THERMOVIEW INDUSTRIES INC, POS AM, 2000-05-16

THERMOVIEW INDUSTRIES INC
POS AM, 2000-05-16
LUMBER & OTHER BUILDING MATERIALS DEALERS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2000
REGISTRATION NO. 333-84575
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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THERMOVIEW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 5211 61-1325129
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)

1101 HERR LANE, LOUISVILLE, KENTUCKY 40222
(502) 412-5600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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STEPHEN A. HOFFMANN, CHIEF EXECUTIVE OFFICER
1101 HERR LANE
LOUISVILLE, KENTUCKY 40222
(502) 412-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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COPIES TO:

C. Craig Bradley, Jr., Esq. Ronald R. Adee, Esq.
Alex P. Herrington, Jr., Esq. Michael Iuliano, Esq.
Stites & Harbison Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Suite 1800 590 Madison Avenue
400 West Market Street New York, New York 10022
Louisville, Kentucky 40202-3352
Telephone: (502) 587-3400
Facsimile: (502) 587-6391

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME OR AT ONE TIME AFTER THE EFFECTIVE DATE OF THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT AS DETERMINED BY
THE SELLING STOCKHOLDERS.

-----------

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

================================================================================

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1,100,000 SHARES

[LOGO]

COMMON STOCK

The shares of common stock offered by this prospectus are being offered
by Brown Simpson Growth Fund, L.P. and Brown Simpson Growth Fund, Ltd. The
selling stockholders may sell the shares of our common stock from time to time
in various types of transactions including:

- on the American Stock Exchange; and

- in privately negotiated transactions.

For additional information on methods of sale, you should refer to the
section entitled "Plan of Distribution" on page 61. We will not receive any
portion of the proceeds from the sale of these shares.

Our common stock currently trades on the American Stock Exchange under
the symbol "THV."

The selling stockholders will determine the price of the shares of
common stock independent of us. On May 15, 2000, the last reported sale price
for our common stock on the American Stock Exchange was $2.13 per share.

INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

PROSPECTUS DATED ___________, 2000.

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PROSPECTUS SUMMARY

WE HAVE SUMMARIZED ALL MATERIAL INFORMATION FROM THIS PROSPECTUS IN
THIS SECTION. THIS SUMMARY MAY NOT CONTAIN ALL THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE
DETAILED INFORMATION AND OUR FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS
PROSPECTUS.

THERMOVIEW INDUSTRIES

OUR COMPANY

We design, manufacture, sell and install custom vinyl
replacement windows for residential and retail commercial customers. We also
sell and install replacement doors, textured coatings, vinyl siding, patio
decks, patio enclosures, cabinet refacings, and bathroom and kitchen remodeling.
We facilitate the financing of a portion of our customers' purchases through Key
Home Credit, our consumer finance subsidiary.

In April 1998, we acquired Thermo-Tilt Window Company, which was
established in 1987. Since that time, we have acquired 12 retail and
manufacturing businesses which have been in operation an average of
approximately 10 years. At May 10, 2000, we had over 1,300 employees and had
facilities in 13 states, primarily in the Midwest and southern California.
For calendar 1999, we generated consolidated revenues of approximately $108.0
million.

THE REPLACEMENT WINDOW INDUSTRY

Sales of replacement windows have experienced substantial growth in
recent years. According to U.S. Census Bureau and industry statistics:

- estimated domestic expenditures in the replacement window
industry were $8.2 billion in 1998, an increase of 32.3% over
1993;

- an estimated 28.4 million replacement windows were sold in 1998,
a 38.5% increase over 1992 levels; and

- of available replacement windows, vinyl replacement windows are
the most popular, comprising 49.6% of total estimated unit sales
in 1998.

OUR BUSINESS STRATEGY

Our initial business plan focused on an aggressive acquisition program
to build a vertically integrated company in the vinyl window business. We
intended to aggressively develop in the manufacturing, retail, and finance
segments.

Although the essence of our initial business plan is in place, we have
modified our plan during the first quarter of 2000 to become more horizontally
integrated. Our new plan places greater emphasis on the retail segment, and less
emphasis on the manufacturing and finance segments. Our new plan also places
less reliance on acquisitions and more reliance on opening new locations,
developing new or enhanced products, and expanding the market areas of our
existing retail subsidiaries.

Reasons for a shift in emphasis are:

<TABLE>
<CAPTION>
New Approach Management's Justification
-------------- ----------------------------
<S> <C> <C> <C>

- - Reduce emphasis on manufacturing segment. - With our present volume in the retail segment, we can achieve lower
product cost and more consistent product quality by outsourcing to high
volume unaffiliated window manufacturers.

- - Reduce emphasis on finance segment. - Expanding the finance segment to provide direct financing of customers'
purchases would require considerable capital. In the absence of access
to cost effective capital, we are currently focusing the business of
this segment on making consumer credit providers available to our
customers in exchange for broker fees from third-party consumer finance
companies.
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------

New Approach Management's Justification
-------------- ----------------------------
<S> <C> <C> <C>

- - Increase emphasis on retail. - With good penetration in the retail segment regional markets and higher
gross profits in the retail segment versus the manufacturing segment, we
want to expand our retail segment. Our present locations, bases of
business, and subsidiary management provide an opportunity to open new
branch locations, to develop new or enhanced products and to expand
market areas of our existing retail subsidiaries.

- - Reduce emphasis on acquisitions. - In the absence of cost-effective capital, we are currently focusing on
the opening of new locations and expanding the market areas of our
existing retail subsidiaries rather than on emphasizing acquisitions.
However, we will continue to pursue high quality acquisition targets.

--------------------------------
</TABLE>
ABOUT THERMOVIEW INDUSTRIES

We were incorporated in Nevada in December 1987. We reincorporated
in Delaware in May 1998. We have our principal executive offices at 1101 Herr
Lane, Louisville, Kentucky 40222, and our telephone number is (502) 412-5600.
Our World Wide Web site is www.thermoviewinc.com. This prospectus does not
incorporate by reference any information on our Web site.

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- --------------------------------------------------------------------------------

Unless otherwise indicated, all information in this prospectus:

- - REFLECTS A 2-FOR-1 STOCK SPLIT OF THE COMMON STOCK OF THERMO-TILT
WINDOW COMPANY THAT OCCURRED ON SEPTEMBER 29, 1997;

- - REFLECTS THE EXCHANGE OF 1.7393 SHARES OF THERMOVIEW COMMON STOCK
FOR EACH SHARE OF THERMO-TILT COMMON STOCK ON APRIL 15, 1998;

- - REFLECTS A 1-FOR-3 REVERSE STOCK SPLIT OF OUR COMMON STOCK THAT
OCCURRED ON OCTOBER 5, 1999;

- - DOES NOT GIVE EFFECT TO 500,000 SHARES OF OUR COMMON STOCK ISSUABLE
TO THE SELLING STOCKHOLDERS UPON CONVERSION OF OUR SERIES C
PREFERRED STOCK;

- - DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO 1,760,434 SHARES OF
OUR COMMON STOCK UPON EXERCISE OF OUTSTANDING STOCK OPTIONS AT A
WEIGHTED AVERAGE EXERCISE PRICE OF $6.03 PER SHARE;

- - DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO 1,328,510 SHARES OF
OUR COMMON STOCK UPON EXERCISE OF OUTSTANDING WARRANTS AT A
WEIGHTED AVERAGE EXERCISE PRICE OF $7.13 PER SHARE, INCLUDING
600,000 SHARES OF OUR COMMON STOCK WHICH WE ARE REGISTERING ON
BEHALF OF THE SELLING STOCKHOLDERS;

- - EXCLUDES AN ADDITIONAL 458,262 SHARES OF OUR COMMON STOCK THAT WE
HAVE RESERVED FOR ISSUANCE AND MAY ISSUE UNDER OUR 1999 STOCK OPTION
PLAN; AND

- - DOES NOT GIVE EFFECT TO THE ISSUANCE OF AN INDETERMINATE NUMBER OF
SHARES OF OUR COMMON STOCK WE MUST ISSUE UNDER OUR ACQUISITION
AGREEMENTS IF THE ACQUIRED BUSINESSES SATISFY FINANCIAL TARGETS IN
FUTURE PERIODS.

- --------------------------------------------------------------------------------

<PAGE>

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, IN ADDITION
TO THE OTHER INFORMATION AND FINANCIAL DATA CONTAINED ELSEWHERE IN THIS
PROSPECTUS, IN EVALUATING AN INVESTMENT IN THE COMMON STOCK. THE TRADING PRICE
OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU COULD LOSE
ALL OR PART OF YOUR INVESTMENT.

RISKS RELATED TO THE MARKET FOR OUR COMMON STOCK

OUR COMMON STOCK MAY BE DIFFICULT TO RESELL

An active public market for our common stock may not be sustained.
You may not be able to resell your shares at or above your purchase price.
The market price of our common stock is likely to be highly volatile and
could be subject to wide fluctuations. Our common stock has traded on the
American Stock Exchange since our initial public offering on December 2, 1999.

IF OUR STOCKHOLDERS SELL SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE PUBLIC
MARKET, THE MARKET PRICE OF OUR COMMON STOCK COULD FALL AND THE SALES COULD
LIMIT OUR ABILITY TO RAISE CAPITAL

If our stockholders sell substantial amounts of our common stock in
the public market, including shares issued upon the exercise of outstanding
options and warrants or conversion of our Series C preferred stock, the
market price of our common stock could fall. These sales also might make it
more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem appropriate. In addition, under our
Series C preferred stock agreements, any sales of our common stock at less
that $12.00 per share will result in a significant number of additional
shares of our common stock exercisable under the warrants and convertible
under the Series C preferred stock. We have outstanding 7,324,550 shares of
common stock, of which 3,036,650 shares are freely tradable. The remaining
4,287,900 shares eligible for sale in the public market are as follows:

NUMBER OF SHARES DATE
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<S> <C>

3,489,333 After May 29, 2000, 2,527,239 of these shares
will be subject to the volume and manner of
sale limitations of Rule 144; and

798,567 At various times commencing after May 29, 2000,
all of these shares will be subject to the
volume and manner of sale limitations of Rule 144.
</TABLE>

As of April 30, 2000, options to purchase 1,760,434 shares of our
common stock were outstanding and, upon exercise of the options and satisfaction
of the conditions of Rule 144, will become eligible for sale in the public
market at various times. These stock options generally have exercise prices
below the current market price of our common stock. As of April 30, 2000,
warrants to purchase 1,328,510 shares of our common stock were outstanding and,
upon exercise of the warrants and satisfaction of the conditions of Rule 144,
will become eligible for sale in the public market at various times. The
possible sale of a significant number of these shares may cause the price of our
common stock to fall.

A number of stockholders, option holders and warrant holders,
representing approximately 4,123,492 shares of our common stock, may have the
right to include their shares in other registration statements relating to
ThermoView's securities. By exercising their registration rights and causing a
large number of shares to be registered and sold in the public market, these
holders may cause the price of the common stock to fall. In addition, any demand
to include these shares in ThermoView registration statements could limit the
amount of equity capital that might otherwise be available to ThermoView.

WE MAY NOT PAY CASH DIVIDENDS ON THE COMMON STOCK IN THE FORESEEABLE FUTURE

Our line of credit and subordinated debt documents preclude us from
paying dividends on our common stock. Additionally, the terms of our Series C
and Series D preferred stock prevent us from paying dividends on our common
stock as long as the Series C and Series D preferred stock is outstanding. We
anticipate using future earnings for our operations. Accordingly, it is unlikely
that we will pay dividends on the common stock in the foreseeable future.
However, we pay a 9.6% dividend on our Series C preferred stock partially in
cash and the remainder in our common stock. We also owe a 12% dividend on our
Series D preferred stock payable in cash commencing in July 2000 with the prior
approval of our senior lender.

THE SHARES IN THE INITIAL PUBLIC OFFERING MAY HAVE BEEN OFFERED OR SOLD IN
VIOLATION OF THE SECURITIES ACT OF 1933

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summarized materials relating to ThermoView in the IPO.COM web site or the
materials contained in the ThermoView web site did constitute a violation of
the Securities Act of 1933, investors in the initial public offering would have
the right, for a period of one year from the date of their purchase of common
stock from the initial public offering, to obtain recovery of the consideration
they paid for their common stock or, if these persons had already sold the
common stock, to sue ThermoView for damages resulting from their purchase of
common stock. These damages could total up to approximately $6.9 million, plus
interest, based on the initial public offering price of $5.50 per share for
1,255,000 shares, if these investors seek recovery or damages after an entire
loss of their investment. ThermoView expects that investors would most likely
assert a claim for rescission or damages if, during the one-year period
following the date of their purchase of common stock from the initial public
offering, the trading price of the common stock falls below the initial public
offering price. If this rescission were to occur, ThermoView's business,
results of operations and financial condition would be harmed.

RISKS RELATED TO OUR OPERATIONS

WE HAVE A LIMITED OPERATING HISTORY AS A CONSOLIDATED ENTERPRISE RESULTING IN
LIMITED INFORMATION ABOUT US ON WHICH YOU CAN MAKE AN INVESTMENT DECISION

ThermoView was formed in April 1998. We have a limited operating
history as a consolidated enterprise notwithstanding that all of our
subsidiaries were existing businesses prior to their acquisition. Potential
investors in our stock do not have access to the same type of information in
assessing us as a consolidated enterprise as would be available for a company
with a longer history of operations. We may not be profitable and if we become
profitable we may not remain profitable. If we do not obtain profitability, our
stockholders may not recover all or any of their investment.

OUR LOSSES MAY RESULT IN THE BANKRUPTCY OF THERMOVIEW AND THE COMPLETE LOSS IN
THE VALUE OF OUR COMMON STOCK

We incurred a net loss attributable to common stockholders of
approximately $15.7 million for the year ended December 31, 1998, which included
non-cash stock-based compensation expense of approximately $4.2 million net of
tax and an additional non-cash preferred stock dividend of approximately $9.5
million related to a beneficial conversion feature. We incurred a net loss
attributable to common stockholders of approximately $6.2 million for the year
ended December 31, 1999, which included non-cash preferred stock dividends of
approximately $2.5 million. We incurred a net loss attributable to common
stockholders of approximately $3.5 million for the three months ended March 31,
2000. We expect losses attributable to common stockholders in fiscal year 2000.
As of March 31, 2000, we had an accumulated deficit of approximately $11.0
million.

If we cannot increase our revenues and control our costs, we may not
achieve profitability. If we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future
due to decreased demand for our products, increases in expenses or unprofitable
acquisitions. Our continuing losses and failure to become profitable could
result in the bankruptcy of ThermoView and the complete loss in the value of our
common stock.

CONTINUING AND INCREASED EXPENSES COULD CAUSE LOSSES THAT SLOW OUR GROWTH AND
PERFORMANCE

We expect that our costs and expenses will continue to increase in
future quarters, which could cause us to lose money. These costs and expenses
relate principally to our acquisition program, financing, and corporate
overhead. This may require us to scale back our business plans and result in
little or no growth. Consequently, ThermoView's common stock price may then fall
or not grow.

WE HAVE A SIGNIFICANT AMOUNT OF GOODWILL, THE AMORTIZATION OF WHICH REDUCES OUR
CURRENT AND FUTURE EARNINGS AND THE IMPAIRMENT OF WHICH IN LATER YEARS MAY
REDUCE OUR FUTURE EARNINGS

As a result of our recent acquisitions, goodwill accounted for 80.0% of
our total consolidated assets at March 31, 2000. At March 31, 2000, our goodwill
was approximately $72.1 million, which exceeded our stockholders' equity of
approximately $47.0 million. Goodwill represents the excess of the aggregate
purchase price paid for the acquisition of companies accounted for as purchases
over the fair value of the net tangible assets of the acquired companies.
Goodwill reduces earnings now and in the future as we amortize it over a 25-year
period on a straight-line basis. In later years, our earnings, if any, would be
reduced if our management then determined that any of the remaining balance of
goodwill was impaired caused by insufficient expected future cash flows to
recover the carrying value of the goodwill.

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CASH AND NON-CASH DIVIDENDS AND INTEREST RELATED TO RECENT FINANCINGS WILL
INCREASE OUR LOSSES OR REDUCE POTENTIAL NET INCOME

We will suffer losses or reductions in future potential net income as a
result of the 9.6% cash dividends on our Series C preferred stock, the 12% cash
dividends on our Series D preferred stock and the 12% stated interest payments
on our senior subordinated debt. Also, fees and expenses and the amortization
and accretion of the discounts on the Series C preferred stock and the senior
subordinated debt related to detachable stock warrants issued in connection with
the preferred stock and the subordinated debt will contribute to our losses or
lower potential future income.

FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS MAY CAUSE A DROP IN OUR STOCK
PRICE

Our operating results are unpredictable and may fluctuate on a
quarterly basis due to the markets for our products or our operating problems.
These fluctuations may cause a decrease in the price of our common stock. You
should not rely on our results of operations during any quarter as an indication
of our results for a full year or any other quarter.

OUR LINE OF CREDIT AND SUBORDINATED DEBT DOCUMENTS IMPOSE RESTRICTIONS ON US AND
LIMIT OUR OPERATIONS

Our line of credit with PNC Bank and subordinated debt owed to GE
Capital require us to comply with affirmative and negative covenants. We must
maintain various financial ratios and these lenders may restrict us from
incurring other debt. We cannot pay dividends on our common stock while the line
of credit and the subordinated debt are outstanding. We are also subject to
other restrictions, including restrictions pertaining to significant corporate
transactions and management changes. In the past, we have had both PNC Bank and
GE Capital waive our non-compliance with covenants and, in some instances,
adjust the covenants to avoid future non-compliance. These actions may occur in
the future.

If we default under the line of credit, PNC Bank could, among other
items, cease all advances, accelerate all amounts owed to PNC Bank and increase
the interest rate on the line of credit. If we default under the subordinated
debt documents, GE Capital could, among other items, accelerate all amounts owed
to GE Capital, subject to the rights of PNC Bank as our senior lender under the
line of credit. In the event PNC Bank or GE Capital accelerated the amounts owed
to them, ThermoView would be unable to pay the amounts due which could result in
the bankruptcy of ThermoView as an enterprise. Under either the PNC Bank line of
credit or the GE Capital subordinated debt, an event of default could result in
the loss of our subsidiaries because of the pledge of our ownership in all of
our subsidiaries to PNC Bank and on a subordinated basis to GE Capital.

OUR OPERATIONS, DEFERRED ACQUISITION STRATEGY AND FUTURE DIRECTION WILL SUFFER
FROM THE LOSS OF OUR KEY EXECUTIVES

If we were to lose the services of our executive officers Stephen A.
Hoffmann and Nelson E. Clemmens without adequate replacements, we will suffer
from a lack of leadership in our deferred acquisition strategy, financial future
planning and operations management. The departure or death of any of these
individuals in spite of our employment agreement with Mr. Clemmens and key
person life insurance on the lives of Messrs. Hoffmann and Clemmens will not
replace the lost leadership these individuals provide. This management gap would
cause potential revenue reduction and operating cost increases.

ANTI-TAKEOVER PROVISIONS AFFECTING US COULD PREVENT OR DELAY A CHANGE OF
CONTROL, DISCOURAGE TAKEOVER BIDS AND CAUSE THE MARKET PRICE OF OUR COMMON STOCK
TO FALL

Provisions of our restated certificate of incorporation and bylaws and
provisions of applicable Delaware law may discourage, delay or prevent a merger
or other change of control that a stockholder may consider favorable. Our Board
of Directors has the authority to issue up to 50,000,000 shares of its preferred
stock and to determine the price and the terms, including preferences and voting
rights, of those shares without stockholder approval. To date, we have issued or
agreed to issue shares of our preferred stock in four series, of which 6,000
shares of Series C preferred stock remain outstanding and an additional
1,439,316 shares of Series D preferred stock remains outstanding. Our Series A
and Series B preferred stock converted into our common stock in December 1999
after completion of our initial public offering. In January 2000, our Board of
Directors approved the reduction of the number of shares of our authorized
preferred stock from 50,000,000 shares to 5,000,000 shares, subject to
shareholder approval. Additionally, we have a classified Board of Directors
whereby directors serve staggered three-year terms. Our Certificate of
Incorporation requires a supermajority vote of the common stockholders to remove
or modify this staggered board. Furthermore, we require advance notice for
stockholder proposals and director nominations. These items could:

- have the effect of delaying, deferring or preventing a change of
control of ThermoView;

- discourage bids for our common stock at a premium over the market
price; or

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- cause the market price of our common stock to fall.

We are subject to Delaware laws that could delay, deter or prevent a
change of control of ThermoView. One of these laws prohibits us from engaging in
a business combination with any interested stockholder for a period of three
years from the date the person became an interested stockholder, unless
conditions are met.

OUR FAILURE TO RAISE SUBSTANTIAL FUNDS FOR ACQUISITIONS ON FAVORABLE TERMS COULD
PREVENT US FROM IMPLEMENTING OUR ACQUISITION STRATEGY WHICH WOULD REDUCE OUR
REVENUES AND POTENTIAL INCOME

We have deferred our acquisition strategy primarily due to a lack of
capital, except for the opportunities where we determine that a high quality
affordable acquisition target is available. We will need sources of financing to
undertake acquisitions and to pay other acquisition related liabilities,
including payment of seller notes and future earned cash to sellers of acquired
companies. In April 2000, we substituted the issuance of our Series D preferred
stock for cash due to sellers of acquired companies because we did not have
sufficient cash to satisfy these obligations. Any required financing may not be
available on terms favorable to us, or at all. If adequate funds are not
available on acceptable terms, we may be unable to fund acquisitions,
successfully promote our products or develop new or enhanced products, any of
which would lower our revenues and net income, if we achieve profitability in
the future. If we raise funds by issuing equity securities, stockholders may
experience dilution of their ownership interest and the newly issued securities
may have rights superior to those of the common stock. If we issue or incur debt
to raise funds, we may be subject to additional limitations on our operations.

