Exhibit 4.4

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT
PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


                               WARRANT CERTIFICATE

                          For Purchase of Common Stock

                                       of

                                 DECORIZE, INC.

                            ___________________, 2005


         THIS CERTIFIES THAT, for value received, SRC Holdings Corporation, a
Missouri corporation, whose address is 3140 East Division, Springfield, Missouri
65802, or its registered transferees or assigns ("Holder"), is entitled, subject
to the terms and conditions hereinafter set forth, to purchase from Decorize,
Inc., a Delaware corporation (the "Company"), One Million Five Hundred Thousand
(1,500,000) fully paid and nonassessable shares of common stock, $.001 par value
per share ("Common Stock"), of the Company (the shares of Common Stock issuable
under this Warrant being referred to as the "Warrant Shares").

         This Warrant may be exercised by presentation and surrender of this
Warrant Certificate, together with (i) a completed and executed Election to
Purchase in the form attached as Annex I hereto, at any time during the Exercise
Period (as hereinafter defined), at the principal office of the Company or at
such other office as shall have been theretofore designated by the Company by
notice pursuant hereto, and (ii) payment to the Company of the applicable
purchase price, as hereinafter set forth. In certain contingencies provided for
below, the number of Warrant Shares subject to purchase hereunder or the
purchase price thereof are subject to adjustment.

         This Warrant is subject to the following terms and conditions:

         1. Exercise of Warrant.

                  (a) The purchase rights which are represented by this Warrant
are exercisable at the option of the holder hereof, in whole at any time, or in
part from time to time (but not as to a fractional share of Common Stock),
during the Exercise Period. In the case of the purchase of, or the surrender of
<PAGE>

rights to purchase, less than all the shares purchasable under this Warrant, the
Company shall cancel this Warrant upon the surrender hereof and shall execute
and deliver a new Warrant of like tenor for the balance of the shares
purchasable hereunder.

                  (b) The term "Exercise Period" shall mean and refer to a
period commencing on the date hereof and ending at midnight, central time, on
the date that is five (5) years from the date of this Warrant.

         2. Price. The purchase price of each Warrant Share purchasable pursuant
to the exercise of this Warrant (the "Exercise Price") shall be $0.40, subject
to adjustment as set forth herein, payable by bank check or wire transfer of
same day funds. Notwithstanding the foregoing, upon exercise of this Warrant,
the holder may deliver in payment of a portion or all of the Warrant Shares,
certain of the Warrant Shares issuable upon exercise of the Warrant, which shall
be valued at the Fair Market Value (as hereinafter defined) of such stock on the
date of exercise of the Warrant. For purposes of this Warrant, "Fair Market
Value" of the Warrant Shares shall mean:

                  (i) if the principal trading market for such securities is a
         national or regional securities exchange, the average closing price on
         such exchange for the twenty (20) trading days immediately prior to
         such Exercise Date;

                  (ii) if sales prices for shares of Common Stock are reported
         by the Nasdaq National Market System or Nasdaq Small Cap Market (or a
         similar system then in use), the average last reported sales price for
         the twenty (20) trading days immediately prior to such Exercise Date;
         or

                  (iii) if neither (i) nor (ii) above are applicable, and if bid
         and ask prices for shares of Common Stock are reported in the
         over-the-counter market by Nasdaq (or, if not so reported, by the
         National Quotation Bureau), the average of the high bid and low ask
         prices so reported for the twenty (20) trading days immediately prior
         to such Exercise Date.

         Notwithstanding the foregoing, if there is no reported closing price,
last reported sales price, or bid and ask prices, as the case may be, for the
period in question, then the current market price shall be determined as of the
latest twenty (20) trading day period prior to such day for which such closing
price, last reported sales price, or bid and ask prices, as the case may be, are
available, unless such securities have not been traded on an exchange or in the
over-the-counter market for thirty (30) or more days immediately prior to the
day in question, in which case the current market price shall be determined in
good faith by, and reflected in a formal resolution of, the Board of Directors
of the Company.

