaranty").
         Quest shall enter into an agreement with SRC whereby it will commit to
         fund no less than $250,000 of the Guaranty if at any time the Bank
         exercises its rights to payment with respect to the Guaranty, and as a
         result SRC pays to the Bank certain amounts in satisfaction of its
         obligations under the Guaranty (such payment by SRC being referred to
         herein as a "Guaranty Payment"). The parties agree that the Guaranty is
         intended to be for a period of eighteen (18) months.


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SRC Holdings Corporation
Quest Capital Alliance, L.L.C.
January 12, 2005
Page 2

                  2. The Company will issue to SRC new five-year warrants in the
         form attached hereto as Exhibit B (the "New Warrants"), which are
         exercisable for an aggregate 1,500,000 shares of the Company's common
         stock, $.001 par value per share ("Common Stock"), at an initial
         exercise price of $0.40 per share.

                  3. The Company will issue to Quest New Warrants, which are
         exercisable for an aggregate 750,000 shares of Common Stock at an
         initial exercise price of $0.40 per share.

                  4. The New Warrants shall provide that if

                                    (a) SRC makes a Guaranty Payment, or

                                    (b) SRC is still required to provide the
                           Guaranty under the Loan Agreement as of June 30,
                           2006, and SRC continues to do so after such date in
                           accordance with the Bank's requirements (a "Guaranty
                           Extension"),

         then the applicable exercise prices under the New Warrants issued to
         SRC and Quest shall be reduced to the lesser of (i) $0.20 per share or
         (ii) an amount per share equal to 50% of the trailing twenty day market
         price for the Common Stock, as further described in the form of the New
         Warrants. The reduced exercise price as so calculated is referred to
         herein as the "Adjusted Price".

                  5. The existing warrants for Common Stock that are held by SRC
         and Quest, exercisable for an aggregate 1,500,000 shares of Common
         Stock and an aggregate 1,057,143 shares of Common Stock, respectively,
         shall be and hereby are amended such that (a) the "Exercise Price"
         applicable thereunder as of the date of this letter agreement shall be
         equal to $0.40, (b) the exercise period of such warrants shall be
         reduced such that 50% shall expire six (6) months from the date of
         issuance of the amended warrants and the remaining 50% shall expire one
         year from the date of issuance, and (c) the "Exercise Price" shall be
         further reduced to the Adjusted Price upon the occurrence of a Guaranty
         Payment or a Guaranty Extension. The Company shall prepare amended
         warrant certificates in replacement of the existing warrants within
         three (3) business days of the execution of this letter agreement,
         which shall be issued upon delivery of the existing warrants to the
         Company.

                  6. The Company shall obtain within thirty (30) days of the
         execution of this letter agreement, and shall at all times thereafter
         during the effectiveness of the Guaranty keep in full force and effect,
         at its sole cost and expense, three separate key-man life insurance
         policies on Steve Crowder, President and CEO of the Company, in the
         amounts of $2,000,000, $1,000,000 and $1,000,000, respectively. SRC
         shall be the named beneficiary of the policy in the face amount of
         $2,000,000, Quest shall be the named beneficiary of the policy in the
         face amount of $1,000,000, and the Company shall be the named
         beneficiary of the remaining $1,000,000 policy. Each of the foregoing
         insurance policies shall provide that (a) such insurance shall be
         primary and shall not contribute with any insurance carried by the
         beneficiary(ies), and (b) the insurance company issuing the same shall
         notify the named beneficiary no less than thirty (30) days prior to the
         expiration date of the policy if the policy is not renewed prior to
         such date. All insurance policies or duly executed certificates for the
         same required to be carried by the Company hereunder, together with
         satisfactory evidence of the payment of the premiums thereof, shall be
         delivered to SRC (a) no later than the thirtieth (30th) day following
         execution of this letter agreement, and (b) upon renewals of such
         policies, not less than fifteen (15) days prior to the expiration of
         the term of the same, but no less than annually.


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SRC Holdings Corporation
Quest Capital Alliance, L.L.C.
January 12, 2005
Page 3

                  7. The Company agrees that the terms of its outstanding shares
         of Series A Convertible Preferred Stock, $.001 par value per share (the
         "Preferred Stock"), shall be amended such that (a) the conversion price
         for the Preferred Stock shall be immediately reduced to $0.40 per
         share, and (b) upon the occurrence of a Guaranty Payment or a Guaranty
         Extension, the conversion price for the Preferred Stock shall be
         further reduced to the Adjusted Price. The Company shall make such
         filings as are appropriate to reflect the foregoing change as soon as
         reasonably practicable.

                  8. The Company shall issue an amended and restated promissory
         note, in the form of Exhibit C (the "New Note"), in substitution and
         replacement of that certain First Amended and Restated Secured
         Promissory Note in the original principal amount of $750,000, which was
         issued on September 30, 2004 (the "Original Note"). The New Note shall
         be subordinate to the indebtedness owed to the Bank and shall be
         convertible for shares of Common Stock at an initial conversion price
         equal to $0.40 per share. Upon the occurrence of a Guaranty Payment or
         a Guaranty Extension, the conversion price under the New Note shall be
         further reduced to the Adjusted Price.