IF WE ACQUIRE COMPANIES ON UNFAVORABLE TERMS OR FAIL TO INTEGRATE COMPANIES INTO
OUR OPERATIONS, OUR COSTS WILL INCREASE, LOSSES WILL RESULT AND OUR MANAGEMENT
COULD BECOME DISTRACTED FROM OUR OPERATIONS

If we acquire companies, we may acquire them on terms that prove to be
unfavorable or dilutive to our earnings per share, if we achieve earnings. We
may also acquire companies whose past results of operations do not prove to be
indicative of future results. Accordingly, our acquisitions may prove to be
unprofitable and this could cause the value of our common stock to decrease.
Additionally, we may compete for acquisition candidates with companies that have
significantly greater financial resources than we do. As a result, we may not be
able to identify and acquire suitable acquisition candidates and we therefore
may not achieve our long-term acquisition strategy.

When we buy companies, we initially rely on their separate accounting
and information systems. We may experience difficulties in integrating a
company's functions and systems. These difficulties could disrupt our ongoing
business, distract our management and employees, increase our expenses and
result in losses or reduced profitability.

WE DEPEND ON TWO VINYL SUPPLIERS FOR THE VINYL USED IN OUR WINDOW PRODUCTION AND
IF WE WERE TO LOSE THESE SUPPLIERS OUR OPERATIONS WOULD BE DISRUPTED AND OUR
REVENUES WOULD FALL

We purchase all of the vinyl used in the manufacture of our windows
from two suppliers, a Mikron Industries, Inc. subsidiary and Complast, Inc. As
of December 31, 1999, vinyl accounted for 39% of our window material costs and
constitutes the largest portion of our raw material costs. If we were to lose
these suppliers and were unable to find alternate suppliers, our window
production would be disrupted and our revenues would fall. Additionally, in the
event we were unable to find alternate suppliers at comparable prices, our
manufacturing costs would increase.

RISKS RELATED TO THE REPLACEMENT WINDOW INDUSTRY

WITH THE GREATER NAME RECOGNITION AND RESOURCES OF SOME OF OUR COMPETITORS, WE
MAY LOSE POTENTIAL REVENUE AND HAVE DECREASED PRESENCE IN THE MARKET UNDER OUR
DEFERRED ACQUISITION PROGRAM

A limited number of our competitors have longer operating histories,
greater name recognition, larger customer bases and greater financial, technical
and marketing resources than we do. These resources may allow them to respond
more quickly than we can to new or emerging technologies and changes in customer
requirements. It may also allow them to devote greater resources than we can to
the development, promotion and sale of their products. Our competitors may also
engage in more extensive research and development, undertake more far-reaching
marketing campaigns and adopt more aggressive pricing policies. Increased
competition in addition to our present lack of capital could reduce our
acquisition opportunities and could also cause a decrease in our potential
revenue and potential income, and the deterioration in our financial position
and the value of our common stock.

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The market for our products is highly competitive and it is very
fragmented at the manufacturing and retail levels. We expect competition to
continue to increase because our markets pose no substantial barriers to entry.
To the extent one of our competitors undertakes a consolidation program, our
competition would increase further.

WE MAY SUFFER LOST POTENTIAL REVENUE FROM OUR INABILITY TO SATISFY CURRENT AND
FUTURE GOVERNMENTAL REGULATIONS

Government regulations related to in-home sales, telemarketing and
consumer financing may prevent us from engaging in business in some
jurisdictions. Consequently, we will lose potential customers and revenue from
these areas.

RISKS RELATED TO LITIGATION

WE MAY INCUR SIGNIFICANT MONETARY DAMAGES IF LITIGATION FILED BY TWO
STOCKHOLDERS AGAINST US HAS AN ADVERSE OUTCOME

On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge
Capital Partners, Inc. Defined Benefit Pension Plan filed an action titled PRO
FUTURES BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW INDUSTRIES, INC., ET AL., Civil
Action No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its
directors, certain officers, an employee and a ThermoView shareholder alleging
breach of contract, common law fraud, fraudulent misstatements and omissions in
connection with the sale of securities, negligent misrepresentations and breach
of fiduciary duty. These claims are in connection with the mandatory conversion
of our 10% Series A Convertible preferred stock, held by the two funds, into our
common stock upon completion of our initial public offering in December 1999,
and purchases by the two funds of our common stock from ThermoView stockholders.
The funds are seeking rescission of their purchases of the Series A preferred
stock in the amount of $3,250,000 plus interest and unspecified damages in
connection with their purchases of our common stock. Although we believe that
the claims are without merit and intend to vigorously defend the suit, an
adverse outcome in this action could have a material adverse effect on our
financial position or results of operations.

8
<PAGE>

FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and elsewhere in this prospectus constitute
forward-looking statements. These statements involve risks and uncertainties
about ThermoView and its business, including, among other things:

- the successful implementation of our business plan and growth
strategies, including access to adequate capital;

- our ability to identify and acquire attractive acquisition
candidates;

- our ability to successfully integrate our past and future
acquisitions; and

- anticipated economic and demographic trends affecting the
replacement window industry generally, and our business in
particular.

Specific factors which could cause our actual results to differ
materially from those expressed or implied by such forward-looking statements
are discussed under "Risk Factors" and elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by words
such as "may," "will," "should," "could," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of such terms or other comparable language.

Although we believe that the expectations and assumptions reflected in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements.

9
<PAGE>

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock and
do not expect to pay any cash dividends on our common stock in the foreseeable
future. Our agreements with our senior lender and our subordinated debt holder
prohibit us from paying dividends on our common stock. Any future change in our
dividend policy will be made at the discretion of our Board of Directors and
will depend on a number of factors, including:

- our future earnings;

- capital requirements;

- contractual restrictions;

- financial condition; and

- future prospects.

We have paid all dividends owing on our preferred stock to date. We
will continue to pay 70% of the dividends on our 9.6% Series C preferred stock
in cash and the remainder in our common stock until conversion of the Series C
preferred stock. We will owe quarterly dividends in cash on our 12% Series D
preferred stock commencing in July 2000, subject to approval of our senior
lender.

<PAGE>

PRICE RANGE OF COMMON STOCK

Our common stock has traded on the American Stock Exchange since
December 2, 1999, under the symbol "THV." Prior to December 2, 1999, we traded
our common stock on the OTC Bulletin Board under the symbol "TVIID" after a
1-for-3 reverse stock split of our common stock that occurred on October 5,
1999, and prior thereto under the symbol "TVII." Prior to December 2, 1999, we
had not previously registered our common stock under either the Securities Act
of 1933 or the Securities Exchange Act of 1934, nor had we listed our common
stock on any exchange or had it quoted on The Nasdaq Stock Market. The following
table sets forth, for the quarterly periods indicated, the high and low closing
sale prices per share for the common stock and as adjusted to reflect the
1-for-3 reverse stock split which occurred on October 5, 1999. Our common stock
commenced trading on the OTC Bulletin Board on April 16, 1998. Prior to that
time, no active trading market existed for the common stock. The American Stock
Exchange and OTC Bulletin Board market quotations reflect inter-dealer prices,
without retail mark up, mark down or commission and may not necessarily
represent actual transactions.

<TABLE>
<CAPTION>
PRICE RANGE
-------------
HIGH LOW
------ -----
<S> <C> <C>

CALENDAR YEAR 1998
Second Quarter (from April 16, 1998)............ $ 32.25 $ 25.50
Third Quarter................................... 27.75 23.25
Fourth Quarter.................................. 25.08 15.00

CALENDAR YEAR 1999
First Quarter................................... $ 28.50 $ 14.64
Second Quarter.................................. 24.75 10.68
Third Quarter................................... 14.81 5.72
Fourth Quarter.................................. 9.00 2.38

CALENDAR YEAR 2000
First Quarter................................... $ 5.00 $ 2.75
Second Quarter (through May 15, 2000)........... 3.31 1.94

</TABLE>

On May 15, 2000, the last reported sale price of the common stock on
the American Stock Exchange was $2.13 per share.

As of April 30, 2000, there were 319 holders of record of our stock
consisting of 312 common stockholders, 2 Series C preferred stockholders and 5
Series D preferred stockholders.

11
<PAGE>

CAPITALIZATION

The following table sets forth, as of March 31, 2000, the
capitalization of ThermoView. This information should be read together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and ThermoView's financial statements and the notes relating to
those statements appearing elsewhere in this prospectus.

AS OF MARCH 31, 2000
---------------------
<S> <C>

Long-term debt, excluding current portion.................................................................. $ 21,786,671
Due to sellers of acquired businesses (Note)............................................................... 7,085,000
Mandatorily redeemable Series C convertible preferred stock, $0.001 par value (aggregate redemption amount
and liquidation preference of $6,000,000); 25,000 shares authorized; 6,000 shares issued and outstanding. 5,074,985
Stockholders' equity:
Preferred stock, 50,000,000 shares authorized:
Series A, $0.001 par value; none issued................................................................ -
Series B, $0.001 par value; none issued................................................................ -
Common stock, $0.001 par value; 100,000,000 shares authorized; 7,324,550 shares issued and outstanding... 7,325
Paid-in capital.......................................................................................... 57,968,722
Accumulated deficit...................................................................................... (11,021,414)
--------------
Total stockholders' equity............................................................................... 46,954,633
-------------
Total capitalization............................................................................. $ 80,901,289
=============
</TABLE>

- -----

Note: In April 2000, we negotiated agreements with the previous owners of
acquired businesses for the issuance of 1,417,000 shares of our 12%
Series D cumulative preferred stock with a liquidation value of $5.00
per share in lieu of the $7,085,000 obligation due to them. We also
agreed to issue an additional 22,316 shares of our Series D preferred
stock to compensate the previous owners for interest earned in an
amount equal to $111,580 prior to settlement of the obligations.

12
<PAGE>

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following tables present selected historical and pro forma
statement of operations and balance sheet financial data for ThermoView. On
April 15, 1998, ThermoView acquired all of the outstanding stock of Thermo-Tilt
Window Company. Prior to that date, ThermoView was a development stage
corporation and had no business operations since its incorporation. For
accounting and financial statement presentation purposes, Thermo-Tilt is deemed
to be the acquirer. The historical statement of operations data for the period
January 1, 1998 through April 15, 1998 and the historical financial data as of
and for each of the years ended December 31, 1994 through 1997 reflect only the
operations of Thermo-Tilt. Since April 15, 1998, we have acquired 12 retail and
manufacturing businesses. These acquisitions have been accounted for as purchase
transactions and, accordingly, the results of operations of the acquired
businesses are included in the historical financial data since their respective
acquisition dates.

The selected historical financial data for ThermoView as of December
31, 1996, 1997 1998, and 1999 and for each of the four years in the period
ended December 31, 1999, have been derived from the audited financial
statements of ThermoView and are included elsewhere in this prospectus,
except for the 1996 financial statements. The selected historical financial
data as of March 31, 2000 and for the three months ended March 31, 1999 and
2000 and the selected historical financial data as of December 31, 1995 and
for the year ended December 31, 1995 have been derived from unaudited
financial statements. All unaudited information has been prepared on the same
basis as the audited financial statements and, in the opinion of ThermoView,
reflects all adjustments consisting of normal recurring adjustments,
necessary for a fair presentation of such data. The interim results for the
three-month period ended March 31, 2000 are not necessarily indicative of
results for the entire year.

The following unaudited pro forma statement of operations data with
respect to the year ended December 31, 1999, gives effect to our 1999
acquisitions, as if all transactions had occurred on January 1, 1999. We have
presented this pro forma data for informational purposes only, in order to
provide you with some indication of what our business might have looked like if
we had owned these companies since January 1, 1999. These companies may have
performed differently if they had actually been combined with our operations.
You should not rely on the unaudited pro forma information as necessarily being
indicative of the historical results that we would have had or the results that
we will experience in the future.

The following data should be read in conjunction with:

- the information set forth under "Management's Discussion and
Analysis of Financial Condition and Results of Operations;"

- our consolidated financial statements and the related notes
thereto and our unaudited pro forma consolidated statement of
operations and the related notes thereto included elsewhere in
this prospectus; and

- the financial statements of all of the companies other than TD
Windows, Inc. which we have acquired since April 15, 1998, which
are included elsewhere in this prospectus.

13
<PAGE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------------------------------------- ----------------------
HISTORICAL HISTORICAL
----------------------------------------------------------- PRO FORMA--------------------------
1995 1996 1997 1998 1999 1999 1999 2000
---- ---- ---- ---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

STATEMENT OF OPERATIONS DATA:
Revenues........................ $ 5,870 $ 6,641 $ 5,629 $ 37,376 $ 108,198 $ 110,700 $ 21,750 $ 21,476
Cost of revenues earned......... 2,126 3,571 2,889 16,748 48,727 49,460 9,764 10,382
-------- -------- ------- ---------- ---------- ----------- ---------- -----------

Gross profit.................... 3,744 3,070 2,740 20,628 59,471 61,240 11,986 11,094
Selling, general and
administrative expenses....... 3,316 2,634 3,293 20,233 53,478 55,030 11,543 13,088
Stock-based compensation expense - - 1 5,509 71 71 - -
Depreciation expense............ 74 68 69 297 966 994 203 262
Amortization expense............ - - - 972 3,393 3,444 860 869
-------- -------- ------- ---------- ---------- ----------- ---------- -----------

Income (loss) from operations... 354 368 (623) (6,383) 1,563 1,701 (620) (3,125)
Interest expense................ (16) (57) (90) (439) (2,962) (3,047) (411) (1,093)
Other income (expense).......... (8) (47) (19) 69 112 112 62 68
--------- --------- -------- ---------- ---------- ----------- ---------- ---------

Income (loss) before income
taxes......................... 330 264 (732) (6,753) (1,287) (1,234) (969) (4,150)
Income tax expense (benefit).... -- -- (266) (1,148) 370 395 133 1,255
-------- -------- -------- ----------- ---------- ----------- ---------- --------

Net income (loss)............... $ 330 $ 264 (466) (5,605) (1,657) (1,629) (836) (2,895)
======== ========

Less amount attributable to
sole proprietor............... 398 - - - -
Less preferred stock dividends:
Cash ......................... - 585 2,005 2,005 425 101
Non-cash...................... - 9,540 2,492 2,492 - 470
------- ---------- ---------- ----------- ---------- -----------

Net loss attributable to common
stockholders.................. $ (864) $ (15,730) $ (6,154) $ (6,126) $ (1,261) $ (3,466)
======== =========== =========== =========== =========== ===========

Basic and diluted loss per
common share (see note below). $ (3.96) $ (1.19) $ (1.18) $ (0.27) $ (0.44)
========== =========== =========== =========== ===========

Weighted average shares
outstanding.................. 3,975,235 5,164,497 5,192,705 4,686,829 7,918,955
========= =========== ========= =========== ===========

</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------------------------------- AS OF
1995 1996 1997 1998 1999 MARCH 31, 2000
---- ---- ---- ---- ---- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>

BALANCE SHEET DATA:
Total assets........................................ $ 567 $ 859 $ 1,503 $ 54,094 $ 93,971 $ 90,133
Long-term debt including current maturities......... 224 322 527 9,206 21,759 22,109
Total liabilities................................... 908 1,089 1,326 15,796 37,647 38,103
Mandatorily redeemable convertible preferred stock.. - - - - 4,649 5,075
Stockholders' equity (deficit)...................... (341) (230) 177 38,298 51,675 46,955

</TABLE>
- -----------

14
<PAGE>

Note: We have described the method used to calculate loss per common share in
footnote 2 to our consolidated financial statements for the year ended
December 31, 1999, which appears on page F-16 of this prospectus. The
weighted average shares used in computing pro forma basic and diluted
loss per common share includes the shares issued in connection with our
1999 acquisitions as if they were issued on January 1, 1999.

15
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER "SELECTED HISTORICAL AND PRO FORMA
FINANCIAL DATA" AND OUR FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES THERETO
INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS PROSPECTUS CONTAINS FORWARD-LOOKING
STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS, EXPECTATIONS AND PLANS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE,
BUT ARE NOT LIMITED TO, THOSE DISCUSSED UNDER "RISK FACTORS."

OVERVIEW

We design, manufacture, sell and install custom vinyl replacement
windows for residential and retail commercial customers. We also sell and
install replacement doors, home textured coatings, vinyl siding, patio decks,
patio enclosures, cabinet refacings and kitchen and bathroom remodeling
products. We have financed a portion of our customers' purchases through Key
Home Credit, our consumer finance subsidiary. We anticipate a greater reliance
on strategic relationships with unaffiliated companies to improve our operations
in the manufacturing and financial services business segments.

On April 15, 1998, we acquired all of the outstanding stock of
Thermo-Tilt Window Company in exchange for 3,120,000 shares of our common stock,
which represented 90% of ThermoView's then outstanding common stock.
Thermo-Tilt is deemed to be the acquirer for accounting purposes.

BUSINESS SEGMENTS

Our subsidiaries have separate management teams and infrastructures and
operate in three reportable operating segments: retail, manufacturing and
financial services.

RETAIL. Our retail segment consists of our subsidiaries that design,
sell and install custom vinyl replacement windows, doors and related home
improvement products to commercial and retail customers. Our retail segment
derives its revenues from the sale and installation of thermal replacement
windows, storm windows and doors, patio decks, patio enclosures, vinyl siding
and other home improvement products. Our retail segment recognizes revenues on
the completed contract method. A contract is considered complete when the home
improvement product has been installed. Gross profit in the retail segment
represents revenues after deducting product and installation labor costs.

MANUFACTURING. Our manufacturing segment consists of our subsidiaries
that manufacture and sell vinyl replacement windows to our retail segment and to
unaffiliated customers. Sales from the manufacturing segment to our retail
segment have been a larger percentage of our manufacturing revenues in recent
years, however, we do not expect this trend to continue as we anticipate more of
our retail subsidiaries will obtain windows manufactured from unaffiliated
vendors. We believe that with our present retail volume, we can achieve lower
product cost and more consistent product quality by outsourcing to high volume
window manufacturers rather than to expand our internal manufacturing. Our
manufacturing segment recognizes revenues when products are shipped. Gross
profit in the manufacturing segment represents revenues after deducting product
costs (primarily glass, vinyl and hardware), window fabrication labor and other
manufacturing expenses.

Consistent with our shift to outsourced manufacturing, our Board of
Directors in January 2000 authorized us to seek buyers for our two manufacturing
subsidiaries. We do not intend to dispose of these subsidiaries if the
transaction would result in a loss to ThermoView.

FINANCIAL SERVICES. Our financial services segment facilitates the
credit sales of our retail segment. We are currently focusing the business of
this segment on making consumer credit providers available to our customers in
exchange for broker fees from third-party consumer finance companies.

You should refer to footnote 15 to our financial statements for the
year ended December 31, 1999, which appears on page F-28 of this prospectus, and
to footnote 6 to our unaudited financial statements for the three months ended
March 31, 2000, which appears on page F-34 of this prospectus, for additional
financial information about each of our business segments.

16
<PAGE>

OUR ACQUISITIONS

Since April 15, 1998, we have acquired 12 retail and manufacturing
businesses. The following table presents information regarding the
consideration paid for each acquired company:

COST OF ACQUIRED COMPANY
---------------------------------------------------------
STOCK ISSUED (COMMON STOCK
EXCEPT AS NOTED IN (1) BELOW)
DATE OF CASH AND DUE -----------------------------
ACQUIRED COMPANY ACQUISITION TO SELLERS SHARES VALUE TOTAL COST
- ---------------- ----------- ---------- ------ ----- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
RETAIL SEGMENT:
American Home Developers Co., Inc......... April 1998 $ 1,202 259,058 $ 6,379 $ 7,581
Primax Window Co.......................... April 1998 1,584 180,725 4,057 5,641
The Rolox Companies....................... April 1998 3,820 374,058 8,706 12,526
American Home Remodeling.................. July 1998 3,193 122,415 3,044 6,237
Five Star Builders, Inc................... July 1998 2,666 116,667 2,659 5,325
NuView Industries, Inc.................... July 1998 1,190 725 16 1,206
Leingang Siding and Window, Inc........... August 1998 2,908 29,255 452 3,360
Thomas Construction, Inc.(1).............. January 1999 17,562 500,475 3,800 21,362
The Thermo-Shield Companies............... March 1999 4,597 185,006 3,150 7,747
----------- ----------- ---------- ----------
Total of retail segment................ 38,722 1,768,384 32,263 70,985

MANUFACTURING SEGMENT:
TD Windows, Inc........................... May 1998 311 - - 311
Thermal Line Windows, L.L.P.(2)........... August 1998 5,155 203,682 1,257 6,412
Precision Window Mfg., Inc................ January 1999 3,075 37,351 540 3,615
----------- ----------- ---------- ----------
Total of manufacturing segment......... 8,541 241,033 1,797 10,338
----------- ----------- ---------- ----------

Total.................................. $ 47,263 2,009,417 $ 34,060 $ 81,323
=========== =========== ========== ==========
- ----------
</TABLE>

(1) Stock issued in connection with the acquisition of Thomas Construction,
Inc. includes 400,000 shares of Series B preferred stock valued at
$2,000,000, which on December 31, 1999, converted into common stock.
All other shares and values represent common stock.

(2) Includes the acquisition of North Country Thermal Line, Inc. in
November 1998 for $277,926 cash and 20,973 shares of common stock
valued at $324,000.

