Exhibit 4.6

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 BORROWER OF AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT
SUCH REGISTRATION IS NOT REQUIRED.

                                 DECORIZE, INC.
               SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE

$750,000.00                             Springfield, Missouri ____________, 2005

         FOR VALUE RECEIVED, the undersigned, Decorize, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
SRC Holdings Corporation, a Missouri corporation (herein called "Lender"), the
principal sum of Seven Hundred Fifty Thousand and NO/100 Dollars ($750,000.00),
together with interest on the unpaid principal balance thereof as hereinafter
set forth in this Note. Both principal and interest are payable as herein
provided in lawful money of the United States of America at the address provided
by Lender for purposes of payment, or at such other place as from time to time
may be designated by the holder of this Note.

         This Note is issued in replacement of and substitution for 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 "First Amended
Note"), which in turn was issued in replacement and substitution for that
certain Secured Line of Credit Promissory Note in the original principal amount
of up to $500,000, which was issued on April 29, 2004 (the "Original Note").
Upon issuance of this Note, the First Amended Note shall be of no further force
or effect, and shall be deemed amended and restated in its entirety by this
Note. Accordingly, this Note is entitled to the benefits of and restrictions
imposed upon the First Amended Note, and this Note (a) shall be deemed issued
and delivered in conjunction with that certain Security Agreement dated April
29, 2004, entered into by and between Borrower and Lender in connection with the
issuance of the Original Note (as from time to time supplemented, amended or
restated, the "Security Agreement"), and is the "Note" as defined therein, and
(b) shall be secured by all of the Collateral (as such term is defined in the
Security Agreement) of Borrower. Reference is hereby made to the Security
Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for a description of the nature
and extent of the security thereby provided and the rights of the parties
thereto.

         This Note (exclusive of any past due principal or interest) from time
to time outstanding shall bear interest on each day outstanding at the Base Rate
(as defined below) in effect on such day. The "Base Rate" of this Note shall be
equal to the prime rate per annum, as published by the Wall Street Journal for
any given day, plus one-half percent (.5%). Each change in the Base Rate shall
become effective without prior notice to Borrower automatically as of the
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opening of business on the date of such change in the Base Rate. Upon the
occurrence of an Event of Default, all past due principal of and past due
interest under this Note shall bear interest on each day outstanding at a rate
per annum equal to the Base Rate plus three percent (3%) (the "Default Rate").
If any Event of Default is cured by Borrower or waived by Lender, the Default
Rate shall not apply for any period following such cure or waiver, as
applicable. Notwithstanding anything to the contrary in this paragraph, in no
event shall the Base Rate or the Default Rate exceed the Highest Lawful Rate (as
defined below), and if at any time either of those rates exceed the Highest
Lawful Rate, then such rate shall be deemed modified to equal the Highest Lawful
Rate, for so long as such rate exceeds the Highest Lawful Rate.

         Interest payments on the unpaid principal balance of this Note shall be
made in monthly installments over the term of this Note on the 1st day of each
calendar month, commencing on February 1, 2005. All payments made under this
Note shall be applied first to costs of enforcement or collection of this Note
(if any), second, to accrued but unpaid interest, and third, to outstanding
principal. The outstanding principal amount of this Note, together with all
accrued but unpaid interest thereon, shall be due and payable in full upon
demand by Lender at any time after issuance of this Note.

         It is the intention of the parties to comply with all applicable laws.
Accordingly, it is agreed that, notwithstanding any provisions to the contrary
in this Note, interest on the debt evidenced by this Note shall not at any time
exceed the maximum amount of non-usurious interest that may be contracted for,
taken, reserved, charged or received under applicable law (the "Highest Lawful
Rate"). Any interest in excess of that maximum amount shall be credited on the
principal of the debt or, if that has been paid, refunded. It is further agreed
that, without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged, or received under this Note that are made for
the purpose of determining whether such rate exceeds the Highest Lawful Rate
shall be made, to the extent permitted by applicable law, by amortizing,
prorating, allocating, and spreading in equal parts during the period of the
full term of the indebtedness evidenced hereby, all interest at any time
contracted for, charged, or received from Borrower or otherwise by the holder or
holders hereof in connection with such indebtedness.