         3. Anti-Dilution Provisions. The Exercise Price in effect at any time
and the number of Warrant Shares and kind of securities purchasable upon the
exercise of this Warrant shall be subject to adjustment from time to time upon
the happening of any of the following events:

                  (a) In case at any time the Company shall subdivide its
         outstanding shares of Common Stock into a greater number of shares, the
         Exercise Price in effect immediately prior to such subdivision shall be
         proportionately reduced. In case at any time the outstanding shares of
         Common Stock of the Company shall be combined into a smaller number of
         shares, the Exercise Price in effect immediately prior to such
         combination shall be proportionately increased.


                                       2
<PAGE>

                  (b) In case of any reclassification, capital reorganization or
         other change of outstanding shares of Common Stock, or in case of any
         consolidation, merger or other business combination of the Company with
         or into another corporation or other entity (other than a merger with a
         subsidiary in which merger the Company shall be the continuing
         corporation and which shall not result in any reclassification, capital
         reorganization or other change of outstanding shares of Common Stock of
         the class issuable upon conversion of this Warrant) or in case of any
         sale, lease or conveyance to another corporation or other entity of all
         or substantially all of the assets of the Company, the Company shall
         cause effective provisions to be made so that the holder of this
         Warrant, upon exercise of the Warrant Shares receivable upon the
         exercise of all Warrant Shares at any time after the consummation of
         such reclassification, change, consolidation, merger, sale, lease,
         conveyance, dividend or distribution, shall be entitled to receive for
         such shares of Common Stock the stock or other securities or property
         to which the holder of this Warrant would have been entitled upon such
         consummation if such Warrant had been exercised into shares of Common
         Stock immediately prior to such consummation. Any such provision shall
         include provisions for adjustments that shall be as nearly equivalent
         as may be practicable to the adjustments provided for in this Warrant.
         The foregoing provisions of this paragraph (b) shall similarly apply to
         successive reclassifications, capital reorganizations and changes of
         shares of Common Stock and to successive consolidations, mergers,
         sales, leases or conveyances. In the event that, in connection with any
         such capital reorganization or reclassification, consolidation, merger,
         sale, lease or conveyance, additional shares of Common Stock shall be
         issued in exchange, conversion, substitution or payment, in whole or in
         part, for a security of the Company other than Common Stock, any such
         issue shall be treated as an issue of Common Stock subject to the
         provisions of this Section 3.

                  (c) In case at any time the Company shall fix a record date
         for purposes of effecting a dividend or distribution on the Common
         Stock (whether in the form of cash, Common Stock, or other securities
         or other property), the Exercise Price to be in effect after such
         record date shall be determined by multiplying the Exercise Price in
         effect immediately prior to such record date by a fraction, the
         numerator of which shall be the current market price per share of
         Common Stock on such record date, less the amount of cash so to be
         distributed (or the fair market value (as determined in good faith by,
         and reflected in a formal resolution of, the Board of Directors of the
         Company)) of the portion of the assets, securities or evidences of
         indebtedness so to be distributed, or of such subscription rights or
         warrants, applicable to one share of Common Stock, and the denominator
         of which shall be such current market price per share of Common Stock.
         Such adjustment shall be made successively whenever such a record date
         is fixed; and in the event that such distribution is not so made, the
         Exercise Price shall again be adjusted to be the Exercise Price, which
         would then be in effect if such record date had not been fixed.

                                       3
<PAGE>

                  (d) Concurrent with the delivery of this Warrant by the
         Company to Holder, and in consideration thereof, Holder has agreed to
         provide a limited guaranty of the Company's obligations in connection
         with a credit facility to be obtained by the Company from Bank of
         America, N.A. ("Bank"), in the form acceptable to Bank (the
         "Guaranty"). In case at any time Bank exercises its rights to payment
         with respect to the Guaranty, and as a result Holder pays Bank certain
         amounts in satisfaction of its obligations under the Guaranty, then the
         Exercise Price in effect immediately prior to such action taken by the
         Bank shall be reduced to an amount equal to the lesser of (i) the
         product of (A) 0.50 and (B) the Fair Market Value of the Common Stock
         as of the date on which such foreclosure action was taken, or (ii)
         $0.20 per share (such Exercise Price being the "Adjusted Price").

(e)   If 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, then the Exercise Price in effect
      immediately prior to such date shall be reduced to an amount equal to the
      Adjusted Price.