We have accounted for our acquisitions as purchase transactions and,
accordingly, the results of operations of the acquired businesses have been
included in the consolidated historical financial statements since the
respective acquisition dates. As a result of our recent acquisitions,
goodwill accounts for 80% of our total consolidated assets at March 31, 2000.
At March 31, 2000, our goodwill was approximately $72 million. Goodwill
represents the excess of the aggregate purchase price paid for the
acquisition of companies accounted for as purchases over the fair value of
the net tangible assets of the acquired companies. Goodwill reduces earnings
now and in the future as we amortize it over a 25-year period on a
straight-line basis.

The terms of nine of our acquisition agreements provide for
additional consideration to be paid if the acquired entities' results of
operations exceed targeted levels, generally for a period of three years
subsequent to the acquisition dates. Targeted levels are generally set at the
annual earnings of the acquired entities before interest and taxes, allowing
for the add back of salaries and other costs that will not be incurred on a
post-acquisition basis. We pay the additional consideration in cash and with
shares of our common stock, and record the additional consideration when
earned as additional purchase price. Goodwill is increased for any additional
purchase price.

17
<PAGE>

HISTORICAL RESULTS OF OPERATIONS

The following historical results of operations for the year ended
December 31, 1997 represents the operations of Thermo-Tilt. The financial
information for the three month periods ended March 31, 1999 and 2000 and the
years ended December 31, 1998 and 1999 include Thermo-Tilt plus the results
of operations of the companies acquired by us after April 15, 1998 from their
respective dates of acquisition.

Due to the significant impact of the acquisitions on our operations,
the historical results of operations and period-to-period comparisons may not
be meaningful or indicative of future operating results. The addition of
revenues, expenses and other components of operations associated with the
acquisitions are the principal reasons for the significant differences when
comparing results of operations between periods:

YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
----------------------- ----------------------------
1997 1998 1999 1999 2000
---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues............................................... $ 5,629 $ 37,376 $ 108,198 $ 21,750 $ 21,476
Cost of revenues earned................................ 2,889 16,748 48,727 9,764 10,382
--------- ---------- ---------- ---------- ---------

Gross profit........................................... 2,740 20,628 59,471 11,986 11,094
Selling, general and administrative expenses........... 31,293 20,233 53,478 11,543 13,088
Stock-based compensation expense....................... 1 5,509 71 - -
Depreciation expense................................... 69 297 966 203 262
Amortization expense................................... - 972 3,393 860 869
--------- ---------- ---------- ---------- ---------

Income (loss) from operations.......................... (623) (6,383) 1,563 (620) (3,125)
Interest expense....................................... (90) (439) (2,962) (411) (1,093)
Other income (expense)................................. (19) 69 112 62 68
---------- ---------- ---------- ---------- ---------

Loss before income taxes............................... (732) (6,753) (1,287) (969) (4,150)
Income tax expense (benefit)........................... (266) (1,148) 370 (133) (1,255)
---------- ----------- ---------- ----------- ----------

Net loss............................................... (466) (5,605) (1,657) (836) (2,895)

Less amount attributable to sole proprietor............ 398 - - - -
Less preferred stock dividends:
Cash................................................ - 585 2,005 425 101
Non-cash............................................ - 9,540 2,492 - 470
--------- ---------- ---------- ---------- ---------

Net loss attributable to common stockholders........... $ (864) $ (15,730) $ (6,154) $ (1,261) $ (3,466)
========== =========== =========== =========== ==========
</TABLE>

THREE MONTHS ENDED MARCH 31, 1999, COMPARED TO THREE MONTHS ENDED MARCH
31, 2000

REVENUES. Revenues decreased from $21.8 million for the three months
ended March 31, 1999 to $21.5 million for the three months ended March 31,
2000. Although revenues decreased only $300,000, there were significant
fluctuations in quarterly revenues for certain subsidiaries. Precision Window
Mfg., Inc., one of our manufacturers, and four of the retailers to which it
provides windows, The Rolox Companies, Primax Window Co., ThermoView of
Missouri and ThermoView of California, collectively reported $1.4 million
less revenues for the three months ended March 31, 2000 than in the similar
period in 1999. This was due to a significant decline in production during
the three months ended March 31, 2000 as a consequence of the relocation of
our Precision manufacturing plant in St. Louis, Missouri. Precision's
production decline not only reduced revenues of Precision, but also caused
revenue reductions at the four retail operations due to Precision's inability
to produce and deliver windows during the plant relocation. We restored
production at Precision to more normal levels early in the second quarter of
2000.

The revenue reduction discussed above was offset by $1.6 million
more revenue reported for the three months ended March 31, 2000 by
Thermo-Shield, our Illinois subsidiary. We purchased Thermo-Shield on March
1, 1999. Accordingly, the three months ended March 31, 1999 included only one
month of revenue for Thermo-Shield compared to three months of revenue for
the three months ended March 31, 2000.

<PAGE>

GROSS PROFIT. Gross profit, which represents revenues less cost of
revenues earned, decreased from $12.0 million in the three months ended March
31, 1999 to $11.1 million in the three months ended March 31, 2000. The
decline in manufacturing output and corresponding revenue reduction
experienced by Precision and the four retail subsidiaries negatively impacted
gross profit. Thermo-Shield's two additional months of operating results in
the first quarter of 2000 partially offset this reduction in gross profit.

Cost of revenues earned includes the cost of glass, vinyl, hardware,
fabrication labor and manufacturing overhead for the manufacturing segment.
For the retail segment, cost of revenues earned includes the cost of vinyl
windows, doors, textured coating, vinyl siding, and other home improvement
products purchased plus installation costs and other indirect materials and
labor.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $11.5 million in the three months
ended March 31, 1999 to $13.1 million in the three months ended March 31,
2000. The $1.6 million increase in selling, general and administrative
expenses is largely due to two more months of Thermo-Shield's operations in
the three months ended March 31, 2000 causing an increase over the three
months ended March 31, 1999 of $1.2 million, and additional corporate office
expenses in the three months ended March 31, 2000 over the three months ended
March 31, 1999 amounting to approximately $300,000. The higher corporate
expenses in the three months ended March 31, 2000 are principally due to
consulting services and other professional fees.

Selling, general and administrative expenses include sales
commissions, advertising expenses, rent expense, corporate operating costs
and other general and administrative expense.

DEPRECIATION EXPENSE. Depreciation expense increased from $203,000
in the three months ended March 31, 1999 to $262,000 in the three months
ended March 31, 2000 as a result of recent capital expenditures, particularly
related to our Precision manufacturing plant.

AMORTIZATION EXPENSE. Amortization expense increased from $860,000
in the three months ended March 31, 1999 to $869,000 in the three months
ended March 31, 2000. Although there were increases in amortization expense
in the three months ended March 31, 2000 at several of the subsidiaries as
the former owners secured an increase to our purchase price of their entities
by achieving post-acquisition earnings targets, amortization at the corporate
level decreased in the three months ended March 31, 2000 as a result of lower
amortization of deferred loan costs.

INTEREST EXPENSE. Interest expense increased from $411,000 in the
three months ended March 31, 1999 to $1.1 million in the three months ended
March 31, 2000 primarily as a result of interest on the $10.0 million senior
subordinated promissory note with GE Capital, which began accruing in
mid-1999.

INCOME TAX BENEFIT. The benefit for income taxes in the three months
ended March 31, 1999 and the three months ended March 31, 2000 differs from
the amount computed by applying the statutory U.S. Federal income tax rate to
loss before income taxes primarily as a result of state taxes and
non-deductible goodwill amortization.

As of March 31, 2000, we had deferred income tax assets of $3.0
million. Because of cost reductions, lower product costs expected because of
outsourcing manufacturing, the introduction of new products and various other
performance improvements, we believe it is more likely than not that our
future taxable income will be sufficient to enable us to realize these
deferred income tax assets.

CASH DIVIDENDS. The cash dividends of $425,000 in the three months
ended March 31, 1999 represent dividends paid on our Series A and Series B
preferred stock, which converted into shares of our common stock effective
December 31, 1999. The cash dividends of $101,000 in the three months ended
March 31, 2000 represent dividends paid on our mandatorily redeemable Series
C convertible preferred stock.

NON-CASH DIVIDENDS. Non-cash dividends of $470,000 in the three
months ended March 31, 2000 represent accretion of the discount on the
mandatorily redeemable Series C preferred stock related to the value of the
detachable stock purchase warrants issued to the Series C preferred
stockholders.

1997 COMPARED TO 1998

REVENUES. Revenues increased from $5.6 million in 1997 to $37.4
million in 1998 from acquisitions made subsequent to April 15, 1998.

19
<PAGE>

GROSS PROFIT. Gross profit, which represents revenues less cost of
revenues earned, increased from $2.7 million in 1997 to $20.6 million in 1998
from acquisitions made subsequent to April 15, 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $3.3 million in 1997 to $20.2 million
in 1998. This increase results from acquisitions made subsequent to April 15,
1998, and the commencement of corporate activities which added $2.1 million
to selling, general and administrative expenses for 1998. Expenses related to
corporate operating activities which commenced on April 15, 1998 are included
primarily in general and administrative expenses.

STOCK-BASED COMPENSATION EXPENSE. In 1998, we recorded total
stock-based compensation expense of approximately $5.5 million. We do not
expect to record significant additional compensation expense for these items
in future years.

DEPRECIATION EXPENSE. Depreciation expense of $297,000 for 1998
represents primarily depreciation on acquisitions made after April 15, 1998.

AMORTIZATION EXPENSE. Amortization of $1.0 million for 1998
represents amortization on acquisitions made after April 15, 1998.

INTEREST EXPENSE. Interest expense of $439,000 for 1998 represents
primarily interest cost on additional borrowings to finance the acquisitions
made after April 15, 1998.

INCOME TAX BENEFIT. The loss before income taxes in 1998 includes
$2.3 million of non-deductible stock-based compensation expense, $853,000 of
non-deductible goodwill and $272,000 of non-deductible merger and acquisition
costs. Accordingly, the $1.1 million of 1998 income tax benefit is lower than
what would be expected by applying the statutory rate to the $6.8 million of
loss before income taxes.

PREFERRED STOCK DIVIDENDS. The cash dividends of $585,000 in 1998
represent dividends paid on our Series A preferred stock. We also recorded
non-cash dividends of approximately $9.5 million associated with the issuance
of our Series A preferred stock. Our Series A preferred stock was convertible
into shares of our common stock effective at a price which we determined to
be below the fair market value of the common stock on the date of issuance.
The Series A preferred stock converted into shares of our common stock
effective December 31, 1999.

1998 COMPARED TO 1999

REVENUES. Revenues increased from $37.4 million in 1998 to $108.2
million in 1999. This increase represents revenues from acquisitions made
subsequent to April 15, 1998.

GROSS PROFIT. Gross profit increased from $20.6 million in 1998 to
$59.5 million in 1999 from acquisitions made subsequent to April 15, 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $20.2 million in 1998 to $53.5 million
in 1999. This increase results from acquisitions made subsequent to April 15,
1998 and expenses relating to corporate activities which were incurred for
all of 1999 but only since April 15, 1998 for 1998. Selling, general and
administrative expenses have decreased, however, as a percentage of total
revenues from 54.1% in 1998 to 49.4% in 1999. Expenses related to corporate
operating activities have also decreased as a percentage of total revenues
from 5.6% in 1998 to 3.9% in 1999. These decreases are largely due to the
fixed nature of many of these costs.

DEPRECIATION EXPENSE. Depreciation expense increased from $297,000
in 1998 to $1.0 million in 1999. This increase represents primarily
depreciation on acquisitions made subsequent to April 15, 1998.

AMORTIZATION EXPENSE. Amortization expense increased from $1.0
million in 1998 to $3.4 million in 1999. This increase represents
amortization of goodwill on acquisitions made subsequent to April 15, 1998.

INTEREST EXPENSE. Interest expense of $3.0 million for 1999
represents primarily interest cost on additional borrowings to finance the
acquisitions made after April 15, 1998. Included in interest expense for 1999
is $800,000 of non-cash debt discount accretion.

20
<PAGE>

INCOME TAX EXPENSE (BENEFIT). The benefit for income taxes for 1998
and the expense for income taxes in 1999 differs from the amount computed by
applying the statutory U.S. Federal income tax rate to loss before income
taxes primarily as a result of state taxes and non-deductible goodwill
amortization. In addition, the tax benefit for 1998 is less than expected
because of non-deductible stock-based compensation expense.

As of December 31, 1999, we had deferred income tax assets of $1.7
million. To realize a deferred tax asset of $1.7 million, we would need to
have future taxable income of approximately $5.0 million. We had taxable
income of approximately $175,000 in 1999. Taxable income would need to
increase to approximately $300,000 per year to enable us to realize the
deferred tax asset during the carryforward period. Because of cost
reductions, lower product costs expected because of outsourcing
manufacturing, the introduction of new products and various other performance
improvements, we believe it is more likely than not that our future taxable
income will be sufficient to enable us to realize these deferred income tax
assets.

CASH DIVIDENDS. The cash dividends of $585,000 for 1998 represent
dividends paid on our Series A preferred stock. The cash dividends of $2.0
million for 1999 relate to dividends on shares of our Series A and Series B
preferred stock, which were converted into shares of our common stock
effective December 31, 1999, as well as on our mandatorily redeemable Series
C convertible preferred stock.

NON-CASH DIVIDENDS. We recorded non-cash dividends of approximately
$9.5 million associated with the issuance of our Series A preferred stock for
1998. Our Series A preferred stock was convertible into shares of our common
stock at a price which we determined to be below the fair market value of
common stock on the date of issuance. Non-cash dividends of $2.5 million for
1999 relate primarily to a beneficial conversion feature of the mandatorily
redeemable Series C convertible preferred stock issued in April 1999 and
accretion of the discount on the mandatorily redeemable preferred stock
related to the value of the detachable stock purchase warrants issued to the
Series C preferred stockholders.

PRO FORMA REVENUES AND GROSS PROFIT

We have presented pro forma revenues and gross profit on a combined
historical basis for the years ended December 31, 1997, 1998, and 1999. We
have not presented any pro forma financial information below the gross profit
line, since much of the pre-acquisition financial data below gross profit is
significantly impacted by compensation packages of the former owners of these
companies. We negotiate and, in many cases, significantly revise compensation
packages in connection with our acquisitions of these businesses.

Our pro forma results for any period are not necessarily indicative
of future results because, among other things, the acquired companies were
not under common control or management prior to their acquisition. The timing
and magnitude of acquisitions, assimilation costs and seasonal nature of the
industry may cause an increase or decrease in our revenues and expenses.

PRO FORMA REVENUES FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND
1999

The following table presents revenues for each of our acquired
companies and total pro forma revenues for the years ended December 31, 1997,
1998 and 1999.

21
<PAGE>

YEAR ENDED DECEMBER 31,
-----------------------
ACQUIRED COMPANY 1997 1998 1999
- ---------------- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
RETAIL SEGMENT:
Thermo-Tilt Window Company......................................... $ 5,629 $ 5,124 $ 4,226
American Home Developers Co., Inc.................................. 4,883 4,715 4,402
Primax Window Co................................................... 7,132 6,527 7,007
The Rolox Companies................................................ 10,354 11,276 11,927
American Home Remodeling(1)........................................ 6,326 7,357 -
Five Star Builders, Inc.(1)........................................ 8,279 8,032 16,989
NuView Industries, Inc.(2)......................................... 4,690 4,602 5,506
Leingang Siding and Window, Inc.................................... 5,457 6,012 5,683
Thomas Construction, Inc........................................... 26,493 25,554 27,884
The Thermo-Shield Companies........................................ 12,395 14,906 19,066
---------- ---------- ----------
Total pro forma revenues of retail segment...................... 91,638 94,105 102,690
MANUFACTURING SEGMENT:
T. D. Windows, Inc................................................. 1,312 1,140 1,544
Thermal Line Windows, L.L.P.(3).................................... 6,088 7,179 7,905
Precision Window Mfg., Inc......................................... 6,432 6,548 7,607
---------- ---------- ----------
Total pro forma revenues of manufacturing segment............... 13,832 14,867 17,056
Intersegment eliminations and other................................ (5,846) (6,857) (9,046)
---------- ---------- ----------
Total pro forma revenues........................................ $ 99,624 $ 102,115 $ 110,700
========== ========== ==========
</TABLE>

- ----------

(1) American Home Remodeling merged into Five Star Builders, Inc.,
effective December 31, 1998. Five Star Builders, Inc. changed its name
to ThermoView of California, Inc.

(2) ThermoView of Missouri, Inc. acquired the assets of NuView Industries,
Inc., which commenced its window business on February 1, 1997.

(3) Thermal Line Windows, L.L.P. is now Thermal Line Windows, Inc.

1997 PRO FORMA REVENUES COMPARED TO 1998 PRO FORMA REVENUES

Total pro forma revenues increased from $99.6 million in 1997 to
$102.1 million in 1998.

RETAIL SEGMENT. Retail segment revenues increased a net $2.5
million, with the following companies reporting the most significant
fluctuations:

- The Rolox Companies' revenue increased $922,000, reflecting an
increase in its vinyl siding revenues.

- American Home Remodeling's revenue increased $1.0 million
primarily as a result of adding a textured coating business.

- Thermo-Shield's revenue increased $2.5 million related to growth
of its Michigan and Arizona additional branches opened in 1997 and
an Indiana branch opened in 1998.

- Thomas Construction reported a decrease in revenue of $939,000 due
to reduced sales generated through an unaffiliated home
improvement chain.

MANUFACTURING SEGMENT. In the manufacturing segment, Thermal Line
Windows experienced revenue growth of $1.1 million as it expanded its sales
to third-party customers in the Colorado market. Inclement weather adversely
affected sales to third-party customers in 1997.

22
<PAGE>

1998 PRO FORMA REVENUES COMPARED TO 1999 PRO FORMA REVENUES

Total pro forma revenues increased from $102.1 million in 1998 to
$110.7 million in 1999.

RETAIL SEGMENT. Pro forma revenues in our retail segment increased
$8.6 million, with the following companies reporting the most significant
fluctuations:

- American Home Remodeling and Five Star Builders together accounted
for a $1.6 million increase in revenues. This resulted from
increases in window contracts adding to their textured coating
business, as well as price increases.

- Thomas Construction's revenue increased $2.3 million due
principally to favorable weather conditions in the fourth quarter
of 1999 and a concentrated sales effort in that quarter.

- Thermo-Shield's revenue increased $4.2 million principally due to
a contract with a major home improvement chain to provide sales
leads that resulted in significant growth in window contracts.

MANUFACTURING SEGMENT. Pro forma revenues in our manufacturing
segment increased $2.2 million, principally due to the following:

- Precision Window reported a $1.1 million increase in revenue in
1999, with higher intercompany sales to Primax, Rolox and NuView
Industries.

- Thermal Line Windows reported a $700,000 increase in revenues in
1999 due to increased sales to a major customer.

PRO FORMA GROSS PROFIT FOR THE YEARS ENDED DECEMBER 31, 1997, 1998
AND 1999

The following table presents gross profit for each of our acquired
companies and total pro forma gross profit for the years ended December 31,
1997, 1998 and 1999.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
1997 1998 1999
--------------------- ----------------------- -----------------------
GROSS PERCENT OF GROSS PERCENT OF GROSS PERCENT OF
ACQUIRED COMPANY PROFIT REVENUES PROFIT REVENUES PROFIT REVENUES
- ---------------- --------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
RETAIL SEGMENT:
Thermo-Tilt Window Company....................... $ 2,739 48.7% $ 2,726 53.2% $ 2,134 50.5%
American Home Developers Co., Inc................ 2,193 44.9 2,249 47.7 1,978 44.9
Primax Window Co................................. 3,824 53.6 3,717 56.9 4,073 58.1
The Rolox Companies.............................. 6,268 60.5 6,379 56.6 7,043 59.1
American Home Remodeling(1)...................... 3,297 52.1 4,658 63.3 - -
Five Star Builders, Inc.(1)...................... 5,945 71.8 5,730 71.3 11,856 69.8
NuView Industries, Inc.(2)....................... 2,329 49.7 2,577 56.0 2,831 51.4
Leingang Siding and Window, Inc.................. 1,865 34.2 2,081 34.6 2,170 38.2
Thomas Construction, Inc......................... 12,454 47.0 12,277 48.0 13,835 49.6
The Thermo-Shield Companies...................... 6,686 53.9 8,236 55.3 10,763 56.5
--------- ------- --------- ------- --------- -------
Total pro forma gross profit of retail segment. 47,600 51.9 50,630 53.8 56,683 55.2
MANUFACTURING SEGMENT:
T. D. Windows, Inc............................... 274 20.9 285 25.0 201 13.0
Thermal Line Windows, L.L.P.(3).................. 2,015 33.1 2,337 32.6 2,669 33.8
Precision Window Mfg., Inc....................... 693 10.8 1,048 16.0 1,687 22.2
--------- ------- --------- ------- --------- -------
Total pro forma gross profit of manufacturing
segment...................................... 2,982 20.9 3,670 24.7 4,557 26.7
--------- ------- --------- ------- --------- -------
Total pro forma gross profit................... $ 50,582 50.8% $ 54,300 53.2% $ 61,240 55.3%
========= ======= ========= ======= ========= =======
</TABLE>

- -----------

23
<PAGE>

(1) American Home Remodeling merged into Five Star Builders, Inc.,
effective December 31, 1998. Five Star Builders, Inc. changed its name
to ThermoView of California, Inc.

(2) ThermoView of Missouri, Inc. acquired the assets of NuView Industries,
Inc., which commenced its window business on February 1, 1997.

(3) Thermal Line Windows, L.L.P. is now Thermal Line Windows, Inc.

1997 PRO FORMA GROSS PROFIT COMPARED TO 1998 PRO FORMA GROSS PROFIT

Total pro forma gross profit percentages improved from 50.8% in 1997
to 53.2% in 1998.