         For purposes of this Note, the following events shall constitute an
"Event of Default":

                  (a) the default by Borrower in any required payment of
         principal of or interest on this Note; or

                  (b) Borrower breaches or otherwise fails to perform or observe
         any covenant or agreement that is set forth in this Note or in the
         Security Agreement; or

                  (c) the entry of a decree or order for relief by a court
         having jurisdiction in respect of Borrower in an involuntary case under
         the federal bankruptcy laws, as now or hereafter constituted, or any
         other applicable federal or state bankruptcy, insolvency or other
         similar law, which is not vacated or dismissed within sixty (60) days,
         or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or other similar official) of Borrower or for any
         substantial part of its property, or ordering the winding up or
         liquidation of its affairs; or

                  (d) the commencement by Borrower or any affiliate thereof of a
         voluntary case under the federal bankruptcy laws, as now constituted or
         hereafter amended, or any other applicable federal or state bankruptcy,

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<PAGE>

         insolvency or other similar law, or the consent by it to the
         appointment to or taking possession by a receiver, liquidator,
         assignee, trustee, custodian, sequestrator (or other similar official)
         of Borrower or for any substantial part of its property, or the making
         by it of any assignment for the benefit of creditors, or the admission
         by it in writing of its inability to pay its debts generally as they
         become due; or

(e) if Borrower is liquidated or winds up its affairs; or

(f)      the sale or liquidation of all or substantially all of the assets of
         Borrower; or
(g)      if there is an event of default by Borrower, which is not cured within
         any applicable grace periods, under the Loan Agreement dated as of
         January 12, 2005, between Bank of America, N.A. ("Bank") and the
         Borrower (as amended, restated, substituted or replaced, the "Loan
         Agreement") or any security agreement, certificate, instrument or other
         agreement entered into by Borrower in connection with the Loan
         Agreement, including any of the foregoing entered into by any successor
         or substitute lender providing a facility in replacement or
         confirmation of that set forth in the Loan Agreement; or

(h)      if Lender is still required to guaranty Borrower's performance of its
         obligations under the Loan Agreement as of June 30, 2006, and Lender
         continues to do so after such date in accordance with Bank's
         requirements (a "Guaranty Extension").

         Upon the occurrence of an Event of Default, then, and in every such
case, the holder of this Note may declare the principal of this Note, together
with all accrued and unpaid interest thereon to be due and payable immediately,
and the same shall become and be due and payable, without presentment, demand,
protest, notice of intent to accelerate or other notice of any kind all of which
are expressly waived, and Lender may exercise all remedies available at law, in
equity or hereunder.

         If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note, jointly and severally, agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.

         Borrower and all endorsers, sureties and guarantors of this Note hereby
severally waive demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder
hereof, whether before or after maturity.

         THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY APPLICABLE
FEDERAL LAW. The parties irrevocably submit to the exclusive jurisdiction of the
state and federal courts located in Greene County, Missouri for the purpose of

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<PAGE>

any suit, action or other proceeding arising out of or based on this Note. 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) any of these agreements and instruments, or their respective
subject matter, may not be enforced in or by these courts.

         At any time upon three (3) days written notice to Borrower, Lender may
in its sole discretion convert all or any portion of the outstanding balance of
this Note, including accrued but unpaid interest hereon, into shares of common
stock, $.001 par value, of Borrower (the "Common Stock") at a conversion price
equal to $0.40 per share, subject to adjustment as set forth herein (the
"Conversion Price"). Lender covenants and agrees that it shall not transfer this
Note or any shares of Common Stock issued upon conversion of this Note
("Conversion Shares"), unless such securities are registered under the Act or
unless an exemption from registration and qualification requirements is
available under the Act and applicable state securities laws and Borrower has
received an opinion of counsel satisfactory to it stating that such registration
and qualification is not required. Lender understands that certificates
representing the Conversion Shares shall bear the following legend, or a
substantially similar legend, until such time as they have been registered under
the Act or otherwise may be sold without volume or other limitations under Rule
144 promulgated under the Act:

         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.

         If at any time after issuance of this Note (a) Bank exercises its
rights to payment with respect to the guaranty made by Lender in connection with
the Loan Agreement (the "Guaranty"), and as a result Lender pays Bank certain
amounts in satisfaction of its obligations under the Guaranty, or (b) Lender
makes a Guaranty Extension, then the Conversion Price shall automatically be
reduced to an amount equal to the lesser of (i) the product of (A) 0.50 and (B)
the Fair Market Value (defined below) of the Common Stock as of the date on
which such default occurred, or (ii) $0.20 per share. For purposes of this Note,
"Fair Market Value" of the shares of Common Stock as of a particular date 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 date;

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<PAGE>

                  (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 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 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 Borrower.

         Notwithstanding anything to the contrary contained in this Note or any
other agreement, document or instrument evidencing the indebtedness evidenced by
this Note, this Note and the indebtedness evidenced hereby shall be subordinate
in right of payment and otherwise to all amounts due under the Loan Agreement,
in accordance with the terms of that certain Subordination Agreement entered
into by Bank, Borrower and Lender on or about the date of execution of the Loan
Agreement.

         Executed as of the date first written above.

                                  BORROWER:

                                  DECORIZE, INC.
                                  a Delaware corporation


                                  By:
                                       -----------------------------------------
                                       Steve Crowder
                                  Its: President and Chief Executive Officer


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