                  9. The Company agrees that if SRC makes a Guaranty Payment,
         then in addition to the conversion and exercise price adjustments
         referred to above, the Company shall, within ten (10) days of such
         occurrence, issue and deliver 1,250,000 shares of Common Stock to SRC
         and 625,000 shares of Common Stock to Quest. No such issuance shall be
         made in connection with a Guaranty Extension.

                  10. The Company agrees that within thirty (30) days of it
         receiving notice of (a) an exercise of the New Warrants or any existing
         warrants held by SRC or Quest, (b) the conversion of the New Note, or
         (c) the issuance of shares as contemplated under paragraph 9 of this
         letter agreement, it shall file a registration statement to register
         the resale of all shares of Common Stock held by SRC and Quest,
         including those issued or issuable to them under the terms of this
         letter agreement.

                  11. This letter agreement constitutes the entire agreement
         between the undersigned and merges all prior and contemporaneous
         communications with respect to the subject matter hereof. This letter
         agreement may not be amended or otherwise modified except by an
         instrument in writing signed by the parties hereto. Except for the
         payment of a monthly fee described above, each party will bear its own
         expenses in connection with the transactions contemplated hereby,
         whether or not a transaction is consummated. This letter agreement will
         be governed by and construed in accordance with the laws of the State
         of Delaware, but without giving effect to applicable principles of
         conflicts of law to the extent that the application of the laws of
         another jurisdiction would be required thereby. This letter agreement
         may be executed in one or more counterparts, all of which shall be
         considered one and the same agreement, and shall become effective when
         one or more such counterparts have been executed by each of the parties
         and delivered to the other parties.


<PAGE>
SRC Holdings Corporation
Quest Capital Alliance, L.L.C.
January 12, 2005
Page 4


                  12. By executing this letter agreement, each party represents
         and warrants that it is duly authorized and empowered to execute,
         deliver and perform its respective obligations under this letter
         agreement, that the persons executing on such party's behalf are duly
         authorized to do so, and that this letter agreement represents such
         party's final and binding obligation. Furthermore, each party
         represents and warrants that none of the execution, delivery or
         performance of this letter agreement violates any material agreement,
         court order or legal regulation, statute or obligation applicable to
         such party.

                  13. The parties agree that the Company's obligations
         hereunder, including those with respect to the amendment or issuance of
         securities under paragraphs 2, 5, 7, 8 and 9 of this letter agreement,
         are subject to the Company first making all appropriate regulatory
         filings and obtaining such regulatory approvals as are required under
         applicable federal securities laws and the American Stock Exchange
         ("AMEX"), including the filing of an information statement under
         Section 14 of the Securities Exchange Act of 1934, as amended, and
         completing all requisite waiting periods thereunder. The Company shall
         use its best reasonable efforts to obtain such approvals and make such
         filings no later than thirty-five (35) days following the date of this
         letter agreement. Without limiting the foregoing, the Company agrees
         that it shall (i) make any filings with AMEX with respect to the notice
         of listing of additional shares no later than ten (10) days following
         the date of this letter agreement, and (ii) file such proxy or other
         materials as are appropriate in connection with obtaining stockholder
         approval no later than seven (7) days following the date of this letter
         agreement. If the Company does not obtain all requisite stockholder and
         other approvals, such that it is able to perform and it does perform
         all its obligations hereunder, then (i) all indebtedness owed by the
         Company to SRC under the New Note, the Original Note or any other
         instrument shall be immediately due and payable in full to SRC, without
         any further action by either party, (ii) all actions and obligations
         taken by SRC and Quest in reliance on this letter agreement shall be
         null and void, and the Company shall take all actions as are necessary
         to terminate any agreements or obligations of those parties as a result
         of such actions and to otherwise return all parties to the position at
         which they were prior to entering into the transactions contemplated
         by, or made in reliance upon, this letter agreement, (iii) the Company
         shall take all actions as are necessary to permanently release SRC and
         Quest from any undertakings, agreements or obligations under this
         letter agreement, including without limitation the Guaranty and any
         other security agreements or other instruments executed in connection
         with the Loan Agreement or for the benefit of the Bank, and (iv) at any
         time after the 50th day following the date of this letter agreement,
         SRC may demand the Company pay to SRC an amount equal to $500,000 in
         liquidated damages, with all parties agreeing that the foregoing amount
         due Aurum is not intended as a penalty, but in light of the difficulty
         of calculating actual damages represents a good faith estimate of the
         damages to be caused to SRC by the Company's failure to perform.


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SRC Holdings Corporation
Quest Capital Alliance, L.L.C.
January 12, 2005
Page 5


         If the foregoing proposal is satisfactory to you, will you please so
indicate by signing this letter or a counterpart in the spaces provided below
and returning it to us. If you have not signed and returned this letter on or
before the end of the business day on January 14, 2005, this letter shall expire
and be of no further force and effect.

                                   Sincerely,

                                   DECORIZE, INC.


                                   By: /s/ Steve Crowder
                                      ---------------------------------------
                                      Steve Crowder
                                      President and Chief Executive Officer

ACKNOWLEDGED AND AGREED:

SRC HOLDINGS CORPORATION


By: /s/ John P. Stack                  Date:
   ----------------------------------        ------------------------------
   John P. Stack, President

QUEST CAPITAL ALLIANCE, L.L.C.


By: /s/ Steven W. Fox                  Date:
   ----------------------------------        ------------------------------
   Steven W. Fox, General Manager