RETAIL SEGMENT. Gross profit improved in the retail segment as our
retail companies enhanced purchasing power through growth and as competition
increased among supply vendors.

- The Rolox Companies' product mix accounted for the decrease in
gross profit percentage, where it reported higher sales of vinyl
siding in 1998 which has a lower gross profit than replacement
windows.

- American Home Remodeling's gross profit improved in 1998 as it
shifted its business from general contracting to replacement
windows.

MANUFACTURING SEGMENT. In the manufacturing segment, Precision
negotiated cost reductions on vinyl and glass. Additionally, Precision
implemented a 2.0% price increase and TD Windows a 5.0% price increase,
effective in 1998, related to their manufacturing segment sales.

1998 PRO FORMA GROSS PROFIT COMPARED TO 1999 PRO FORMA GROSS PROFIT

Total pro forma gross profit percentages improved from 53.2% for
1998 as compared to 55.3% for 1999.

RETAIL SEGMENT. The more significant gross profit fluctuations in
the retail segment were:

- American Home Remodeling and Five Star Builders together had a
2.3% improvement in gross profit due to price increases.

- Thomas Construction had a 1.6% improvement in gross profit due to
labor efficiencies achieved at higher sales volumes.

MANUFACTURING SEGMENT. In the manufacturing segment, Precision's
gross profit improved from 16.0% for 1998 to 22.2% for 1999 due in part to
higher sales volumes and negotiated cost reductions on vinyl and glass.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000, we had cash and equivalents of $1.0 million,
working capital of $841,000, $21.8 million of long-term debt, net of current
maturities, $7.1 million of non-current amounts due to sellers of acquired
businesses, and $5.1 million of mandatorily redeemable preferred stock. Our
operating activities for the three months ended March 31, 2000, used $764,000
of cash. Our operating activities for the year ended December 31, 1999
provided $2.8 million of cash. We used $100,000 in our operating activities
during the year ended December 31, 1998.

The use of cash for investing activities for the three months ended
March 31, 2000, relates primarily to additional consideration paid under
terms of a 1999 acquisition agreement which accounts for the use of $1.0
million of cash. Investing activities also included investments in property
and equipment of $351,000 in the three months ended March 31, 2000. The use
of cash for investing activities for the year ended December 31, 1999 relates
primarily to acquisition activity which accounts for the use of $22.3
million. Investing activity also included investments in property and
equipment of $873,000 and a net investment in finance receivables of $669,000
in the year ended December 31, 1999. During the year ended December 31, 1998,
we used $15.6 million for acquisitions, and invested $861,000 in property and
equipment and $578,000 in finance receivables.

We used $151,000 in cash to finance activities in the three months
ended March 31, 2000, comprised of $101,000 for preferred stock dividends and
$50,000 for repayment of debt. The major sources of cash provided by financing
activities in the year

24
<PAGE>

ended December 31, 1999 were borrowings of $9.7 million under our PNC Bank
credit facility, net proceeds of $9.4 million on borrowings from GE Capital,
net proceeds of $5.4 million from issuance of mandatorily redeemable Series C
convertible preferred stock and detachable stock purchase warrants and net
proceeds of $3.5 million from the issuance of common stock in our public
offering. These sources were offset by the repayment of $2.4 million of debt,
exclusive of refinanced debt, the payment of $2.0 million of preferred
dividends, and deferred financing costs of $855,000. During the year ended
December 31, 1998, we received $14.5 million of net proceeds from our Series
A preferred stock offering, $614,000 of net proceeds from an offering of
common stock, $5.3 million from our PNC Bank credit facility, and $1.5
million from related-party borrowings. These sources were offset by a use of
cash of $2.1 million to repurchase 91,284 shares of our common stock.

In August 1998, we established a $15.0 million line of credit with
PNC Bank. Borrowings under the line of credit bear interest at a Euro-Rate
based variable rate. Interest on the line of credit is payable quarterly and
principal is payable in full at maturity. In November 1999, PNC Bank extended
the maturity date of the line of credit from August 31, 2000, to January 1,
2001, and on April 14, 2000, PNC Bank further extended the maturity date to
May 1, 2001. On or before May 1, 2001, we anticipate either extending the
term of the credit facility or refinancing it. Pursuant to the terms of the
line of credit, at any one time, the aggregate unpaid principal amount of
advances under the line of credit shall not exceed the lesser of $15.0
million, or our earnings before interest, income taxes, depreciation and
amortization, as defined in the loan documents, for the immediately preceding
four fiscal quarters from our most recent financial statements multiplied by
4.6 as of March 31, 2000, 4.5 as of June 30, 2000 and 3.5 as of September 30,
2000 and thereafter.

We have secured the line of credit by substantially all of our
personal property and by a pledge to PNC Bank of all of our ownership
interests in our subsidiaries. The line of credit requires that any company
acquired by us must become a borrower under the line of credit. Additionally,
the line of credit obligates us to pay a quarterly unused loan fee and other
fees and expenses. Four of our stockholders, two of whom are also our
executive officers and directors, also agreed to guarantee $3.0 million of
the credit facility for fees equal to an annual rate of 5% from April 2000
through June 2000 and 10% thereafter subject to Board of Director approval.

As of the date of this prospectus, we have borrowed the entire
amount available to us under the line of credit.

In July 1999, we received $10.0 million in senior subordinated
financing from GE Capital Equity Investments, Inc. We used the proceeds from
this financing primarily to repay related-party indebtedness and outstanding
acquisition indebtedness. We also used a portion of the proceeds to fund
obligations to former shareholders of acquired businesses for satisfying
post-acquisition performance standards as set forth in the acquisition
agreements. Interest under the note is payable quarterly in arrears at 12%
per annum, subject to substantial increases as described in the financing.
Principal under the note is payable in full in July 2002 but we may prepay
the note at a premium prior to its maturity. Among its covenants, the note
requires us to refrain from entering into acquisitions priced above a
pre-defined earnings multiple unless GE Capital consents. The note, which is
subordinate to our line of credit with PNC Bank, is secured by a lien on
substantially all of our assets, a guarantee executed by our subsidiaries and
a pledge of our ownership in our current and future subsidiaries. In
conjunction with the issuance of the note, we issued to GE Capital warrants
to purchase 555,343 shares of our common stock at $0.03 per share which
expire during July 2007. The GE Capital subordinated debt agreement contains
terms that require increases in the number of common shares exercisable under
the stock purchase warrant in certain circumstances. In May 2000, one of the
stipulated circumstances occurred causing an adjustment so that GE Capital
now has warrants to purchase 561,343 shares of common stock at $.03 per
share. We have accounted for the portion of the proceeds from this loan equal
to approximately $4.8 million allocable to the warrant as paid-in capital
with the resulting discount amortized as additional interest over the term of
the loan. The stated 12% interest on the note amounts to $1.2 million per
annum. The discount related to the warrants deemed as interest on the note
and the amortization of debt issuance costs together amount to approximately
$1.7 million per annum. These amounts will continue to reduce our earnings
until we retire the note.

In October 1999, we amended our line of credit with PNC Bank to
provide for additional borrowings under a multiple advance term note whereby
we could borrow up to an additional $2.5 million. The note bore interest at
prime plus one percent per annum and interest was payable monthly. Principal
under the note was payable in full at maturity on the earlier of January 14,
2000 or the closing of our public offering. ThermoView borrowed approximately
$2.1 million under the note for working capital purposes. In December 1999,
we repaid the note in full with proceeds from our public offering.

Our line of credit with PNC Bank and subordinated debt owed to GE
Capital require us to comply with affirmative and negative covenants. We must
maintain various financial ratios and these lenders may restrict us from
incurring other debt. We may not pay dividends on our common stock while the
line of credit and the subordinated debt are outstanding. We are also subject
to other restrictions, including restrictions pertaining to significant
corporate transactions and management changes.

25
<PAGE>

If we default under the line of credit, PNC Bank could, among other
items, cease all advances, accelerate all amounts owed to PNC Bank and
increase the interest rate on the line of credit. If we default under the
subordinated debt documents, GE Capital could, among other items, accelerate
all amounts owed to GE Capital, subject to the rights of PNC Bank as our
senior lender under the line of credit. Under either the PNC Bank line of
credit or the GE Capital subordinated debt, an event of default could result
in the loss of our subsidiaries because of the pledge of our ownership in all
of our subsidiaries to PNC Bank and on a subordinated basis to GE Capital.

We violated PNC Bank and GE Capital covenants at December 31, 1999,
and through March 30, 2000. The covenant violations resulted largely from
losses during the twelve-month period prior to covenant measurement dates.
Because of losses, we currently have no excess cash available for
unanticipated working capital purposes. PNC Bank and GE Capital waived these
covenant violations as of December 31, 1999 and through March 30, 2000, and
reset financial covenants to accommodate compliance at March 31, 2000, and in
the future.

In April 1999, we issued an aggregate of 6,000 shares of Series C
preferred stock to two institutional accredited investors, Brown Simpson
Growth Fund, L.P., a New York limited partnership, and Brown Simpson Growth
Fund, Ltd., a Grand Cayman, Cayman Islands limited partnership, at a per
share purchase price of $1,000, for a total investment of $6.0 million. We
used the proceeds from this financing primarily to repay outstanding
acquisition indebtedness. In conjunction with the issuance of the Series C
preferred stock, we issued to the two funds warrants to purchase up to a
total of 400,000 shares of common stock at $21.00 per share, the number of
shares and exercise price being subject to adjustment, which expire in April
2004. We have accounted for the portion of the proceeds equal to an estimated
$2.0 million from this Series C preferred stock allocable to the warrants as
paid-in capital. We will amortize the resulting discount as additional
preferred stock dividends from the issuance date to October 2000, the
earliest redemption date. Since the conversion price of the Series C
preferred stock at the issuance date was less than the market price of our
common stock, preferred dividends include approximately $1.2 million in the
second quarter of 1999. The stated 9.6% dividend on the Series C preferred
stock comprised of 70% cash and 30% of our common stock amounts to $576,000
per annum based on the currently outstanding number of shares of our Series C
preferred stock. The stated dividend will reduce our earnings for so long as
the Series C preferred stock remains outstanding. The additional dividends
related to the warrants and the accretion of preferred stock issuance costs
will reduce our earnings in 2000 by approximately $1.3 million through
October 2000. In August 1999, we amended the exercise price of the warrant to
$18.00 per share in exchange for a commitment of the holders to refrain from
selling any of our securities from the closing of the offering to January 31,
2000. We are accounting for the estimated increase in fair value of the
warrants as the result of the exercise price change in an aggregate amount of
approximately $180,000 as additional dividends on the Series C preferred
stock from August 1999 through January 2000.

The Series C preferred stock agreement contains terms that require
increases in the number of shares of common stock exercisable under the
warrants and adjustments to the exercise price of the warrants, as well as
increases in the number of shares of common stock issuable upon conversion of
the Series C preferred stock. In May 2000, one of the stipulated
circumstances occurred and, accordingly, the two funds holding the Series C
preferred stock now have warrants to purchase 600,000 shares, increased from
400,000 shares, of common stock at $12.00 per share, reduced from $18.00 per
share. The two funds, upon conversion of the Series C preferred stock, will
receive 500,000 shares, increased from 400,000 shares, of common stock.

As of December 31, 1999, we owed $8,085,000 to previous owners of
our subsidiaries for additional consideration under terms of our acquisition
agreements. In February 2000, we paid $1.0 million cash towards these
obligations. In April 2000, we negotiated agreements with the previous owners
for the issuance of 1,417,000 shares of our 12% Series D cumulative preferred
stock with a liquidation value of $5.00 per share in lieu of the remaining
$7,085,000 obligation due to them. We also issued an additional 22,316 shares
of our Series D preferred stock to compensate the previous owners for
interest earned in an amount equal to $111,580 prior to settlement of the
obligations. Our Series D preferred stock will pay cumulative dividends at
the rate of $.60 per share annually, subject to the availability of such
funds and the consent of PNC Bank.

We incurred significant operating losses in the first quarter of
2000 resulting largely from a significant decline in production during the
relocation of our Precision manufacturing plant in St. Louis, Missouri. The
production decline at Precision also caused losses at a number of our retail
operations due to Precision's inability to deliver windows. We restored
production to normal levels early in the second quarter of 2000. The reduced
pace of installing windows by our retail operations in the first quarter did
contribute to a higher revenue backlog for our second quarter.

In spite of these losses, we believe that our cash flow from
operations will allow us to meet our anticipated needs during at least the
next 12 months for:

- payment of the interest on our line of credit and subordinated
debt;

26
<PAGE>

- payment of dividends due on our Series C and Series D preferred
stock;

- working capital requirements; and

- planned property and equipment capital expenditures.

Originally, we intended to continue our acquisition program with a
combination of cash, common stock and seller debt used to finance the primary
portion of consideration and we anticipated the cash needed for acquisitions
to come principally from an expanded bank line and future common stock
offerings. Currently, we do not have an expanded bank line nor do we
anticipate a common stock offering in the near term to fund acquisitions or
unanticipated operating needs. For the near term, we have decided to focus on
improving the profitability of our existing operations, opening new locations
and expanding the market areas of our existing retail subsidiaries while
pursuing high quality acquisition targets.

We will need additional sources of financing to open new locations
and expand the market areas of our existing retail subsidiaries. Any required
additional financing may not be available on terms favorable to us, or at
all. If adequate funds are not available on acceptable terms, we may be
unable to fund additional acquisitions, successfully promote our products,
open new locations, or develop new or enhanced products, any of which could
lower our revenues and net income, if we achieve profitability in the future.
If we raise additional funds by issuing equity securities, stockholders may
experience dilution of their ownership interest and the newly issued
securities may have rights superior to those of our common stock. If we issue
or incur debt to raise funds, we may be subject to limitations on our
operations.

We will pay dividends on the Series C and Series D preferred stock,
subject to the consent of PNC Bank in connection with the Series D preferred
stock, until the shares are redeemed or converted.

PENDING LITIGATION

We do not anticipate any significant adverse effect on our results
of operations or cash flow through December 2000 because of the Pro Futures
litigation described in Legal Proceedings on page 40. Although we believe
the claims in this litigation are without merit and intend to vigorously
defend the suit, an adverse outcome, thereafter, in this action could have a
material adverse effect on our results of operations and cash flow.

THE SHARES IN THE INITIAL PUBLIC OFFERING MAY HAVE BEEN OFFERED OR
SOLD IN VIOLATION OF THE SECURITIES ACT OF 1933

ThermoView entered into a 90-day listing agreement in October 1999
with IPO.COM, Inc. under which ThermoView authorized IPO.COM to include its
prospectus on the IPO.COM web site. In addition to hosting ThermoView's
prospectus, IPO.COM provided summary material relating to ThermoView and its
initial public offering on its web site. The IPO.COM web site also provided a
direct link to the ThermoView web site. Although ThermoView did not intend to
create an agency relationship with IPO.COM, and while ThermoView believes
that IPO.COM is not and has not acted as its agent, the listing agreement may
have created an agency relationship. If IPO.COM is deemed ThermoView's agent
pursuant to the listing agreement, the summarized material contained in the
IPO.COM web site relating to ThermoView and the initial public offering and
the information contained in the ThermoView web site could constitute a
prospectus that does not meet the requirements of the Securities Act of 1933.
If the summarized materials relating to ThermoView in the IPO.COM web site or
the materials contained in the ThermoView web site did constitute a violation
of the Securities Act of 1933, investors in the initial public offering would
have the right, for a period of one year from the date of their purchase of
common stock, to obtain recovery of the consideration they paid for their
common stock or, if these persons had already sold the common stock, to sue
ThermoView for damages resulting from their purchase of common stock. These
damages could total up to approximately $6.9 million, plus interest, based on
the initial public offering price of $5.50 per share for 1,255,000 shares, if
these investors seek recovery or damages after an entire loss of their
investment. Any recovery or damages could adversely impact ThermoView's
liquidity during the period in which a refund is paid. Although ThermoView
cannot be certain as to the ultimate disposition of this matter, it is the
opinion of ThermoView's management, based upon the information available to
it, that the expected outcome of this matter will not significantly affect
the results of operations and financial condition of ThermoView.

INTEREST RATE RISK

Changes in interest rates expose us to market risk. As of March 31,
2000, approximately 60% of our debt portfolio consisted of variable-rate debt
and approximately 40% consisted of fixed-rate debt. With respect to the
variable-rate debt, a hypothetical 100 basis point increase in interest rates
would increase our annual interest expense by approximately $150,000 as of
March 31, 2000.

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Interest rate changes would result in gains or losses in the market
value of our fixed-rate debt due to the differences between the current
market interest rates and the rates governing these instruments. With respect
to our fixed-rate debt outstanding at March 31, 2000, a 10% change in
interest rates would not have resulted in a significant change in the fair
value of our fixed-rate debt.

YEAR 2000

During 1999, management completed the process of preparing for the
Year 2000 date change. This process involved identifying and remediating date
recognition problems in computer systems, software and other operating
equipment, working with third parties to address their Year 2000 issues, and
developing contingency plans to address potential risks in the event of Year
2000 failures. To date, ThermoView has successfully managed the transition.

Although considered unlikely, unanticipated problems in our core
business processes, including problems associated with non-compliant third
parties and disruptions to the economy in general, could still occur despite
efforts to date to remediate affected systems and develop contingency plans.
Management will continue to monitor all business processes, including
interaction with our customers, vendors and other third parties, throughout
2000 to address any issues and ensure all processes continue to function
properly.

The costs to us for compliance with year 2000 issues consisted of
our fee to our outside consultant for the development and management of the
assessment program, and the costs associated with the purchase of software
upgrades and replacement equipment. To date, we have paid $101,500 to our
outside consultant and $158,800 for the upgrade and replacement of software
and equipment. We anticipate minimal future costs for the upgrade and
replacement of software and equipment. These costs do not include wages and
benefits paid to our personnel that utilize their time for the assessment
program. We are funding costs of remediation from operations. We are charging
the costs associated with remediation as current expenses with the exception
of the costs of replacing software and equipment which are capitalized.

INFLATION

Due to relatively low levels of inflation experienced during the
years ended December 31, 1997, 1998 and 1999, and the three months ended
March 31, 2000, inflation did not cause a significant increase in our costs.

SEASONALITY

Historically, our results of operations have fluctuated on a
seasonal basis. We have experienced lower levels of sales and profitability
during the period from mid-November to mid-March, impacting the first and
fourth quarters of each year. Inclement weather conditions in the winter and
spring months in our markets located in the north central United States,
which limit our ability to install exterior home improvement products,
reduces demand for windows, doors, vinyl siding and related products. Our
intention is to expand our southern California markets and to enter other
markets in the Southwest and southern United States to reduce the impact of
seasonality if we have the available capital.

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BUSINESS

OVERVIEW

We design, manufacture, sell and install custom vinyl replacement
windows for residential and retail commercial customers. We also sell and
install replacement doors, textured coatings, vinyl siding, patio decks,
patio enclosures, cabinet refacings, and bathroom and kitchen remodeling. We
facilitate the financing of a portion of our customers' purchases through Key
Home Credit, our consumer finance subsidiary.

In April 1998, we acquired Thermo-Tilt Window Company, which was
established in 1987. Since that time, we have acquired 12 retail and
manufacturing businesses which have been in operation an average of
approximately 10 years. At May 10, 2000, we had over 1,300 employees and
had facilities in 13 states, primarily in the Midwest and southern
California. For calendar 1999, we generated consolidated revenues of
approximately $108.0 million.

Our initial business plan focused on an aggressive acquisition
program to build a vertically integrated company in the vinyl window
business. We intended to aggressively develop in the manufacturing, retail,
and finance segments.

Although the essence of our initial business plan is in place, we
have modified our plan during the first quarter of 2000 to become more
horizontally integrated. Our new plan places greater emphasis on the retail
segment, and less emphasis on the manufacturing and finance segments. Our new
plan also places less reliance on acquisitions and more reliance on opening
new locations, developing new or enhanced products, and expanding the market
areas of our existing retail subsidiaries.

Reasons for a shift in emphasis are:

<TABLE>
<CAPTION>
NEW APPROACH MANAGEMENT'S JUSTIFICATION
<S> <C>
- - Reduce emphasis on manufacturing segment. - With our present volume in the retail segment, we can achieve lower
product cost and more consistent product quality by outsourcing to high
volume unaffiliated window manufacturers.

- - Increase emphasis on retail. - With good penetration in the retail segment regional markets and higher
gross profits in the retail segment versus the manufacturing segment,
we want to expand our retail segment. Our present locations, bases of
business, and subsidiary management provide an opportunity to open new
branch locations, to develop new or enhanced products and to expand
market areas of our existing retail subsidiaries.

THE REPLACEMENT WINDOW INDUSTRY

Sales of replacement windows have experienced substantial growth in
recent years. According to U.S. Census Bureau and industry statistics:

- estimated domestic expenditures in the replacement window industry
were $8.2 billion in 1998, an increase of 32.3% over 1993;

- an estimated 28.4 million replacement windows were sold in 1998,
a 38.5% increase over 1992 levels; and

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- of available replacement windows, vinyl replacement windows are
the most popular, comprising 49.6% of total estimated unit sales
in 1998.

Three basic categories of windows comprise the replacement window
market: vinyl, wood and aluminum. We believe that vinyl windows require less
maintenance and are more durable than either wood or aluminum windows and
they provide greater energy efficiency than aluminum windows. Since prices
for vinyl windows have become more competitive with wood window prices and
the durability and energy efficiency of vinyl windows have improved, the
demand for vinyl windows significantly increased from 1993 through 1998.
Today, vinyl windows are the most popular replacement window. We believe that
factors driving demand in the replacement window industry include:

- the aging existing housing stock;

- job and wage growth;

- consumer confidence levels;

- consumer credit conditions;

- interest rates;

- demographic trends;

- population migration between urban and suburban areas; and

- demand for maintenance free products.