(f)   In each case of any event described above that may require any adjustment
      or readjustment in the shares of Common Stock issuable upon the exercise
      of this Warrant, the Company at its expense will promptly cause its
      independent certified public accountants, or in the event of any conflict
      such independent certified public accountants as are selected by the Board
      of Directors, to compute the adjustment or readjustment, if any, in
      accordance with this Warrant and prepare a certificate setting forth the
      adjustment or readjustment, or stating the reasons why no adjustment or
      readjustment is being made, and showing, in reasonable detail, the
      analysis of the facts, as separately certified by the Company, upon which
      any such adjustment or readjustment is based, including a statement of:

                           (i) the number of shares of Common Stock then
                  outstanding on a fully diluted basis, and

                           (ii) the number of shares of Common Stock to be
                  received upon exercise of this Warrant, in effect immediately
                  before the adjustment or readjustment and as adjusted and
                  readjusted on account thereof.

         The Company will promptly mail a copy of each such certificate to each
         Holder, and will, on the written request at any time of any Holder,
         furnish to Holder a copy of the foregoing certificate setting forth the
         calculations used to determine the adjustment or readjustment.

         4. Representations of Holder. In consideration of the issuance of the
Warrants, Holder represents, warrants and covenants, to the Company as follows:

                  (a) Authorization. Holder is duly organized, validly existing
         and in good standing under the laws of its jurisdiction. Holder has the
         necessary power and authority to execute and deliver this Warrant and

                                       4
<PAGE>

         to perform its obligations hereunder. The execution and delivery of,
         and the performance under, this Warrant by Holder will not conflict
         with any rule, regulation, judgment or agreement applicable to Holder.

                  (b) Investment Purpose. Holder was not formed for the purpose
         of acquiring the Warrants or the Warrant Shares. Holder is purchasing
         the Warrants (and will, upon exercise hereof, purchase the Warrant
         Shares) for investment purposes and not with a present view to, or for
         sale in connection with, a distribution thereof within the meaning of
         the Securities Act of 1933, as amended (the "Securities Act"). Holder
         understands that it may not be able to sell or otherwise dispose of the
         Warrants or the Warrant Shares, and accordingly it must bear the
         economic risk of this investment indefinitely.

                  (c) Reliance On Exemptions. Holder understands that neither
         the Warrants nor the Warrant Shares have been registered under the
         Securities Act or any state securities laws and are being offered and
         sold in reliance upon specific exemptions from the registration
         requirements of federal and state securities laws, and that the Company
         is relying upon the truth and accuracy of the representations and
         warranties of Holder set forth herein in order to determine the
         availability of such exemptions and the eligibility of Holder to
         acquire the Warrants and the Warrant Shares.

                  (d) Information. Holder has been furnished all documents
         relating to the business, finances and operations of the Company that
         Holder requested from the Company and has evaluated the risks and
         merits associated with an investment in the Warrants and the Warrant
         Shares to its satisfaction. Holder has been afforded the opportunity to
         ask questions of the Company's representatives concerning the Company
         in making the decision to purchase and acquire the Warrants and the
         Warrant Shares, and such questions have been answered to its
         satisfaction.

                  (e) Governmental Review. Holder understands that no federal or
         state agency or any other government or governmental agency has passed
         upon or made any recommendation or endorsement of the Warrants or the
         Warrant Shares.

                  (f) Holder's Qualifications. Holder is an "accredited
         investor" as defined in Rule 501 under Regulation D of the Securities
         Act. Holder is capable of evaluating the merits and risks of an
         investment in the Warrants and the Warrant Shares.

                  (g) Restrictions on Transfer. Holder covenants and agrees that
         it shall not transfer any of the Warrants or the Warrant Shares unless
         such Securities are registered under the Securities Act or unless an
         exemption from registration and qualification requirements is available
         under the Securities Act and applicable state securities laws and the
         Company has received an opinion of counsel satisfactory to it stating
         that such registration and qualification is not required. Holder
         understands that certificates representing the Warrants and the Warrant
         Shares shall bear the following, or a substantially similar, legend
         until such time as they have been registered under the Securities Act
         or otherwise may be sold without volume or other limitations under Rule
         144 promulgated under the Securities Act:

                                       5
<PAGE>

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
                  UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
                  OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT
                  PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE
                  SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN OPINION
                  OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
                  IS NOT REQUIRED.

                  (h) Residence. Holder is domiciled within the jurisdiction set
         forth under its name on the signature pages hereto.

