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                                                  April 29, 2004

SRC Holdings Corporation
3140 East Division Street
Springfield, MO 65802

Attn:    John P. Stack, President

Re:   Securities Purchase Agreement, dated February 13, 2004 (the "Purchase
      Agreement"), by and among Decorize, Inc. (the "Company"), SRC Holdings
      Corporation ("SRC") and Quest Capital Alliance, L.L.C.

Ladies and Gentlemen:

      Pursuant to Section 2.05 of the Purchase Agreement, SRC agreed to guaranty
a $1,000,000 line of credit for the Company. In consideration for such guaranty,
the Company agreed to issue SRC warrants for up to 1,000,000 shares of Company
common stock, on the basis of one share for each dollar drawn on the line of
credit.

      The Company and SRC have determined that it is in their respective best
interests to have the Company obtain a short-term line of credit from SRC
directly at this time, rather than to obtain a line of credit, guaranteed by
SRC, from a third party lender. However, SRC has agreed that it will guaranty a
third party line of credit, in accordance with Section 2.05 of the Purchase
Agreement, if the Company decides to obtain one in the future. Accordingly, this
letter agreement shall confirm that the parties have agreed as follows (unless
otherwise specifically defined herein, capitalized terms in this letter
agreement shall have the meaning given to them in the Purchase Agreement):

            1. SRC will provide to the Company, on an interim basis, a $500,000
      line of credit (the "Credit Facility"), which will be evidenced by the
      Secured Line of Credit Promissory Note and the Security Agreement attached
      hereto as Exhibit A and Exhibit B, respectively. The Credit Facility is
      being offered in satisfaction of SRC's obligations under Section 2.05 of
      the Purchase Agreement, and subject to the closing of the Credit Facility,
      the Company agrees to issue Contingent Warrants to SRC, on the terms set
      forth in Section 2.05 of the Purchase Agreement, upon the Company's
      subsequent draws from the Credit Facility; provided, that the Company will
      only be obligated to issue warrants for an aggregate 500,000 Warrant
      Shares in connection with the Credit Facility. SRC and the Company
      acknowledge and agree that the value to be attributed to the 500,000
      Contingent Warrants issuable hereunder shall be [$10,000] in the
      aggregate.

            2. If the Company obtains another credit facility from a third party
      in the future, including any that is used to retire the Credit Facility,
      then SRC will continue to be obligated to provide a guaranty of such line
      of credit, subject to the terms of Section 2.05 of the Purchase Agreement.
      In connection with any such line of credit, the Company will be obligated
      to issue Contingent Warrants to SRC as described in the Purchase
      Agreement; provided, however, that (a) the number of Contingent Warrants
      to be issued with respect to the first $500,000 drawn against such new
      facility shall be reduced by the number of Contingent Warrants issued with
      respect to the Credit Facility, (b) the Company shall only be obligated to
      issue Contingent Warrants in excess of that provided in subparagraph (a)
      if the Company draws over $500,000, and (c) any Contingent Warrants issued
      with respect to the Credit Facility shall count toward the 1,000,000 limit
      on the aggregate number of Warrant Shares to be issued by the Company
      under Section 2.05 of the Purchase Agreement.

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SRC Holdings Corporation
April 29, 2004

Page 2

            3. 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.

      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 April 30, 2004, this letter shall expire
and be of no further force and effect.

                                        Sincerely,


                                        /s/ Steve Crowder
                                        ----------------------------------------
                                        Steve Crowder
                                        President

ACKNOWLEDGED AND AGREED:

SRC HOLDINGS CORPORATION


By: /s/ John P. Stack                   Date: 4-29-04
   --------------------------------     -----------------------------------
   John P. Stack, President