GROWTH STRATEGY

Our goal is to become a leader in the replacement window industry by
building a nationwide network of sales and installation subsidiaries through
internal growth and acquisitions.

INTEGRATION STRATEGY

We believe that we can increase our growth through expansion of the
markets of our current and acquired subsidiaries. We believe that our brand
recognition and integrated management enhances the capability of our
subsidiaries to further expand regional market share. In January 2000, we
changed the focus of our expansion strategy to growth of our current
subsidiaries and opening retail enterprises in new locations during the near
future rather than expanding predominantly through acquisitions. However, we
will continue to pursue high quality acquisition targets.

ACQUISITION STRATEGY

We believe that our acquisition strategy capitalizes on the
fragmented nature of the replacement window industry. We seek acquisition
candidates with the following characteristics:

- experienced, growth-oriented management;

- strong regional market share; and

- financial performance to increase our earnings and cash flow.

EXPERIENCED MANAGEMENT. Our management has substantial experience in
the replacement window and related businesses. We believe this level of
experience provides a solid foundation for growth. We manage our subsidiaries
on a decentralized basis with local management assuming responsibility for
the day-to-day operations, profitability and growth of the business. We
believe that while we actively maintain operating and financial controls, as
well as foster the sharing of information among our subsidiaries to enhance
our efficiency, our decentralized operating structure allows us to retain the
entrepreneurial spirit of each of our subsidiaries.

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In addition, our decentralized operation allows us to capitalize on the local
and regional market knowledge and customer relationships of our retail
subsidiaries.

REGIONAL MARKET SHARE. Our goal is to become the leading vinyl
replacement window business in each region where we acquire a business. We
seek acquirees that have significant business and a recognizable name in the
market areas where those acquirees engage in business.

FINANCIAL PERFORMANCE. We analyze the financial performance of our
acquisition targets in their markets to determine how they will add to our
earnings and cash flow through our acquisition due diligence. Our internal
investigation seeks to target efficiencies and economies to be derived from
the integration of the target entity. We believe that the combined sales
experience of our subsidiary personnel should assist target entities in
improving and diversifying product sales in the region served by the target.

BENEFITS TO THERMOVIEW

We believe that our integration and acquisition strategy offers a
number of benefits.

EFFICIENT PENETRATION OF NEW MARKETS. We focus on acquisition
targets that have the customer base, employees and infrastructure necessary
to be a core business that we can consolidate with our other service
operations. We seek businesses that are located in attractive regional
markets, have experience in the industry, and management willing to
participate in our future growth. Our plan is to enter markets by expansion
of existing subsidiaries, opening new retail enterprises and acquisitions in
predominantly metropolitan areas in the Southeast, Midwest and West if
appropriate opportunities present themselves, and we have available cost
effective capital.

OPERATING EFFICIENCIES. We believe our integration strategy affords
us the ability to achieve operating efficiencies and cost savings through
volume discounts on purchases. With our increasing size and product market
share, we expect to form relationships with larger product manufacturers to
purchase the products we sell at a significant price advantage over the
small, independent competitors that largely comprise the vinyl replacement
window industry. In addition, the regional concentration of our
sales/installation locations affords us lower freight costs and the ability
to better manage inventory levels between facilities. Also, we seek to
provide centralized accounting software and administrative functions that we
believe should enhance the operating efficiencies of our subsidiaries.

RELIABLE AND INEXPENSIVE SERVICING. Originally, we believed that
through the introduction of our own custom manufactured vinyl replacement
window from internal and external manufacturers, we would be able to provide
our retail subsidiaries with a common product or products to sell in their
markets. By providing a manufacturing operation that was geographically
proximate to our retail operations, our manufacturers would be able to
quickly deliver a completed window for installation. After an analysis of the
manufacturing operations in early 2000, we determined that with our present
volume in the retail segment, we can achieve lower product cost and more
consistent quality by relying more extensively on unrelated third-party
manufacturing with a significant reduction in our own manufacturing.
Consequently, we have begun to direct a portion of our manufacturing to Great
Lakes Window, Inc. in Toledo, Ohio. The initial results of this change in our
strategy appear to have reduced our manufacturing costs and delivery delays
and improved quality control.

ABILITY TO LEVERAGE LOCAL BUSINESS REPUTATIONS. We maintain strong
customer relationships by acquiring sales and installation companies that
have strong and long-standing local reputations, by generally allowing the
companies to continue to operate under their original names. Beginning in
2000, we intend to introduce private label programs for our new acquirees to
diversify the products of our acquirees and take advantage of the local
reputation of our acquirees in their markets.

INCREASED ABILITY TO OFFER CUSTOMER FINANCING. Initially, we
believed that through Key Home Credit, our consumer finance subsidiary, we
could provide our customers with additional means to finance the purchases of
our products. We believed that this additional source of revenue would be an
adjunct to our primary business and should provide a means of assisting in
the sales of our various products. However, because of inadequate capital to
grow Key Home Credit to a level of profitability, we no longer intend to use
Key Home Credit to finance purchases of our products but rather to broker the
financing through joint venture arrangements with third-party lenders. This
approach will increase access to financing sources for our customers, while
enhancing the ability of Key Home Credit to become a profitable entity.

THERMOVIEW ATTRACTION TO ACQUIREES

We believe that potential acquisition candidates will regard us as
an attractive acquirer because of the following:

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- our strategy to become a national and integrated vinyl
replacement window business;

- our decentralized operations;

- our increased visibility and access to financial resources as a
result of being a public company;

- our potential for earnings based on the centralization of
administrative functions and enhanced systems capabilities; and

- our potential for the owners of businesses to participate in our
internal and acquisition growth while realizing liquidity from the
sales of their businesses. As an example, we have instituted an
advisory board comprised of managers of a number of our
subsidiaries. These managers communicate directly with corporate
management on the operation of our subsidiaries and also
participate in our long-range planning.

MERCHANDISING

REPLACEMENT WINDOWS. We offer three lines of custom-made replacement
vinyl windows. Each of our lines consists of a broad range of window options
including awning, bay, bow, double hung, garden and slider replacement
windows. We offer the Barricade, Thermal-line and ThermoView lines of windows
tailored to fit remodeling and financial needs of our customers.

BARRICADE WINDOW. This line consists of our most expensive window
products. We design this line of replacement windows for energy performance,
strength, security and low maintenance. The windows offer welded vinyl frames
reinforced with aluminum in both their main frame and sash for added
strength, and with one inch triple insulated glass with low-emissivity, Low-E
coatings to reduce heat radiation through the glass and double steel cam
locks for security. The Barricade replacement window generally sells for $750
to $900 per unit as installed.

THERMAL-LINE WINDOW. We design this line for high performance at
affordable cost. A component of this line of replacement windows is complast,
a vinyl substitute, which increases strength without the cost of aluminum
reinforcement. The use of complast also permits the use of dark colors in
extreme heat. This line of replacement windows contains double insulated
glass and Low-E coatings. The Thermal-line replacement window generally sells
for $500 to $700 per unit as installed.

THERMOVIEW WINDOW. We design this line of replacement windows to
provide customer value with three-quarter double insulated glass, Low-E
coatings and tilt-in sashes for easy cleaning. The ThermoView replacement
window generally sells for $400 to $700 per unit as installed.

Our windows offer the following features:

ENERGY EFFICIENCY. One characteristic of our windows is their
insulating qualities. Double- and triple-pane glass provides the R-values and
U-values, measures of insulation for end-users. With regard to this double-
and triple-pane glass, we incorporate state-of-the-art Low-E coatings. Low-E
coatings allow the passage of light but selectively block infrared radiation.
As a result, less heat escapes on cold days, and less heat enters on warm
days. We further increase the insulation value of our windows by sandwiching
a layer of argon, krypton and sulfur hexafluoride gas mixture between panes
of glass.

HIGH QUALITY FRAMES. Our windows incorporate fusion-welded corners,
and our Barricade line includes an internal aluminum support system. This
structure enhances the durability of the windows and prevents warping
problems.

CUSTOM DESIGN. We custom manufacture windows in varying dimensions
through either our own manufacturing subsidiaries or more recently, through
unrelated third-party manufacturers, as for example Great Lakes Window, Inc.
in Toledo, Ohio. This process involves the retro-fitting of existing homes
with custom-made, energy efficient, vinyl-clad windows. We expect to depend
upon third-party manufacturing more extensively in the future.

INSTALLATION SERVICE. Some of our subsidiaries only use their
employees for installation of our replacement windows. Others subcontract
with crews that work exclusively for us. Generally, we complete installation
within the same or the second day of commencing installation.

LOW MAINTENANCE PRODUCT. Our windows do not require external
maintenance due to the vinyl materials used. The tilt-in feature of our
windows eases their cleaning.

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COMPETITIVE PRICING. We believe that, with our increased sales
volume, we can reduce manufacturing and materials costs, thereby giving a
higher value to our customers than the small, fragmented remodeler. Through
our purchasing and distribution channels, we further realize cost savings
that will benefit the customer.

REPLACEMENT DOORS. We offer custom-made insulated steel doors with
wood-grain embossed finishes in 36 styles and sliding glass doors in six
variations.

- The steel doors range in price from $750 to $3,000 per door as
installed depending upon the styles, hardware and art-glass
options and wood grain finishings chosen.

- The sliding glass doors range in price from $1,200 to $2,000 per
door as installed.

ENERGY EFFICIENCY, DESIGN, AND INSTALLATION. Our sliding glass doors
and insulated steel doors that contain glass have the same energy efficiency
characteristics as our vinyl replacement windows. We custom design and
install our sliding glass doors and insulated steel doors in a similar
fashion to our vinyl replacement windows.

PRODUCT GUARANTEE. The manufacturer of our insulated steel doors
offers a 25-year guarantee against warping, cracking or swelling of the
product.

HOME TEXTURED COATINGS. We offer home textured coatings for
residential use, the cost of which ranges approximately from $2,000 to
$15,000 per residence as installed. Home textured coating is a paint and
service that usually takes seven days to complete. The process involves four
coats of primer and two finish coats, together with a trenching operation to
prevent ground moisture penetration and patching and repairs of the surface
to be coated.

INSTALLATION SERVICE. Both employee and exclusive subcontractor
painters provide the home textured coatings to our customers.

PRODUCT GUARANTEE. The manufacturer of the product, Textured
Coatings of America, Inc., provides a limited lifetime warranty to the owner
of the home against chipping, flaking and peeling of its product.

VINYL SIDING. We offer vinyl siding in several colors and styles.
Our customers will generally spend in the range of $2,800 to $10,000 as
installed depending upon the size of the residence on which we install the
vinyl siding. The average time for installation is seven days and generally
the vinyl siding is maintenance free.

CABINET REFACINGS. We offer kitchen cabinet refacings in a number of
designs which range in cost from $3,000 to $10,000 per kitchen as installed
and generally take one day to complete.

KITCHEN AND BATHROOM REMODELING. We offer kitchen and bathroom
remodeling through four of our subsidiaries. We estimate the cost for kitchen
remodeling to our customers to range from $3,000 to $20,000. Generally,
remodeling takes one week to complete. We charge our customers for bathroom
remodeling from $3,000 to $8,000 per residence as installed.

PATIO DECKS AND PATIO ENCLOSURES. We offer patio decks and patio
enclosures with single- or double-pane glass as a less expensive alternative
to room additions. Most sales involve single-pane glass together with a
modular roof. Generally, installation takes three days, and the cost to our
customer ranges from $8,000 to $18,000 as installed depending on the size and
options chosen.

RETAIL BUSINESSES. ThermoView's retail segment consists of the
following businesses:

THERMO-TILT WINDOW COMPANY. Thermo-Tilt, founded in 1987 and
headquartered in Owensboro, Kentucky, designs, sells and installs vinyl
replacement windows in Indiana, Kentucky, Missouri and Tennessee. As of May
10, 2000, Thermo-Tilt had 52 employees. In January 2000, Thermo-Tilt merged
administrative offices with Primax Window Company. The two companies now
share the expense and management of Primax's Louisville business office.

AMERICAN HOME DEVELOPERS CO., INC. American Home Developers Co.,
Inc., founded in 1985 and headquartered in Los Angeles, sells vinyl
replacement windows and textured coating in California. American Home
Developers had 37 employees as of May 10, 2000. Alan B. Griefer, a former
principal of American Home Developers for five years, manages its operations
under a three-year employment agreement.

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PRIMAX WINDOW CO. Primax Window Co., founded in 1981 and
headquartered in Louisville, Kentucky, sells and installs vinyl replacement
windows and doors in Indiana, Kentucky and Ohio. Primax had 99 employees as
of May 10, 2000. Charles L. Smith, a former principal of Primax for 17
years, manages its operations under a three-year employment agreement.

THE ROLOX COMPANIES. The Rolox Companies, founded in 1973 and
headquartered in Kansas City, Kansas, sell and install vinyl replacement
windows, steel doors and storm siding in Arkansas, Iowa, Kansas, Missouri,
Nebraska and Oklahoma. Rolox had 84 employees as of May 10, 2000. Robert L.
Cox II, a former principal of Rolox for 17 years, manages its operations
under a three-year employment agreement.

THERMOVIEW OF CALIFORNIA, INC. ThermoView of California, Inc.,
formerly Five Star Builders, Inc., which was founded in 1992 and
headquartered in San Diego, California, sells and installs vinyl replacement
windows, vinyl replacement doors and textured coatings in California.
ThermoView of California had 174 employees as of May 10, 2000. Michael S.
Haines and Bradley A. Smith, former principals of Five Star and its
predecessor companies for 11 years, manage its operations under three-year
employment agreements. Alan B. Fishman, former principal of American Home
Remodeling, also manages its operations under a three-year employment
agreement. American Home Remodeling merged into Five Star in December 1998.

THERMOVIEW OF MISSOURI, INC. ThermoView of Missouri, Inc., founded
in 1998 and headquartered in St. Louis, Missouri, sells and installs
replacement windows, doors and siding in Illinois and Missouri. ThermoView of
Missouri had 73 employees as of May 10, 2000. Douglas E. Miles, a former
principal of NuView Industries, Inc. and its predecessor companies, for 15
years, manages its operations under a three-year employment agreement.
ThermoView acquired the business assets of NuView Industries, Inc., which was
founded in 1995, in August 1998.

LEINGANG SIDING AND WINDOW, INC. Leingang Siding and Window, Inc.,
founded in 1991 and headquartered in Mandan, North Dakota, sells and installs
replacement and new construction windows and doors, vinyl siding and other
home improvement products in North Dakota and South Dakota. Leingang had 73
employees as of May 10, 2000. Alvin W. Leingang, a former principal of
Leingang and related companies for 24 years, manages its operations under a
three-year employment agreement. Mr. Leingang also manages the operations of
Thermal Line Windows, Inc., another of our subsidiaries.

THOMAS CONSTRUCTION, INC. Thomas Construction, Inc., founded in 1981
and headquartered in Earth City, Missouri, designs, sells and installs
replacement and new construction windows, siding, patio enclosures and
various other home improvement products in Illinois and Missouri. Thomas had
266 employees as of May 10, 2000. Rodney H. Thomas, a former principal of
Thomas and related companies for 29 years, manages its operations under a
two-year employment agreement.

THE THERMO-SHIELD COMPANIES. The Thermo-Shield Companies, comprised
of five corporations, founded in 1984 and headquartered in Wheeling,
Illinois, sell, furnish and install replacement windows and siding and also
conducts cabinet refacing in Arizona, Illinois, Michigan and Wisconsin. The
Thermo-Shield Companies' sales personnel operate from sales displays located
within national retail home improvement stores such as Sam's Club, Wal-Mart,
Lowe's, and K-Mart. The Thermo-Shield Companies had 285 employees as of May
10, 2000. Joel S. Kron, a former principal of Thermo-Shield for 15 years,
manages its operations under a three-year employment agreement.

MANUFACTURING

Initially and as a result of our acquisitions of TD Windows,
Precision and Thermal Line and our relationships with major manufacturers,
our goal was to vertically integrate our replacement window sales,
installation and manufacturing functions. After an analysis of our
manufacturing operations in early 2000, we determined that because of quality
control problems and delays in delivery of our manufactured products, we
should rely more heavily on unrelated third-party manufacturing with a
significant reduction in our own manufacturing. Consequently, we have begun
to direct a portion of our manufacturing to Great Lakes Window, Inc. in
Toledo, Ohio. Unlike many of our competitors who must purchase window
products from third-party vendors exclusively, we have both the in-house
capability to manufacture many of the window products that our retail
subsidiaries sell as well as the market presence to negotiate more favorable
terms with custom manufacturers.

LOW-TECH MANUFACTURING PROCESS. The process of manufacturing custom
replacement windows consists of measuring, cutting and assembling glass and
extruded vinyl "lineal" components to create windows that match customer
specifications. For those windows that we continue to manufacture in our own
facilities, we have invested in sophisticated machinery to create an assembly
line environment designed to further automate the production process. A
summary of the assembly of a vinyl replacement window is as follows:

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- we receive orders from the retail subsidiaries and enter the
desired dimensions of the windows into a computer;

- through the use of a proprietary computer program, we map the
dimensions of multiple windows onto a large sheet of glass in the
configuration that will maximize the number of windows to be cut
from each sheet, thereby minimizing waste;

- once the glass is cut, we wash it and coat the edges with an
insulating material that will separate the two or three layers of
glass panes and create the desired air-tight seal around the
window;

- while cutting the glass, another procedure measures and cuts vinyl
"lineals" according to the specifications of the window types and
dimensions required by the order;

- the cut and processed lineals then move to a welding area, where
weld the four sides together and complete any final fabricating
attachments;

- we then send the completed sash to the glass insertion area, where
we insert the window panes into the proper sash units; and

- all of the major components of the window arrive at the final
assembly area concurrently to produce the finished product.

Because our windows are assembled on a made-to-order basis utilizing
a just-in-time inventory system, we do not maintain a large finished goods
inventory at our manufacturing plants. We typically deliver finished products
to one of our retail subsidiaries. Service personnel complete the
installation and servicing of the product at the customer's home. Integration
of our sales, shipping, installation and service operations enables us to
provide a complete window or door installation service for customers. We
initially anticipated that the average time between the execution of a
customer sales contract and completion of installation would be approximately
two weeks. With the backlog in uncompleted orders principally resulting from
the relocation of one of our manufacturing facilities, this average time has
increased to three to four weeks. We believe that with the addition of
unrelated third-party manufacturing of our windows, we can reduce the average
time to two weeks.

SUPPLIERS. We currently have two vinyl suppliers, a Mikron
Industries, Inc. subsidiary and Complast, Inc. During 1997, 1998 and 1999,
the Mikron Industries, Inc. subsidiary supplied 63%, 54% and 56% of the vinyl
used in our products and Complast, Inc. supplied 37%, 46% and 44% of the
vinyl used in our products during the same periods. Thermal Line Windows,
L.L.P., one of our manufacturing subsidiaries, has a license with Complast,
Inc. to manufacture and distribute windows owned by Complast, Inc. in an
eleven-state territory. The license expires in January 2001 and automatically
renews for successive one-year periods unless terminated by either party. As
of December 31, 1999, vinyl accounted for 39% of our window material costs
and constitutes the largest portion of our raw materials costs. We primarily
purchase glass from AFG Industries, Inc., Libbey-Owens-Ford Company and
Cardinal CG, three window producers. Glass constitutes 14% of our window
content. The third principal material in our windows is extruded aluminum,
accounting for 10% of our window materials cost. We purchase our extruded
aluminum primarily from Loxcreen Company, Inc. and Cardinal Aluminum Co.

With the increased emphasis on unrelated third-party manufacturing,
our reliance upon the Mikron subsidiary and Complast, in addition to other
suppliers, may lessen depending upon the suppliers of the unrelated
third-party manufacturers. Additionally, unrelated third-party vendors have
manufactured our products except for our replacement windows since our
inception. We have relied on one or two third party vendors for the
manufacture of each of our products to provide us with manufacturing
consistency and volume discounts.

MANUFACTURING BUSINESSES. ThermoView's manufacturing segment
consists of the following businesses:

THERMAL LINE WINDOWS, INC. Thermal Line Windows, Inc., formerly
Thermal Line Windows, L.L.P., founded in 1996 and headquartered in Mandan,
North Dakota, manufactures Complast replacement and new construction windows
and doors for residential and commercial use for sale to retailers in
Colorado, Idaho, Iowa, Kansas, Minnesota, Montana, Nebraska, New Mexico,
North Dakota, South Dakota, Wisconsin and Wyoming. Thermal Line Windows, Inc.
had 66 employees as of May 10, 2000. Alvin W. Leingang, a former principal
of Thermal Line Windows for 24 years, manages its operations under a two-year
employment agreement. Mr. Leingang also manages the operations of Leingang
Siding and Windows, another of our subsidiaries.

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PRECISION WINDOW MFG., INC. Precision Window Mfg., Inc., founded in
1998 and headquartered in St. Louis, Missouri, manufactures and distributes
Barricade and ThermoView vinyl replacement windows for residential customers
in Colorado, Illinois, Kansas, Kentucky, Missouri, Nevada, Ohio and
Tennessee. Precision had 83 employees as of May 10, 2000. Clyde Peffly and
Larry Parrella, who was a former principal of TD Windows and its predecessor
companies for 13 years, manage its operations under three-year employment
agreements.

TD WINDOWS, INC. TD Windows, Inc., founded in 1993 and formerly
headquartered in Louisville, Kentucky, designed, manufactured, sold and
installed vinyl replacement windows and doors in California, Indiana and
Kentucky. TD Windows ceased operations as a separate subsidiary in December
1999. We are continuing the business of TD Windows at Precision and have
relocated manufacturing equipment formerly used by TD Windows for use by
Precision.

