Exhibit
        4.12

      


      


      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.

      


      May
        2,
        2005

      


      


      THIS
        CERTIFIES THAT, for value received, Blodnick Gordon Fletcher & Sibell, P.C.,
        a professional corporation whose address is 575 Underhill Boulevard, Suite
        210,
        Syosset, New York 11791, 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
        Hundred Twenty Thousand (120,000) 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, 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 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 February 1, 2007.

      


      2. Price.
        The
        purchase price of each Warrant Share purchasable pursuant to the exercise
        of
        this Warrant (the "Exercise
        Price")
        shall
        be $0.35, subject to adjustment as set forth herein, payable by bank check
        or
        wire transfer of same day funds.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      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. 

      


      (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, at any
        time
        after the consummation of such reclassification, change, consolidation, merger,
        sale, lease, conveyance, dividend or distribution, shall be entitled to receive
        upon exercise of this Warrant and in lieu of the shares of Common Stock that
        would have been issued immediately prior to consummation of such transaction,
        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.

      


      (d) In
        each
        case of any event described above that may require any adjustment or
        readjustment in the shares of Common Stock issuable on the exercise of this
        Warrant, the Company at its expense will promptly 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, including a statement of:

      


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


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (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
        has the necessary power and authority to execute and deliver this Warrant
        and 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 or any of its
        assets.

      


      (b) Investment
        Purpose.
        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. Without limiting the foregoing
        statement, Holder acknowledges that it has received and had the opportunity
        to
        review copies of the Company’s Annual Report on Form 10-KSB for the year ended
        June 30, 2004, the Company’s Quarterly Report on form 10-QSB for the quarter
        ended December 31, 2004, any
        current reports on Form 8-K filed by the Company subsequent to those periods,
        each in the form filed with the Securities and Exchange Commission. 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:

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      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 duly incorporated and in good standing 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.

       

      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 this Warrant may be made by the registered holder, unless the
        holder
        first obtains the prior written consent of the Company, which shall not be
        unreasonably withheld. Any attempted transfer in contravention of the foregoing
        limitation shall be null, void and of no force or effect whatsoever. 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      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.

       

      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:  	/s/ Steve
                Crowder 
	 	
                
                  

                

                Name: Steve
                  Crowder

                Title:  President
                  and Chief Executive Officer

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      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:

       

      
        	 	 	 
	 	HOLDER:
	 	BLODNICK GORDON FLETCHER & SIBELL,
                P.C.
	 
 	 
 	 
 
	 	By:  	
                
 
	 	Its:	
                

                 
	 	
                
Social
                Security or Other Identifying Number
	 	 
	 	Date:________________________,
                20__