                  (i) Compliance with Laws. Holder further represents to the
         Company that:


                           (i) it 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 in connection with issuing this
                  Warrant; and

                           (ii) Holder will at all times comply with all
                  applicable laws relating to its activities under this Warrant,
                  including without limitation all applicable federal and state
                  securities laws and regulations.

         5. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Warrant Shares, but
will make a payment in cash based on the Exercise Price in effect at that time.

         6. Exchange and Replacement of Warrant. This Warrant is exchangeable,
upon the surrender hereof by the registered holder at the principal office of
the Company, for new Warrants of like tenor and date representing the right to
purchase the number of shares purchasable hereunder, registered in such names as
requested by such holder (subject to the approval and consent of the Company),
each of such new Warrants to represent the right to purchase such number of
shares as shall be designated by said registered holder at the time of such
surrender. Upon receipt by the Company of (a) evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant and, in case
of loss, theft or destruction, and (b) indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant or Warrants of like
tenor, in lieu of this Warrant.

         7. Rights Prior to Exercise of Warrant. Prior to the exercise of this
Warrant, the holder of this Warrant shall not, by reason of this Warrant or the
shares underlying this Warrant, be entitled to any rights of a stockholder of
the Company, including without limitation the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights and shall
not thereby be entitled to receive any notice of any proceedings of the Company,
except as specifically provided herein.

                                       6
<PAGE>

         8. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

         9. Transferability; Successors. No transfer of a Warrant for less than
100,000 shares shall be valid unless made by the registered holder with the
prior written consent of the Company, which shall not be unreasonably withheld.
The terms of this Warrant shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, personal representatives,
successors and assigns and shall be binding upon any person, firm, corporation
or other entity to whom this Warrant and any shares of Common Stock issuable
upon exercise hereof are assigned or transferred (even if in violation of the
provisions of this Warrant) and the heirs, executors, personal representatives,
successors and assigns of such person, firm, corporation or other entity.

         10. Amendment and Waiver. Any changes in or additions to this Warrant
may be made, and compliance with any covenant or provision herein set forth may
be waived, only if the Company shall obtain consent thereto in writing from the
holder of this Warrant. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         11. Governing Law; Venue. This Warrant shall be construed in accordance
with and be governed by the laws of the State of Delaware without regard to its
conflict of laws provisions. The parties irrevocably submit to the non-exclusive
jurisdiction of the state and federal courts located in Greene County, Missouri
for the purpose of any suit, action or other proceeding arising out of or based
on this Warrant or its subject matter. Each party, to the extent applicable law
permits, waives, and will not assert by way of motion, as a defense or
otherwise, in any suit, action or proceeding brought in the above-named courts,
any claim that (a) it is not subject personally to the jurisdiction of those
courts, (b) the suit, action or proceeding is brought in an inconvenient forum,
(c) the venue of the suit, action or proceeding is improper, or (d) this Warrant
or its subject matter may not be enforced in or by these courts.


                                       7
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and delivered as an instrument under seal and as of the date first above
written.

                                  DECORIZE, INC.,
                                  a Delaware corporation


                                  By:
                                      ------------------------------------------
                                  Name:    Steve Crowder
                                  Title:   President and Chief Executive Officer


                                       8
<PAGE>

                                                                         ANNEX I

                              ELECTION TO PURCHASE



TO: DECORIZE, INC.


                  The undersigned owner of the accompanying Warrant hereby
irrevocably exercises the option to purchase _______________ Warrant Shares in
accordance with the terms of such Warrant, directs that the Warrant Shares
issuable and deliverable upon such purchase (together with any check for a
fractional interest) be issued in the name of and delivered to the undersigned,
and makes payment in full therefor at the Exercise Price provided in such
Warrant.

COMPLETE FOR REGISTRATION OF WARRANT SHARES ON THE STOCK TRANSFER RECORDS
MAINTAINED BY THE COMPANY:

                                SRC HOLDINGS CORPORATION,
                                a Missouri corporation


                                By:
                                    --------------------------------------------
                                Name:  John P. Stack
                                Title:  President and CEO
                                Address:      3140 East Division
                                              Springfield, Missouri  65802
                                              Attn:  President

                                ------------------------------------------------
                                Social Security or Other Identifying Number

                                Date:                                    , 20
                                     ------------------------------------    ---