SALES AND MARKETING

Each one of our subsidiaries has its own sales staff that determines
its sales function. We pay members of our sales staff on a commission basis
and on the profitability of the subsidiary for which they work.

Each subsidiary maintains its own advertising staff. We have created
an advertising committee comprised of three subsidiary managers. Our goal is
to have this committee suggest marketing programs and assist in undertaking
new methods of advertising and marketing. We currently market our products
through several media, including:

- various customer referral programs;

- telemarketing;

- direct mail solicitation;

- kiosk and discount store promotions;

- television and newspaper advertising;

- product sweepstakes;

- public displays; and

- door-to-door solicitation.

Our marketing approach varies from subsidiary to subsidiary and also
varies based upon the target area.

ADVERTISING. For each retail subsidiary, our goal is to allot
approximately 8% of the subsidiary's sales budget for advertising expenses.
We generally give the individual subsidiary discretion as to the most
effective form of advertising for its geographic market.

We utilize a number of methods to create opportunities for direct
contact with potential customers, including renting space at local fairs and
maintaining kiosks at regional shopping malls. We employ infomercials as
another form of our advertising. In general, we believe that infomercials
generate fewer customer inquiries than direct solicitation but have a much
greater probability of generating a sale. In addition to direct solicitation
and infomercials, we also use various other forms of advertising, including
television commercials, product sweepstakes, direct mailings, newspaper
inserts and other printed media. For one subsidiary, we also contract with a
local sports celebrity to endorse our products.

DISCOUNT STORE LOCATIONS. We are in the process of establishing
retail design centers within a number of major discount stores in Arizona,
Michigan, Illinois and Wisconsin. We currently have retail design centers in
Sam's Club and Lowes located in Arizona, Illinois, Indiana and Michigan.
These retail design centers offer a limited range of vinyl replacement window
services, including the staffing of our trained sales representatives,
installation and product support.

TELEMARKETING. A majority of our retail subsidiaries solicits
customers through an internally managed system. Through the use of a
predictive dialing system - an automated system that calls multiple phone
numbers at once and only directs to the operators those calls that are
answered - we have increased the efficiency while reducing the costs
associated with telemarketing.

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<PAGE>

IN-HOME DEMONSTRATION. When a sales representative receives an
expression of interest from a potential customer, he or she will then
generally arrange for an in-home demonstration at the customer's residence.
We have developed a ten-step procedure for in-home sales presentations.
Furthermore, in the training of our sales staff, we instruct them that they
have limited discretion to negotiate on price. We pay our sales staff solely
on a commission basis to provide for maximum incentives.

CUSTOMER PAYMENT

As of December 31, 1999, in approximately 50% of our sales,
customers pay in cash upon completion of installation of our products. For
the remaining 50% of sales, customers pay for the products under installment
or conditional sales contracts. In these sales, a customer contracts to pay
the retail sales price, plus a finance charge, in equal installments over a
predetermined period of time. A security interest or chattel mortgage
collateralizes the purchased goods. We currently assign the majority of these
contracts to unaffiliated local and national financial institutions, in
return for the cash sales price of the products involved, upon execution of a
certificate of completion by a customer after completion of installation. We
assign a portion of the contracts to our consumer finance division, Key Home
Credit. The annual percentage rate for our installment contracts varies from
a minimum of approximately 9.75% to a maximum rate in excess of 18% depending
upon:

- the amount of the installment contract;

- the length of the repayment period;

- the state in which the contract is executed; and

- the financial institution to which we assign the contract.

Key Home Credit operates our consumer finance division. We formed
Key Home Credit in February 1998 to provide a source of financing for the
purchasers of ThermoView products and services through home equity and
installment loans and credit card financing. Key Home Credit began financing
customer sales in August 1998. Key Home Credit, headquartered in Owensboro,
Kentucky, has licenses to lend in Illinois, Indiana, Kentucky, Missouri,
North Dakota, and South Dakota. Leigh Ann Barney and Larry Clark manage the
operations of Key Home Credit.

It is Key Home Credit's policy to obtain security interests via
fixture filings in the purchased goods for loans less than or equal to $5,000
and to obtain chattel mortgages in the purchased goods for loans in excess of
$5,000. From inception to December 31, 1999, Key Home Credit had approved
loans in the aggregate in excess of $10.0 million and funded loans in the
aggregate in excess of $6.35 million. Key Home Credit's revenue for the year
ended December 31, 1999 was $237,000, which was comprised of $112,000 in fees
from the sale of loans and $125,000 from interest on loans held in its
portfolio.

Because of the absence of access to cost effective capital to grow
Key Home Credit, we anticipate the development of a national processing
center to work with Key Home Credit for the financing activities of our
retail subsidiaries. We expect to enter into a relationship with one or more
existing consumer credit providers to operate a centrally located processing
center for our customers' product financing needs nationwide. We believe that
this development will allow Key Home Credit to focus on the expansion of its
access to cost efficient capital and its sources of revenue, which it will
primarily derive from fees related to the brokering of the loans to one or
more consumer credit providers.

COMPETITION

VINYL REPLACEMENT WINDOWS AND DOORS. The vinyl replacement window
and door industry is highly competitive. The industry is significantly
fragmented at both the manufacturing level and at the retail level. Most of
our retail competitors are smaller than us and to an extent consist of local
lumber and home improvement dealers. We also compete with larger home
improvement chain store operations such as Home Depot, Lowes and Scotty's.
These stores, which usually sell windows with limited warranties and without
in-house installation services, have significantly greater financial and
operating resources and greater name recognition than we have. Additional
competitors include Champion Windows, Pacesetters and the Sears Group.

Brands in the window industry with the highest name recognition
include Andersen Corporation, Pella Corporation and Marvin Windows. These
companies primarily compete in the new construction segment of the window
market. While these companies also produce replacement windows, they
currently sell a relatively small percentage of their products for
replacement applications. Furthermore, these companies generally emphasize
wood windows rather than vinyl and market their products primarily

37
<PAGE>

to higher-end homeowners. We also compete with other window and door
manufacturers including Republic, Great Lakes, Thermal, Inc., Atrium,
American Architectural Products Corporation, Thermal Guard and Winchester
Industries.

HOME TEXTURED COATINGS. The competitors for our textured coating
products include small remodelers and painting contractors who use the
textured coating product or other painting products. We are not aware of a
significantly large company that competes with us directly in the
installation of textured coating.

VINYL SIDING. We compete in the sale and installation of our vinyl
siding with PaceSetters, Champion Windows and the Sears Group.

CABINET REFACINGS AND KITCHEN AND BATHROOM REMODELING. Our principal
competitors include PaceSetters and the Sears Group. In addition, smaller
remodelers and contractors in each of the regions in which we engage in the
cabinet refacing and kitchen and bathroom remodeling businesses compete with
us.

PATIO DECKS AND PATIO ENCLOSURES. Our competition in the
installation of patio decks and patio enclosures includes PaceSetters and a
number of smaller remodelers and contractors in each of the regions in which
we install patio decks and patio enclosures.

GOVERNMENT REGULATIONS

Our business is subject to various federal, state and local laws,
regulations and ordinances relating to, among other things, in-home sales,
telemarketing, consumer financing, retail installment sales, advertising, the
licensing of home improvement independent contractors, OSHA standards,
building and zoning, consumer protection and environmental protection and
regulations relating to the disposal of other solid wastes. Some
jurisdictions require us to secure a license as a contractor. In addition,
some jurisdictions require us to obtain a building permit for each
installation. We are also subject to federal, state and local laws and
regulations, which, among other things, regulate our advertising, warranties
and disclosures to customers. Although we believe that we are currently in
compliance in all material respects with these laws and regulations, existing
or new laws or regulations applicable to our business in the future may
materially adversely affect our results of operations.

The operations of our consumer finance subsidiary, Key Home Credit,
are subject to supervision by state authorities, typically state banking,
consumer credit or insurance authorities, that generally require Key Home
Credit to be licensed to conduct its business. Many states only issue
licenses upon a finding of public convenience, financial responsibility,
character and fitness of the applicant. Key Home Credit is generally subject
to state regulations, examinations and reporting requirements, and licenses
are revocable for cause. Currently, Key Home Credit is licensed and qualified
to provide financing in six states. We are changing the focus of the Key Home
Credit business to emphasize its ability to find a consumer credit provider
and charge fees for that service rather than financing the sales of our
products directly.

Various federal statutes governing the consumer finance industry
comprise the Federal Consumer Credit Protection Act. Included within the
Consumer Protection Act are the Truth-in-Lending Act, the Fair Credit
Reporting Act, the Equal Credit Opportunity Act and the Fair Debt Collection
Practices Act. The Truth-in-Lending Act requires a written statement showing
the annual percentage rate of finance charges and requires that other
information be presented to debtors when consumer credit contracts are
executed. The Fair Credit Reporting Act requires disclosures to applicants
for credit concerning information that is used as a basis for denial of
credit. The Equal Credit Opportunity Act prohibits discrimination against
applicants with respect to any aspect of a credit transaction on the basis of
sex, marital status, race, color, religion, national origin, age, derivation
of income from a public assistance program, or the good faith exercise of a
right under the Consumer Protection Act. In addition, the Fair Debt
Collections Practices Act proscribes various debt collection practices which
it deems unfair, harassing or deceptive.

Key Home Credit is subject to state usury laws. In some states
federal law has preempted state law, although for a period of time individual
states could have enacted legislation superseding federal law. To be eligible
for the federal preemption, the credit application must comply with consumer
protection provisions. A few states have elected to override federal law, but
have established maximum rates that either fluctuate with changes in
prevailing rates or are high enough so that, to date, no state's maximum
interest rate has precluded Key Home Credit from continuing to offer
financing in that state. Although we believe that Key Home Credit is
currently in compliance with these usury laws and regulations, a change in
existing laws or regulations or the creation of new laws and regulations
applicable to Key Home Credit's business may preclude Key Home Credit from
providing customer financing or reduce the profitability of its activities.

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<PAGE>

INTELLECTUAL PROPERTY

We do not have any material patents related to our products. Two of
our subsidiaries have sales and installation processes that they consider
trade secrets. These subsidiaries protect these trade secrets by requiring
their employees to enter into confidentiality agreements. We have filed for a
trademark with the U.S. Patent and Trademark Office under the name
"ThermoView."

EMPLOYEES

As of May 10, 2000, we employed in excess of 1,300 people. With
the exception of employees of Precision Window and Thermal Line Windows, none
of our employees are subject to a collective bargaining agreement. The
employees at Precision Window and Thermal Line are members of the United
Steel Workers of America. The two-year contract with the employees of
Precision Window expires on July 1, 2001. The three-year contract with the
employees of Thermal Line Windows expires on February 1, 2001. We have never
experienced a work stoppage, and we consider our relations with our employees
to be satisfactory.

Our employees typically receive an hourly wage or salary and are
generally eligible for bonuses, except for our sales staff who we pay on a
commission basis. Our compensation system is directly related to
profitability and accordingly compensation expense increases and decreases as
sales and profits fluctuate. We emphasize incentive compensation, including
cash bonus arrangements and various other incentive programs which offer our
personnel an opportunity for additional earnings and benefits.

PROPERTIES AND EQUIPMENT

The following lists our property locations having in excess of 9,000
square feet and our headquarters. We lease all of our facilities. In many
cases, we lease the property, at market rates, from the former owners of the
subsidiaries which operate on the property. We also lease our headquarters,
at market rates, from an affiliated company of Stephen A. Hoffmann, our
Chairman and Chief Executive Officer.

<TABLE>
<CAPTION>
LEASE EXPIRATION
THERMOVIEW OR PROPERTY DESCRIPTION DATE (EXCLUSIVE OF
SUBSIDIARY AS LESSEE PROPERTY ADDRESS AND USE RENEWAL OPTIONS)
-------------------- ---------------- ------- ----------------
<S> <C> <C> <C>
ThermoView Industries, Inc............ 1101 Herr Lane 7,671 sq. ft. October 2003
Louisville, KY 40222 Executive offices
RETAIL SUBSIDIARIES:
Leingang Siding and Window, Inc....... 2601 Twin City Drive 11,850 sq. ft. December 2005
Mandan, ND 58554 Office / Warehouse
Primax Window Co...................... 5611 Fern Valley Road 15,000 sq. ft. October 2001
Louisville, KY 40228 Headquarters
Rolox, Inc............................ 4002 Main Street 16,000 sq. ft. April 2002
Grandview, MO 64030 Headquarters / Warehouse
1440 S. Ridge Road 10,000 sq. ft. April 2002
Wichita, KS 67209 Office / Warehouse
Thermo-Tilt Window Company............ 2800 Warehouse Road 24,000 sq. ft. December 2002
Owensboro, KY 42301 Warehouse plus 9,000 sq. ft. Office
ThermoView of California.............. 8445 Camino Sante Fe 9,000 sq. ft. January 2005
San Diego, CA 92121 Headquarters / Office
6627 Valjean Avenue 12,600 sq. ft. January 2005
Van Nuys, CA 91406 Office / Warehouse
Thomas Construction, Inc.............. 13397 Lake Front Dr. 60,000 sq. ft. December 2013
Earth City, MO 63045 Office / Warehouse
Thermo-Shield Company, LLC............ 661 Glenn Avenue 17,000 sq. ft. October 2007
Wheeling, IL 60090 Office / Warehouse
MANUFACTURING SUBSIDIARIES:
Thermal Line Windows, Inc............. 3601 30th Ave., NW 49,500 sq. ft. December 2005
Mandan, ND 58554 Headquarters / Office / Manufacturing
Precision Window Mfg., Inc............ 1200 Andes Boulevard 66,600 sq. ft. June 2002
Creve Coeur, MO 63132 Office / Warehouse
</TABLE>

39
<PAGE>

The leases of our properties provide for monthly rentals ranging
from approximately $500 to $37,500. See footnote 6 to our consolidated
financial statements for the year ended December 31, 1999, which appears on
page F- 19 of this prospectus, for more information regarding our leases.

LEGAL PROCEEDINGS

On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge
Capital Partners, Inc. Defined Benefit Pension Plan filed an action titled
PRO FUTURES BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW INDUSTRIES, INC., ET AL.,
Civil Action No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against
ThermoView, its directors, certain officers, an employee and a stockholder
alleging breach of contract, common law fraud, fraudulent misstatements and
omissions in connection with the sale of securities, negligent
misrepresentations and breach of fiduciary duty. These claims are in
connection with the mandatory conversion of our 10% Series A convertible
preferred stock, held by the two funds, into common stock upon completion of
the initial public offering in December 1999, and purchases by the two funds
of our common stock from ThermoView stockholders. The funds are seeking
rescission of their purchases of the Series A preferred stock in the amount
of $3,250,000, plus interest and unspecified damages in connection with their
purchases of the common stock. We have filed a notice to dismiss certain
claims and an answer denying liability in the remainder of the claims. The
parties have not conducted discovery in connection with the allegations, and
no hearing or trial is scheduled. While we believe that the claims are
without merit and intend to vigorously defend the suit, it is too early in
the process to predict the likely outcome of the matter.

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<PAGE>

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth the name, age, and position within
ThermoView of each director and executive officer and the key employees of
ThermoView:

DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Stephen A. Hoffmann..................... 54 Chairman of the Board and Chief Executive Officer
Nelson E. Clemmens...................... 50 President and Director
John H. Cole............................ 57 Chief Financial Officer
Robin C. Edwardsen...................... 51 Vice President of Human Resources
Leigh Ann Barney........................ 32 Treasurer and President of Key Home Credit
J. Sherman Henderson, III............... 57 Director
Ronald L. Carmicle...................... 51 Director (1)
Robert C. Pearson....................... 64 Director (1)
Raymond C. Dauenhauer, Jr............... 56 Director (1)
Richard E. Bowlds....................... 55 Former Vice Chairman of the Board and Executive Vice President of Acquisitions
Charles L. Smith........................ 46 Former Chief Operating Officer and Director
Robert E. Anderson...................... 63 Former Director
Delores P. Kesler....................... 59 Former Director
Michael A. Toal......................... 43 Former Director
</TABLE>

KEY EMPLOYEES

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Larry Clark............................. 38 Vice President of Key Home Credit
Michael S. Haines....................... 53 Vice President of Five Star Builders, Inc. (2)
Joel S. Kron............................ 40 Vice President of The Thermo-Shield Companies
Alvin W. Leingang....................... 42 Vice President of Leingang Siding and Window, Inc. and Thermal Line Windows, Inc.
Rodney H. Thomas........................ 46 Vice President of Thomas Construction, Inc.
</TABLE>

(1) Nominated by the Board of Directors for approval by the shareholders at
the 2000 Annual Meeting of Shareholders to serve as Class I directors
of ThermoView.

(2) Five Star Builders, Inc. has recently changed its name to ThermoView of
California, Inc.

STEPHEN A. HOFFMANN. Mr. Hoffmann has served as Chairman of the
Board and Chief Executive Officer of ThermoView since April 1998 and as
President from April 1998 to November 1998. From May 1992 to February 1997,
Mr. Hoffmann, a co-founder of AccuStaff Incorporated, served in various
positions with AccuStaff including Vice Chairman and Vice President of
Acquisitions. AccuStaff is now known as Modis Professional Services, Inc., a
New York Stock Exchange listed temporary staffing company based in
Jacksonville, Florida, with annual revenues of approximately $2.5 billion as
of August 1998. The principal growth of AccuStaff revenues has been through
an aggressive consolidation strategy in the temporary staffing industry. Mr.
Hoffmann was also a co-founder of MetroTech, Inc., a predecessor entity to
AccuStaff. Additionally, Mr. Hoffmann has been a member of The Founders Group
LLC, a Louisville, Kentucky based venture capital firm, since 1997. Mr.
Hoffmann received a B.S. in Commerce with a minor in Accounting from the
University of Louisville in 1972.

NELSON E. CLEMMENS. Mr. Clemmens has served as a director of
ThermoView since April 1998 and as President of ThermoView since November
1998. Mr. Clemmens formerly served as Vice President-Finance and
Administration and Secretary of ThermoView from April 1998 to November 1998.
Mr. Clemmens has been Managing Director of Pine South Capital, a private
investment banking firm, since its founding in April 1986. Mr. Clemmens has
also been active as owner, principal or investor in seven operating companies
during the same period, including a multi-service home health company
consolidation. From February 1999 to August 1999, Mr. Clemmens was the
majority owner of HCP, Inc., a regional health care services company. Since
August 1999, he has served as managing member of Viscount III, LLC, the
majority owner of HCP, Inc. From November 1997 until July 1999, Mr.

41
<PAGE>

Clemmens was Chairman of WBC, Inc., a railroad equipment distribution
company. From May 1989 until May 1990, Mr. Clemmens was also a co-owner of
Courier Graphics, Inc., a specialized printer, and from May 1987 until
December 1989 President and co-owner of Transue & Williams Stamping Co., a
parts fabrication company. From August 1983 until April 1986, Mr. Clemmens
served as Vice President of Finance/Administration with Olicon/Raytel, a
health care venture. From January 1982 until August 1983, Mr. Clemmens served
as Senior Vice President of Stratford Leasing Company. From June 1977 until
January 1982, Mr. Clemmens served in several corporate finance management
positions with General Electric Capital Corporation. Mr. Clemmens holds a
B.A. degree from Stetson University and an M.B.A. from Western Kentucky
University.

JOHN H. COLE. Mr. Cole has served as the Chief Financial Officer of
ThermoView since July 1999 and as its Senior Vice President of Acquisitions
from November 1998 to July 1999. From November 1966 to September 1998, Mr.
Cole was with PriceWaterhouse Coopers LLP, most recently as a Senior Audit
Partner, where he was involved with publicly reporting entities, SEC filings,
mergers and acquisitions, due diligence procedures and internal control
functions. Mr. Cole, a Certified Public Accountant, was a national
coordinator of PriceWaterhouse Cooper's quality control review program. In
1997 Mr. Cole led an international quality control team inspecting the China
offices of PriceWaterhouseCoopers LLP. Mr. Cole holds a B.A. in Accountancy
from the University of Kentucky and is a University of Kentucky Fellow.

ROBIN C. EDWARDSEN. Mr. Edwardsen has served as ThermoView's Vice
President of Human Resources since March 1999. From January 1996 through
February 1999, Mr. Edwardsen served Humana, Inc. as Director of Human
Resources where he designed, managed and implemented company-wide strategic
human resources initiatives. From August 1981 until December 1995, Mr.
Edwardsen served as Senior Vice President and founding partner of Physician
Services of America, a consulting, publishing and physician staffing company.
Mr. Edwardsen holds a B.A. from Hanover College and an M.A. from the
University of Missouri-Kansas City.

LEIGH ANN BARNEY. Ms. Barney has served as ThermoView's Treasurer
since July 1998 and as President of Key Home Credit since November 1998. From
April 1996 to May 1998, Ms. Barney served as Operations Controller for
HomeCare and Hospital Management, Inc., a diversified home health care and
durable medical equipment and supplies company. From May 1992 through March
1996, Ms. Barney held various positions with Transitional Health Services
including Senior Financial Analyst and Treasury Manager. Ms. Barney holds
B.S. and M.B.A. degrees from the University of Louisville.

J. SHERMAN HENDERSON, III. Mr. Henderson has served as a director of
ThermoView since August 1998. Mr. Henderson has served as President and Chief
Executive Officer of UniDial Communications, a telecommunications company,
since August 1993. Mr. Henderson is also a founder, President and Chief
Executive Officer of UniDial Direct, which sells commercial telecommunication
products. Mr. Henderson has served as the Chairman of the Telecom Resellers
Association, a national trade organization, since May 1994. Mr. Henderson
received a B.S. in Business Management from Florida State University in 1965.

