Investment Banking/Advisory Agreement

Exhibit 10.20December 3, 2003Mr. Jim Parsons, Chief Executive OfficerDecorize, Inc.1938 E. PhelpsSpringfield, MO 65802 Re: Investment Banking/Advisory Agreement (" Agreement ") Dear Mr. Parsons: We are pleased to set forth the terms of the retention of First SecuritiesUSA, Inc., member NASD/SiPC through its SBI USA division ("Investment Banker")by Decorize, Inc. (collectively with its affiliates, subsidiaries, successors,and assigns, the "Company"). 1. The Company hereby engages the Investment Banker, and the InvestmentBanker hereby accepts such engagement, as the Company's exclusive financialadvisor, for 12 months from the date of this Agreement, in connection withfinancial advisory services. Investment Banker will assist the Company throughInvestment Banking Services and Introductions to Certain Parties relevant to theCompany's industry. (a) Investment Banking Services : In such capacity, the InvestmentBanker shall be available for advice, and shall advise the Company with respectto such financial matters as the Company shall from time to time request,including matters relating to: capital raising, whether from institutional andother investors or lenders or from the private placement of debt instruments orequity securities; public offerings of debt or equity; structure of debt orequity financings; acquisitions and other business ventures; stockholder andsecurities dealer relations; and general investor relations. In performance ofthese duties, the Investment Banker shall provide the Company with the benefitsof its best judgment and efforts. It is understood and acknowledged by theparties that the value of the Investment Banker's advice is not measurable inany quantitative manner, and that the Investment Banker shall be obligated torender advice, upon the request of the Company, in good faith, without anyrequirement as to specific methodology or time requirement. (b) I ntroduction to Certain Parties : In such capacity, InvestmentBanker will provide introductions to Broker-Dealers, Market Makers or smallInstitutional Investors with a focus on relevant industries and/or securities. (c) Mergers and Acquisition Advisory : In such capacity, InvestmentBanker shall assist the Company in the identification, analysis, negotiation anddue diligence related to First Securities USA, Inc., member NASD/SiPC December 3, 2003 Page 2 potential mergers or acquisitions involving the Company. If required, theInvestment Banker shall provide a fairness opinion for the merger or acquisitiontransaction. (d) Capital Raising : In such capacity, the Investment Banker shallassist the Company in raising capital for working capital purposes. Thestructure of such financings shall be governed by a separate Managing DealerAgreement. 2. In connection with the Investment Banker's activities on the Company'sbehalf, (a) the Investment Banker will familiarize itself with the business,operations, properties, financial condition, and prospects of the Company, and(b) the Company will cooperate with the Investment Banker and will furnish theInvestment Banker with all information and data concerning the Company (the" Information ") which the Investment Banker deems appropriate and will providethe Investment Banker with access to the Company's officers, directors,employees, independent accountants, and legal counsel. The Company representsand warrants that, to the Company's knowledge, all Information made available tothe Investment Banker by, or on behalf of, the Company will, at all times duringthe period of engagement of the Investment Banker hereunder, be complete andcorrect in all material respects and will not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make thestatements therein not misleading in the light of the circumstances under whichsuch statements are made. The Company further represents and warrants that anyprojections provided by, or on behalf of, it to the Investment Banker will havebeen prepared in good faith and will be based upon assumptions which, in lightof the circumstances under which they are made, are reasonable. The Companyacknowledges and agrees that, in rendering its services hereunder, theInvestment Banker will be using and relying on the Information withoutindependent verification thereof by the Investment Banker or independentappraisal by the Investment Banker of any of the Company's assets. TheInvestment Banker does not assume responsibility regarding the Company or anyother party. Any advice rendered by the Investment Banker pursuant to thisAgreement may not be disclosed publicly without our prior written consent. 3. The Investment Banker shall be compensated for its services asfollows: (a) The Company shall deliver to the Investment Banker 100,000 sharesof the Company's common stock upon the execution of this Agreement. These sharesshall be registered as soon as possible after the execution of this Agreement (b) 90 days after the execution of this Agreement, the Company willauthorize, and the Investment Banker or its designees shall be entitled toreceive, purchase warrants (the " Warrants ") to purchase 1,500,000 shares of theCompany's stock at $2.00 per share. The term of the Warrants shall be ninemonths from the date of authorization. The Warrants will contain standard anti-dilution provisions. TheCompany agrees, at its expense, after their issuance, to grant the Warrantspiggyback registration rights to register the Securities (the " Underlying Securities ") issuable, directly or indirectly, upon the exercise of the Warrantsfor resale at any time during the term of the Warrants. The Company will bearall the December 3, 2003 Page 3 costs of such piggyback registration, except for customary underwritingdiscounts and commissions. The Company shall not enter into any agreement ortake any other step that would impair the registration rights of any of suchholders granted hereby. The Company shall be required to register, and bear allcosts associated with the piggyback registration of the shares underlying theWarrants. (c) In the event of a merger or acquisition during the term of thisengagement, the Investment Banker shall provide a fairness opinion fortransaction. The Investment Banker shall receive a fee for this opinion atclosing of the transaction in an amount equal to 1.75% of the transaction value.The Investment Banker and Company shall execute a separate engagement letter forthe fairness opinion upon occurrence of a Transaction. (d) In the event the Investment Banker provides debt or equitycapital to the Company through a private placement led by the Investment Banker,the Investment Banker shall be entitled to the following compensation: 1. 10% cash commission on the gross proceeds of the private placement 2. 10% warrant commission on the gross shares sold in the private placement. The warrants shall have an exercise price equal to 125% of the offering price. 4. The Company agrees to promptly reimburse the Investment Banker, uponrequest from time to time, for all out-of-pocket expenses incurred by InvestmentBanker (including fees and disbursements of counsel, and of other consultantsand advisors retained by Investment Banker) in connection with the matterscontemplated by this Agreement. Pre-approval from the Company shall be requiredfor any individual expenses in excess of $500.00 and any total month's expenseof more than $1,000. The Investment Banker shall invoice the Company from timeto time for out-of-pocket expenses incurred with payment due upon receipt of theinvoice. In addition, the Company shall pay all of its costs and expensesincident to th ...