RONALD L. CARMICLE. Mr. Carmicle has served as a director of
ThermoView since February 2000. Mr. Carmicle has served as the President of
River City Development Corporation, a construction company, since February
1975. Mr. Carmicle has also served as the Managing Member of Tates Builders
Supply Co. since September 1994. Mr. Carmicle served as President and a
National Director of the Associated Builders and Contractors, Inc., a
national trade association from 1997 to 1978 and is currently Chairman of the
Construction Training Institute. Mr. Carmicle also serves as a director of
various private and charitable organizations. Mr. Carmicle received a B.S.
degree from Western Kentucky University.

ROBERT C. PEARSON. Mr. Pearson has served as a Director of the
Company since March 1, 2000. Mr. Pearson has been Senior Vice-President of
Corporate Finance for Renaissance Capital Group, Inc., which manages funds
investing in emerging growth companies, since September 1997. Mr. Pearson
served as a professional management and financial consultant from May 1994 to
May 1997. Mr. Pearson formerly served as Executive Vice President and Chief
Financial Officer for the Thomas Group, Inc. from May to March 1994, and was
Vice President of Finance and Controller for Supercollider Laboratory, a
division of Texas Instruments Incorporated prior to 1990. Mr. Pearson was an
Associate Director for the Supercollider Laboratory and is currently a
Director of four publicly held companies, as well as an advisor to the Board
for three other firms. Mr. Pearson holds an M.B.A. from the University of
Michigan and a B.S. degree from the University of Maryland.

RAYMOND C. DAUENHAUER, JR. Mr. Dauenhauer has served as Director of
the Company since March 1, 2000. Mr. Dauenhauer served as Chief Executive
Officer of Dauenhauer & Son Plumbing and Piping, Inc., a Louisville, Kentucky
based plumbing operation from July 1997 to September 1999. Mr. Dauenhauer
currently serves as a Director of First Bank of Louisville, Kentucky and is a
life member of the Board of Directors for the Louisville Association of Home
Builders. Additionally, Mr. Dauenhauer serves as President and Director of
the Cerebral Palsy Kids Center. Mr. Dauenhauer has held numerous offices in
state and national associations of the plumbing heating and cooling industry,
and is a recipient of the "Distinguished Citizen" award from the City of
Louisville.

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<PAGE>

KEY EMPLOYEES

LARRY CLARK. Mr. Clark has served as Vice President of Key Home Credit
since August 1998. From May 1998 until August 1998, Mr. Clark served in other
capacities with ThermoView. From June 1996 through May 1998, Mr. Clark was a
commercial loan officer with National City Bank of Kentucky. From August 1995 to
May 1998, Mr. Clark served as a branch manager for the consumer finance division
of National City Bank. From June 1990 to August 1995, he served as branch
manager with Commercial Credit Corporation, a consumer finance company. Mr.
Clark holds a B.S. degree from Murray State University.

MICHAEL S. HAINES. Mr. Haines has served as Vice President of Five Star
Builders since its acquisition by ThermoView in July 1998. Mr. Haines co-founded
in 1989 and served as president of Five Star Builders from 1989 until July 1998.

JOEL S. KRON. Mr. Kron has served as Vice President of The
Thermo-Shield Companies since its acquisition by ThermoView in March 1999. Mr.
Kron founded in 1984 and served as president of The Thermo-Shield Companies from
1984 until March 1999.

ALVIN W. LEINGANG. Mr. Leingang has served as Vice President of
Leingang Siding and Window and Thermal Line Windows since their acquisition by
ThermoView in August 1998. Mr. Leingang founded in 1977 Leingang Century Siding
and Windows and served as its president from 1977 until August 1998. Mr.
Leingang founded Thermal Line Windows in 1984 and served as its president from
1984 until August 1998.

RODNEY H. THOMAS. Mr. Thomas has served as Vice President of Thomas
Construction since its acquisition by ThermoView in January 1999. Mr. Thomas
founded in 1982 and served as president of Thomas Construction from 1982 until
January 1999.

FORMER DIRECTORS AND OFFICERS

RICHARD E. BOWLDS. Mr. Bowlds served as Executive Vice
President-Acquisitions of ThermoView from July 1999 through January 2000, as
Vice Chairman of the Board from June 1999 through March 2000, as a director from
April 1998 through March 2000 and as Chief Operating Officer from April 1998 to
June 1999. Mr. Bowlds is the founder and is currently a director of Thermo-Tilt.
Prior to founding Thermo-Tilt in 1987, Mr. Bowlds worked in the home improvement
industry from 1977. Mr. Bowlds is the father-in-law of Charlton C. Hundley,
ThermoView's current Corporate Counsel and Secretary.

CHARLES L. SMITH. Mr. Smith served as a director of ThermoView from May
1998 through February 2000 and was its Chief Operating Officer from June 1999
through January 2000. Mr. Smith served as Vice President of Manufacturing
Operations from November 1998 to June 1999. Mr. Smith founded in 1982 and was
the President of Primax Window Co. until its acquisition by ThermoView, at which
time he became Primax's Vice President. Mr. Smith is also the founder and
President of Bee Line Courier Service, a courier service based in Louisville,
Kentucky. Additionally, Mr. Smith has been an officer of Precision Window Mfg.,
Inc. since April 1992. Mr. Smith was the President of Achievers Association, a
window association of manufacturers, dealers and retailers, from 1990 to 1995.

ROBERT E. ANDERSON. Mr. Anderson served as a director of the Company
from March 1, 2000 until March 27, 2000. Mr. Anderson, the founder in 1979,
serves as President of Sun Windows, a manufacturer of new and replacement
windows located in Owensboro, Kentucky. Mr. Anderson is affiliated with numerous
commercial real estate developments. Mr. Anderson was a former director of three
banks located in Owensboro, Kentucky and is currently a director for South
Central Bank. Mr. Anderson holds a B.S. degree from Bowling Green Business
University.

DELORES P. KESLER. Ms. Kesler served as a director of ThermoView from
August 1998 until May 2000. Ms. Kesler was a co-founder of AccuStaff and from
August 1991 to September 1998 served as Chairperson and Chief Executive Officer
of AccuStaff. Ms. Kesler has been a member of The Founders Group since 1997.
Since 1993, Ms. Kesler has been a director of PSS/World Medical, Incorporated, a
distributor of medical supply equipment and pharmaceuticals to office-based
physicians. Ms. Kesler also serves as a director of various private and
charitable organizations.

MICHAEL A. TOAL. Mr. Toal served as a director of ThermoView from
August 1998 through March 2000. Mr. Toal formerly served as the President of
CompAir LeROI, a compressor manufacturing division of Siebe PLC, an
international conglomerate holding company, from April 1994 to December 1998.
Mr. Toal also served as a director of LeROI International, Inc., a subsidiary of
Siebe, from October 1991 to December 1998. Additionally, Mr. Toal has served as
Vice President of T3 Management Group, a financial lender and acquisition
consultant in the capital equipment industry, since 1994 and a director of T3
Management Group since 1998. Mr. Toal received a B.A. in History from Harvard
University in 1978.

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<PAGE>

BOARD OF DIRECTORS

The Board of Directors manages our business. We currently have six
directors. Our certificate of incorporation provides that the Board of Directors
shall be divided into three classes. The members of each class of directors
serve for staggered three-year terms. The members of the Class I Directors,
whose terms are subject to the approval of the shareholders at our annual
meeting, are Messrs. Carmicle, Pearson and Dauenhauer; the sole member of the
Class II Directors is Mr. Henderson; and the members of the Class III Directors
are Messrs. Hoffmann and Clemmens. The initial terms of office of the Class I
Directors, Class II Directors and Class III Directors will expire upon the
election and qualification of directors at the annual meetings of stockholders
held following the fiscal years ending December 31, 2000, 2001 and 2002,
respectively. At each subsequent annual meeting of stockholders, stockholders
will elect or re-elect directors for a full term of three years to succeed those
directors whose terms are expiring. Any alteration, amendment or repeal of the
staggered board requirement in the certificate of incorporation would require
the affirmative vote of stockholders owning at least 66 2/3% of the total shares
outstanding and entitled to vote generally in the election of directors, voting
together as a single class. The Board of Directors has an audit committee and a
compensation committee, but does not have a nominating committee. Members of the
Board of Directors make recommendations to the full Board for future nominations
for membership to the Board of Directors.

MEETINGS OF THE BOARD

The Board of Directors meets on a quarterly basis and at other times
from time to time. The Board of Directors also undertakes action by unanimous
written consent as permitted by Delaware law. In 1999, the Board of Directors
met eight (8) times. All directors attended at least 75% of the meetings of the
Board of Directors and of the committees on which they served during the period
in which they held office.

COMMITTEES OF THE BOARD

AUDIT COMMITTEE. The Board of Directors established its audit committee
in December 1998. This committee reviews, acts on and reports to the Board of
Directors with respect to various auditing and accounting matters, including the
recommendation of ThermoView's independent auditors, the scope of the annual
audits, fees that ThermoView agrees to pay to the independent auditors, the
performance of ThermoView's independent auditors and the accounting practices of
ThermoView. The members of the audit committee are Messrs. Henderson and
Dauenhauer. Due to Ms. Kesler's resignation for health reasons, a vacancy exists
on the committee. The members of the audit committee are independent for
purposes of the listing standards of the American Stock Exchange.

COMPENSATION COMMITTEE. The Board of Directors established the
compensation committee in December 1998. This committee determines the salaries
and benefits, including stock option grants, for ThermoView's employees,
consultants, directors and other individuals. The compensation committee also
administers ThermoView's compensation plans. The members of the compensation
committee are Messrs. Henderson, Dauenhauer and Carmicle.

STRATEGIC OPERATIONS COMMITTEE

We have a strategic operations committee comprised of five managers of
our subsidiaries, each of whom has substantial experience in the replacement
window and related product businesses. The members of the Strategic Operations
Committee are Messrs. Clark, Haines, Kron, Leingang and Thomas. This committee
serves as a formal advisory, problem-solving and communications forum for us.
The committee evaluates and advises our subsidiaries related to:

- our product mix and lines;

- our product design and features;

- our manufacturing facility locations, processes, quality controls
and expansions;

- our delivery and installation services;

- our purchasing programs;

- our marketing, sales and advertising programs; and

44
<PAGE>

- industry trends and issues.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the compensation committee of the Board of
Directors is an officer or employee of ThermoView. No executive officer of
ThermoView serves as a member of the Board of Directors or compensation
committee of any entity that has one or more executive officers serving on
ThermoView's compensation committee.

COMPENSATION OF DIRECTORS

We currently pay our directors a fee of $10,000 per annum plus
reimbursement for expenses incurred in connection with their services performed
as directors. Outside directors also receive $500 per meeting for attendance by
person or by phone conference. Additionally, we have committed to grant to each
outside director an option to purchase 2,500 shares of common stock at the
market price of the Common Stock on the date of grant with a vesting over three
years as compensation for service as a director. In May 1999, the compensation
committee granted to Messrs. Henderson and Toal and Ms. Kesler, ThermoView's
three outside directors at that time, non-qualified stock options to purchase,
in the aggregate, 7,500 shares of common stock under the 1999 stock option plan
as compensation for services rendered as directors. These options are
exercisable in whole or in part and one-third of these options vest in each of
May 2000, 2001 and 2002. These options expire in May 2009.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by
or paid to ThermoView's Chief Executive Officer and the four other highest
compensated executive officers and officers no longer serving as of December 31,
1999 whose annual salary and bonus exceeded $100,000 in 1999 for services
rendered in all capacities to ThermoView during 1999:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------ ----------------------
OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION OPTIONS/SARS (# SHARES) COMPENSATION
- --------------------------- ---- ------ ------------ ----------------------- ------------
<S> <C> <C> <C> <C> <C>
Stephen A. Hoffmann......................... 1999 $150,000 $20,414(1)(2)(3) - $87,500(4)
Chief Executive Officer................... 1998 106,250 10,100(1)(2) 426,104 -

Nelson E. Clemmens.......................... 1999 154,167 13,564(1)(5) - 87,500(4)
President................................. 1998 89,583(6) 6,631(1)(5) 110,149 -

Richard E. Bowlds(7)........................ 1999 145,000 25,341(1)(8) - 87,500(4)
Vice Chairman............................. 1998 167,507(9) 22,409(1)(8) - -
Chief Operating Officer

James J. TerBeest(10)....................... 1999 158,000 12,089(11) 41,667 -
Senior Vice President..................... 1998 100,000 7,303(11) 41,667 -
Former Chief Financial Officer

Charles L. Smith............................ 1999 185,000(12) 23,411(1)(13) 834 -
Chief Operating Officer................... 1998 152,933(12) 23,396(1)(13) - -
Vice President/Manufacturing Operations
John H. Cole................................ 1999 120,833 4,316(14) 33,334 -
Chief Financial Officer................... 1998 16,667 643(14) 100,000 -
</TABLE>
- ----------
(1) Includes $10,000 in director fees for 1999 and $5,000 for 1998.

(2) Includes $7,200 in automobile benefits for 1999 and $5,100 in 1998.

(3) Includes $3,214 in insurance benefits.

45
<PAGE>

(4) Represents loan origination fees in connection with a $5.5 million loan
and a $2.5 million loan made to ThermoView by a group of individuals.

(5) Includes $3,564 in insurance benefits for 1999 and $1,631 in 1998.

(6) Includes $6,250 in consulting fees received from Thermo-Tilt in April
1998.

(7) Resigned as Chief Operating Officer in July 1999 and Vice Chairman in
March 2000.

(8) Includes $9,000 in automobile benefits and $6,341 in insurance benefits
for 1999, and $12,652 in automobile benefits and $4,757 in insurance
benefits in 1998.

(9) Represents $58,174 in salary paid by Thermo-Tilt from January 1998 to
May 1998 and $109,333 in salary paid by ThermoView from April 1998 to
December 1998.

(10) Mr. TerBeest resigned as Chief Financial Officer in July 1999.

(11) Includes $6,000 in automobile benefits and $6,089 in insurance benefits
for 1999 and $4,000 in automobile benefits and $3,303 in insurance
benefits in 1998.

(12) Represents $125,000 in salary paid by Primax Window Co. and $65,000 in
salary paid by Precision Window for 1999 and $137,308 in salary paid by
Primax from January to November 1998 and $15,625 in salary paid by
ThermoView from November 1998 to December 1998.

(13) Includes $9,360 in automobile benefits and $4,051 in insurance benefits
for 1999 and $9,598 in automobile benefits and $8,798 in insurance
benefits for 1998.

(14) Represents insurance benefits.

STOCK OPTION GRANTS

The following table sets forth information regarding options granted by
ThermoView to the named executive officers during the year ended December 31,
1999. Each option represents the right to purchase one share of common stock.
ThermoView has not granted any stock appreciation rights.

OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT
------------------------------------------------------------------------ ASSUMED ANNUAL RATES OF
PERCENTAGE PER STOCK PRICE APPRECIATION FOR
NUMBER OF SECURITIES OF TOTAL SHARE OPTION TERM
UNDERLYING OPTIONS OPTIONS EXERCISE EXPIRATION -------------------------------
NAME GRANTED (# SHARES) GRANTED PRICE DATE 5% 10%
- ---- ------------------ ------- ----- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
John H. Cole 33,334 5.8% $11.43 07/29/09 $239,614 $607,228

Charles L. Smith 834 .1 15.93 01/01/09 8,355 21,174

James J. TerBeest 41,667 7.2 11.43 07/29/09 299,513 759,026
</TABLE>
- ----------

OPTION EXERCISES AND HOLDINGS

The following table sets forth information concerning the number and
value of unexercised options held by each of the named executive officers at
December 31, 1999.

46
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS
ACQUIRED END (# SHARES) AT FISCAL YEAR END(1)
ON EXERCISE VALUE ---------------------------------- -------------------------------
NAME (# SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------- -------- -------------- -------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>

Stephen A. Hoffmann...... 3,334 $34,607 422,770 0 $208,473 0
Nelson E. Clemmens....... 0 0 110,149 0 55,874 0
James J. TerBeest........ 0 0 62,501 20,834 17,708 0
Charles L. Smith......... 0 0 278 556 0 0
John H. Cole............. 0 0 116,667 16,667 42,500 0
</TABLE>
- ----------
(1) The value of the in-the-money options is based on the $3.875 per share
closing price of our common stock on the American Stock Exchange on
December 31, 1999.

1998 EMPLOYEE STOCK OPTION PLAN

The 1998 employee stock option plan became effective as of April 15,
1998. In December 1998, the Board of Directors declared that, effective January
1, 1999, it would not grant any additional options under the 1998 employee stock
option plan due to the implementation of the 1999 stock option plan. The purpose
of the 1998 employee stock option plan was to promote the interests of
ThermoView by attracting key employees, providing its key employees with an
additional incentive to work to increase the value of the common stock and
providing key employees with a stake in the future of ThermoView which
corresponds to the stake of the stockholders. The Board of Directors granted
options to purchase 493,334 shares under the 1998 employee stock option plan at
prices ranging from $3.45 to $15.93. On January 1, 1999, the Board of Directors
authorized the transfer of the remaining 6,667 authorized but unissued shares
reserved for the 1998 employee stock option plan to the 1999 stock option plan.
The 1998 employee stock option plan provided for the granting to key employees
of either incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986 or non-qualified stock options under the Internal
Revenue Code.

1999 STOCK OPTION PLAN

The 1999 stock option plan became effective as of January 1, 1999. The
purpose of the 1999 stock option plan is to promote the interests of ThermoView
by attracting key employees and directors, providing each of its key employees
and directors with an additional incentive to work to increase the value of the
common stock and providing key employees and directors with a stake in the
future of ThermoView which corresponds to the stake of the stockholders.
ThermoView authorized for issuance a total of 833,334 shares of common stock
under the 1999 stock option plan. As of December 31, 1999, the Board of
Directors had granted options to purchase 458,541 shares of common stock at
prices ranging from $11.43 to $25.86.

STOCK OPTIONS. Each stock option granted under the 1999 stock option
plan entitles the holder to purchase the number of shares of common stock
specified in the grant at the purchase price specified. The 1999 stock option
plan authorizes the Compensation Committee to grant:

- incentive stock options within the meaning of Section 422 of the
Internal Revenue Code to key employees, and

- non-qualified stock options under the Internal Revenue Code to key
employees or non-employee directors.

If an option granted under the 1999 employee stock option plan expires,
is canceled or is exchanged for a new option before a holder exercises the
option in full, the shares reserved for the unexercised portion of the option
will become available again for use under the 1999 stock option plan. Shares
underlying an option that a holder surrenders and shares used to satisfy an
option price or withholding obligation will not become available for use under
the 1999 stock option plan.

401(K) PLAN

In January 1999, our Board of Directors created a 401(k) profit sharing
plan for its employees. Participants may elect to make contributions pursuant to
salary withholding not to exceed $10,000 per annum. We intend to make matching
contributions on the first 25% of the first 6% of a participant's annual
compensation that a participant contributes.

47
<PAGE>

EMPLOYMENT AGREEMENTS

Thermo-Tilt and Mr. Hoffmann were parties to an employment
agreement, as amended, governing his employment with Thermo-Tilt. The
agreement expired in January 2000.

ThermoView and Mr. Hoffmann are parties to an employment agreement,
as amended, governing his employment with ThermoView. The agreement expired
in April 2000. The agreement provided that Mr. Hoffmann receive a base salary
of $150,000 per annum and be eligible to receive an annual bonus equal to two
percent of ThermoView's pre-tax income.

Thermo-Tilt and Mr. Clemmens were parties to an employment
agreement, as amended, governing his employment with Thermo-Tilt. The
agreement expired in January 2000.

ThermoView and Mr. Clemmens are parties to an employment agreement,
as amended, governing his employment with ThermoView. The agreement expired
in April 2000. The agreement provided that Mr. Clemmens will receive a base
salary of $150,000 per annum.

ThermoView and Mr. Bowlds were parties to an employment agreement
governing his employment with ThermoView. The agreement expired in January
2000. The agreement provided that Mr. Bowlds receive a base salary of
$145,000 per annum.

ThermoView and Mr. TerBeest are parties to an employment agreement
governing his employment with ThermoView as its Senior Vice President-Finance
and Accounting. The agreement expires in May 2001. The agreement provides
that Mr. TerBeest will receive a base salary of $158,000 per annum.

ThermoView and Mr. Smith are parties to an employment agreement
governing his employment with Primax Window Co. The agreement expires in
April 2001. The agreement provides that Mr. Smith will receive a base salary
of $125,000 per annum. ThermoView and Mr. Smith are also parties to an
employment agreement governing his employment with Precision Window Mfg.,
Inc. The agreement expires in January 2002. The agreement provides that Mr.
Smith will receive a base salary of $60,000 per annum.

ThermoView and Mr. Cole are parties to an employment agreement
governing his employment with ThermoView. The agreement expires in October
2000. The agreement provides that Mr. Cole will receive a base salary of
$150,000 per annum.

Each of the employment agreements summarized above provides that the
executive retains his salary and benefits until the expiration of the
employment agreement if we terminate the executive without cause.

48
<PAGE>

CERTAIN TRANSACTIONS

SALES OF STOCK TO INSIDERS

Since July 1997, we have issued and sold securities to the following
persons or entities who are our executive officers, directors or principal
stockholders. These figures reflect activity through April 30, 2000.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PER SHARE
TYPE OF NUMBER OF PURCHASE OR
INVESTOR SECURITY SHARES DATE ISSUED EXERCISE PRICE
- -------- -------- ------ ----------- --------------
Brown Simpson Strategic Growth Fund, Ltd. and Brown Preferred 6,000 April 1999 $1,000
Simpson Strategic Growth Fund, L.P................ (Series C)
Warrant 600,000 April 1999 12.00(1)
Common 6,246 October 1999 (2)
Common 13,546 January 2000 (2)
Common 11,221 April 2000 (2)

Richard E. Bowlds.................................... Common 1,627,286 July 1997 (3)

GE Capital Equity Investments, Inc................... Warrant 561,343(4) July 1999 0.03

Stephen A. Hoffmann.................................. Common 2,899 March 1998 3.45
Options 7,248 October 1997 0.87
Options 105,083 January 1998 3.45
Options 266,667 April 1998 3.45

Robert E. Anderson................................... Common 231,907 November 1997 3.09
Common 57,977 March 1998 3.45

LD Capital, Inc...................................... Common 35,189 July 1997 0.57
Options 492,802 October 1997 0.87

Evangel Christian Life Center........................ Common 339,024 July 1997 0.57

Charles L. Smith..................................... Common 153,000 April 1998 (5)

Nelson E. Clemmens................................... Options 14,495 October 1997 0.87
Options 28,988 January 1998 3.45
Options 66,667 November 1998 6.90

Delores P. Kesler.................................... Common 14,495 March 1998 3.45
Options 2,500 May 1999 11.64

John H. Cole......................................... Options 100,000 April 1998 3.45
Options 33,334 July 1999 11.43

Michael A. Toal...................................... Preferred(6) 50,000 July 1998 5.00
(Series A)
Options 2,500 May 1999 11.64

J. Sherman Henderson III............................. Options 2,500 May 1999 11.64

Robin C. Edwardsen................................... Options 66,667 July 1999 11.43
</TABLE>
- ----------

(1) Number of shares and exercise price adjusted due to contractual
conditional reset effective May 2000.

(2) Represents dividends on the Series C preferred stock.

49
<PAGE>

(3) Thermo-Tilt issued these shares to Mr. Bowlds in connection with the
conversion of his sole proprietorship into a corporation. No value was
assigned to these shares for accounting purposes since the business
exchanged for the shares had no basis for accounting purposes.

(4) Number of shares adjusted due to contractual conditional reset
effective May 2000.

(5) Issued in connection with an acquisition.

(6) Converted to 16,667 shares of common stock in December 1999.

SERIES C PREFERRED STOCK AND WARRANTS

SERIES D PREFERRED STOCK

In April 2000, we agreed to issue an aggregate of 1,439,316 shares
of 12% Cumulative Series D preferred stock with a liquidation value of $5.00
per share to Michael Haines, Alvin W. Leingang and Rodney H. Thomas, three of
our key employees and two other individuals, all of whom were prior
principals of companies we acquired. We agreed to issued these shares as full
payment of post closing earn-out incentives owed to these key employees and
principals that were due and payable in cash and common stock and full
payment of interest earned by these individuals prior to settlement of the
earn-out incentives. The Series D preferred stock is senior to our common
stock and is on parity with the Series C preferred stock. The Series D
preferred stock will pay cumulative dividends at the rate of $.60 per share
annually, subject to the legal availability to pay the dividends and the
consent of our senior lender. The shares of Series D preferred stock are
redeemable by ThermoView for cash or common stock that equals the liquidation
value of the shares redeemed, plus cumulative unpaid dividends. The shares of
Series D preferred stock are not convertible into common stock, have no
voting rights and contain no registration rights.

SENIOR SUBORDINATED NOTE AND WARRANTS

In July 1999, we received $10.0 million in senior subordinated
financing from GE Capital Equity Investments, Inc. Interest under the note is
payable quarterly in arrears at 12% per annum, subject to substantial
increases in certain circumstances. Principal under the note is payable in
full in July 2002. We may prepay the note at a premium prior to its maturity.
The note requires us to comply with certain affirmative and negative
covenants. The note, which is subordinate to our line of credit with PNC
Bank, is secured by a lien on substantially all of our assets, a guarantee
executed by our subsidiaries and a pledge of our ownership in our current and
future subsidiaries. In conjunction with the issuance of the note, we issued
to GE Capital warrants to purchase 555,343 shares of our common stock at
$0.03 per share which expire during July 2007. We have also granted to GE
Capital two demand registration rights and unlimited piggyback registration
rights for the shares of common stock issuable upon exercise of the warrants.
The GE Capital subordinated debt agreement contains terms that require
increases in the number of shares of common stock exercisable under the GE
Capital warrants. In May 2000, one of the stipulated circumstances occurred
causing an adjustment so that GE Capital now has warrants to purchase 561,343
shares of common stock at $.03 per share.

<PAGE>

ThermoView is contractually obligated to use its best efforts to
cause a designee of GE Capital to be elected to its Board of Directors for so
long as GE Capital holds any portion of its note or warrant. Additionally,
while no designee of GE Capital is serving on the Board of Directors, GE
Capital has the right to designate an individual observer to attend all
meetings of the Board of Directors and any committees of the Board of
Directors in a non-voting observer capacity. GE Capital negotiated these
rights as part of its financing arrangements with ThermoView.

TERM NOTE

In October 1999, we amended our line of credit with PNC Bank to
provide for additional short-term borrowings under a multiple advance term
note up to $2.5 million. The note bore interest at prime plus one percent per
annum and interest was payable monthly. We paid the principal and interest of
this note in December 1999 from the proceeds of our initial public offering.
Stephen A. Hoffmann, Richard E. Bowlds, Nelson E. Clemmens and Douglas I.
Maxwell, III guaranteed the note for an aggregate in fees of $100,000.
Messrs. Hoffmann and Clemmens are officers and directors of ThermoView, Mr.
Bowlds is a former director and officer of ThermoView and Mr. Maxwell is an
employee of ThermoView.

RELATED-PARTY LEASES

ThermoView leases its headquarters from Glenn Lyon Lease
Development, Inc., a corporation controlled by Mr. Hoffmann, for $111,000
annually. Primax leases its headquarters from Mr. Smith for $82,000 annually.
Additionally, on December 20, 1997, Thermo-Tilt entered into a sale-leaseback
transaction on its headquarters with Industrial Leasing of Florida, Inc., a
Florida corporation controlled by Robert E. Anderson, a stockholder of
ThermoView. Industrial Leasing of Florida purchased Thermo-Tilt's
headquarters for $620,000 and Thermo-Tilt deferred the $55,000 gain on the
sale, which is being amortized to income over the term of the lease.
Thermo-Tilt leases its headquarters from Industrial Leasing of Florida for
$78,000 annually.

RELATED-PARTY NOTES AND LOAN GUARANTEES

During 2000, we amended our line of credit with PNC Bank. In
connection with the amendment, Stephen A. Hoffmann, Richard E. Bowlds, Nelson
E. Clemmens and Douglas I. Maxwell, III guaranteed $3,000,000 of our line of
credit for fees equal to an annual rate of 5% from April 2000 through June
2000 and 10% thereafter, subject to Board of Director approval.

During 1998 and 1999, ThermoView had a $5.5 million note payable to
Stephen A. Hoffmann, Nelson E. Clemmens, Richard E. Bowlds and Douglas I.
Maxwell, III. Messrs. Hoffmann and Clemmens are officers and directors of
ThermoView, Mr. Bowlds is a former director and officer of ThermoView, and
Mr. Maxwell is an employee of ThermoView. The note, which evidenced a loan
from these individuals to ThermoView, bore interest at a Euro-Rate based
variable rate until we repaid it in July 1999. ThermoView paid a $250,000 fee
to these individuals in connection with the note.

During 1999, ThermoView had a $750,000 note payable to Stephen A.
Hoffmann, ThermoView's Chairman of the Board and Chief Executive Officer. The
note, which evidenced a loan from Mr. Hoffmann to ThermoView, bore interest
at 12% per annum until we repaid it in April 1999.

During 1999, ThermoView had a $150,000 note payable to Richard E.
Bowlds, ThermoView's former Vice Chairman of the Board and former Executive
Vice President- Acquisitions. The note, which evidenced a loan from Mr.
Bowlds to ThermoView, bore interest at 12% per annum until we repaid it in
April 1999.

During 1999, ThermoView had a note payable in the original principal
amount of $600,000 to Charles L. Smith, our former Chief Operating Officer
and a former director. The note, which was issued as partial consideration in
our acquisition of Precision Window Mfg., Inc., bore interest at 5.0% per
annum. The note matured concurrently with the effectiveness of our initial
public offering. We used a portion of the proceeds of our initial public
offering to retire the remaining principal balance of $450,000 under the note.

During 1999, Thermo-Tilt had a note receivable from Bluegrass Water
Treatment, Inc., a Kentucky corporation. James A. Bowlds, the son of Richard
E. Bowlds, our former Vice Chairman of the Board and former Executive Vice
President-Acquisitions, controls Bluegrass Water Treatment, Inc. In January
1999, Mr. James Bowlds repaid the $181,000 note. The note bore interest at 8%
per annum.

51
<PAGE>

RELATED-PARTY LINE OF CREDIT COMMITMENT

In April 1998, the Founders Group, LLC, a venture capital firm
controlled by Stephen A. Hoffmann and Delores P. Kesler, committed to provide
ThermoView a $5.0 million revolving line of credit. The line of credit was
never used and in September 1999 the Founders Group terminated the commitment
to provide the revolving line of credit.

RELATED-PARTY RECEIVABLES

During 1998 and 1999, Thermo-Tilt had receivables due from Richard
E. Bowlds, our former Vice Chairman of the Board and former Executive Vice
President-Acquisitions, in an amount which never exceeded $201,000. The
receivables represented short-term non-interest bearing loans from
Thermo-Tilt to Mr. Bowlds for a variety of personal expenditures made by Mr.
Bowlds. Mr. Bowlds repaid the receivables in January 1999.

PRIVATE STOCK SALES

During December 1998 and January 1999, Richard E. Bowlds, former
Vice Chairman of the Board and former Executive Vice President of ThermoView
sold 4,958 shares of common stock to Raymond C. Dauenhauer, Jr., in two
private transactions at $12 per share. During October 1999 and November 1999,
Mr. Bowlds sold 496,011 shares of common stock in private transactions to 27
individuals or entities at $3.00 per share. Charles L. Smith, former Chief
Operating Officer and a former director of ThermoView, purchased 53,334
shares from Mr. Bowlds. John H. Cole, Chief Financial Officer of ThermoView,
purchased 28,334 shares, respectively, from Mr. Bowlds. Joel S. Kron, Rodney
H. Thomas and Robert L. Cox, II, who are all Vice Presidents of ThermoView,
purchased 33,334, 55,000 and 55,000 shares from Mr. Bowlds. Mr. Bowlds, who
formerly beneficially owned in excess of 10% of ThermoView's common stock,
currently beneficially owns less than 1% of the common stock.

COMPANY POLICY

Our Board of Directors has reviewed the lease transactions
summarized above and believes that those transactions were made on terms no
less favorable than terms we could have obtained from unaffiliated third
parties. Our Board of Directors has not made a determination as to whether
the other related-party transactions described above were made on terms no
less favorable than terms we could have obtained from unaffiliated third
parties. The Board of Directors has adopted a policy that any future
transactions between ThermoView and its officers, directors or principal
stockholders will be approved by a majority of the disinterested directors
and will be on terms no less favorable than we could obtain from an
unaffiliated third party.

<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial
ownership of our common stock as of April 30, 2000 for (i) each officer and
director of ThermoView, (ii) each person known by us to own of record or
beneficially more than 5% of the outstanding shares of our common stock, and
(iii) all officers and directors of ThermoView as a group. In accordance with
the SEC's rules, the following table gives effect to the shares of common
stock that could be issued upon (A) the exercise of outstanding options and
warrants and (B) the conversion of Series C preferred stock, each within 60
days of April 30, 2000. Unless otherwise indicated, each of the persons named
in the following table has sole voting, conversion and investment power with
respect to the shares they own.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
- ---------------- ------------------ -----------
<S> <C> <C>
Brown Simpson Strategic Growth Fund, Ltd. and Brown Simpson Strategic Growth
Fund, L.P.(2).............................................................. 1,131,013 13.4%
Stephen A. Hoffmann(3)......................................................... 568,650 7.3
GE Capital Equity Investments, Inc.(4)......................................... 561,343 7.1
LD Capital, Inc.(5)............................................................ 492,802 6.3
Robert E. Anderson(6).......................................................... 433,548 5.9
Charles L. Smith(7)............................................................ 206,615 2.8
John H. Cole(11)............................................................... 161,162 2.2
Robert C. Pearson(8) ......................................................... 158,335 2.2
Nelson E. Clemmens(9).......................................................... 143,483 1.9
Delores P. Kesler(10).......................................................... 132,323 1.8
Raymond C. Dauenhauer, Jr.(12)................................................. 104,352 1.4
James J. TerBeest(13).......................................................... 65,834 *
Ronald L. Carmicle(14)......................................................... 16,667 *
Michael A. Toal(15)............................................................ 16,667 *
J. Sherman Henderson III....................................................... 8,334 *
Richard E. Bowlds(16).......................................................... 7,363 *
All directors and executive officers as a group (13 persons)(17)............... 1,923,332
</TABLE>

- ----------

* Less than 1% of total.

(1) Based on 7,324,550 shares of common stock outstanding, plus, for each
individual or entity, the number of shares of common stock that each
individual or entity may acquire upon the exercise of stock options or
warrants or conversion of convertible securities within 60 days of
April 30, 2000.

(2) Includes 500,000 shares, increased from 400,000 shares, issuable upon
conversion of shares of Series C preferred stock, 31,013 shares of
common stock issued as dividends on the Series C preferred stock and
600,000 shares, increased from 400,000 shares, issuable upon exercise
of outstanding warrants. These increases effective in May 2000 in the
number of shares of common stock subject to the warrants and the number
of shares of common stock issuable upon conversion of the Series C
preferred stock are the result of compliance with the terms of our
Series C preferred stock agreements. Brown Simpson Strategic Growth
Fund, Ltd. and Brown Simpson Strategic Growth Fund, L.P. are controlled
by their general and managing partner, Brown Simpson Asset Management,
LLC. The principal address for Brown Simpson Strategic Growth Fund,
Ltd. and Brown Simpson Strategic Growth Fund, L.P. is 152 West 57th
Street, 40th Floor, New York, New York 10019.

(3) Includes 11,596 shares deemed beneficially owned by Mr. Hoffmann as
trustee of two trusts, as to which Mr. Hoffmann disclaims beneficial
ownership. Includes 422,770 shares issuable upon exercise of
outstanding stock options granted to Mr. Hoffmann. Includes 100,000
shares owned by Founders Group, LLC, a limited liability company in
which Mr. Hoffmann owns one-third of the outstanding ownership
interest. Includes 33,334 shares beneficially owned by Mr. Hoffmann as
trustee of two trusts, as to which Mr. Hoffmann disclaims beneficial
ownership. Mr. Hoffmann's address is ThermoView Industries, Inc., 1101
Herr Lane, Louisville, Kentucky 40222.

(4) Represents shares issuable upon exercise of outstanding warrants,
increased from 555,343 shares. This increase effective in May 2000 in
the number of shares of common stock exercisable under the GE Capital
warrant is the result of compliance

<PAGE>

with the terms of the GE Capital subordinated debt agreement. GE
Capital Equity Investments, Inc. is a subsidiary of General Electric
Company. GE Capital Equity Investments, Inc.'s address is 120 Long
Run Road, Stamford, Connecticut 06927.

(5) Represents shares issuable upon exercise of outstanding stock options
granted to LD Capital, Inc. Substantially all of the outstanding stock
of LD Capital, Inc. is held by Lindsey Maxwell, the spouse of Mr.
Maxwell, our Corporate Development Manager, as custodian for their
minor children. Mr. Clemmens is also a minority shareholder and the
President, Secretary, Treasurer and sole director of LD Capital, Inc.
The address for LD Capital, Inc. is 133 South Third Street, Suite 402,
Louisville, Kentucky 40202.

(6) Includes 433,548 shares owned by the Robert E. Anderson Trust UA DTD
4/15/98 for which Mr. Anderson is the trustee and beneficiary. Mr.
Anderson's address is 2645 Pleasant Valley Road, Owensboro, Kentucky
42303.

(7) Mr. Smith resigned as a director of ThermoView effective February 2000.
Includes 278 shares issuable upon exercise of outstanding stock options
granted to Mr. Smith.

(8) Includes 158,335 shares held by funds managed by Renaissance Capital
Group, Inc., of which Mr. Pearson is the Senior Vice President of
Corporate Finance.

(9) Includes 110,149 shares issuable upon exercise of outstanding stock
options granted to Mr. Clemmens.

(10) Includes 3,334 shares beneficially owned by the spouse of Ms. Kesler,
as to which Ms. Kesler disclaims beneficial ownership. Includes 100,000
shares owned by Founders Group, LLC, a limited liability company in
which Ms. Kesler owns one-third of the outstanding ownership interest.
Ms. Kesler resigned as a director effective May 2000.

(11) Includes 116,667 shares issuable upon exercise of outstanding stock
options granted to Mr. Cole.

(12) Mr. Dauenhauer became a director of ThermoView effective March 1, 2000.

(13) Includes 62,500 shares issuable upon exercise of outstanding stock
options granted to Mr. TerBeest.

(14) Mr. Carmicle became a director of ThermoView effective February 14,
2000. Represents shares held by Lyncar Enterprises, Inc., of which Mr.
Carmicle owns 100% with his spouse.

(15) Represents 16,667 shares owned by the Michael A. Toal Revocable Living
Trust DTD 6/14/96 for which Mr. Toal is the trustee and beneficiary.
Mr. Toal resigned as a director of ThermoView in March 2000.

(16) Mr. Bowlds resigned as a director of ThermoView effective March 1,
2000. Excludes 20,834 shares sold by Mr. Bowlds to Renaissance Capital
Growth & Income Fund III, Inc. and Renaissance US Growth & Income
Trust, PLC but subject to a put option pursuant to a stock purchase
agreement, dated as of December 10, 1998, by and among Mr. Bowlds,
Renaissance and Douglas I. Maxwell, III. Mr. Bowlds disclaims
beneficial ownership of these shares. Includes 6,945 shares deposited
in escrow pursuant to an escrow agreement, dated as of December 17,
1998, by and among Mr. Bowlds, Renaissance, Mr. Maxwell and Bank One,
Texas, NA and subject to delivery to Renaissance pursuant to the
Renaissance stock purchase agreement. Robert Pearson, Senior Vice
President of Renaissance, is a director of ThermoView.

(17) Includes 712,364 shares issuable upon exercise of outstanding stock
options and warrants owned by all directors and officers as a group
which vest within 60 days of March 1, 2000.

<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of ThermoView currently consists of
100,000,000 shares of common stock, par value $0.001 per share, and
50,000,000 shares of preferred stock, par value $0.001 per share. We have
submitted a proposal to reduce the number of authorized shares to 25,000,000
shares of common stock and 5,000,000 shares of preferred stock for the vote
of our stockholders at the annual meeting on June 20, 2000. As of April 30,
2000, there are 7,324,550 shares of common stock outstanding. As of April 30,
2000, there are 1,445,316 shares of preferred stock outstanding, which
consists of 6,000 shares of Series C convertible preferred stock and
1,439,316 shares of Series D preferred stock.

We refer you to our certificate of incorporation, which is an
exhibit to the registration statement of which this prospectus is a part and
which qualifies the following summary in its entirety by this reference.

COMMON STOCK

Holders of common stock are entitled to one vote for each share on
all matters submitted to a vote of stockholders. Holders of a majority of the
shares of common stock entitled to vote in any election of directors may
elect all of the directors standing for election, subject to any rights of
preferred stockholders to elect two directors when dividends have been in
arrears for six dividend payment periods. Holders of common stock are
entitled to receive dividends, if, as, and when declared by the Board of
Directors out of funds legally available for such purposes, subject to (A)
any dividend preferences of any outstanding preferred stock and (B) lender
preclusions of dividend payments. Upon our liquidation, dissolution or
winding-up, the holders of common stock are entitled to share ratably in our
assets available for distribution, subject to the preferential rights of any
outstanding preferred stock. Holders of the common stock have no preemptive,
subscription, redemption or conversion rights. The rights of the holders of
the Series C and Series D preferred stock and shares of any series of
preferred stock that we may designate and issue in the future may reduce the
rights, preferences and privileges of holders of common stock. All
outstanding shares of common stock are fully paid and non-assessable.

PREFERRED STOCK

The Series C preferred stock has a liquidation preference of $1,000
per share plus accumulated and unpaid dividends and has a perpetual term
unless converted or redeemed. Dividends on the Series C preferred stock are
cumulative at the annual rate of 9.6%, 70% of which are payable quarterly in
cash and the remainder in our common stock.

The Series C preferred stock is convertible at any time, in whole or
in part, at the option of the selling stockholders into shares of common
stock, at a conversion price, subject to adjustment, of $12.00 per share of
common stock. This conversion is initially equivalent to a conversion rate of
83.33 shares of common stock per one share of Series C preferred stock.
Additionally, the Series C preferred stock is redeemable or convertible at
the option of the holders:

- on October 23, 2000;

- on April 23, 2002; and

- immediately upon the occurrence of events of redemption as
specified in the Series C certificate of designation.

The Series C certificate of designation does not require us to
repurchase or redeem the Series C preferred stock if the redemption would
result in the occurrence of a default or event of default under our loan
documents with PNC Bank or any successor senior lender, or GE Capital Equity
Investments, Inc. However, an adjustment to the related warrant exercise
price would result from a failure to purchase or redeem under these
circumstances. We have no right to require redemption or conversion of the
Series C preferred stock.

The 1,439,316 shares of 12% Cumulative Series D preferred stock has
a liquidation value of $5.00 per share plus accumulated and unpaid dividends
and has a perpetual term unless redeemed. The Series D preferred stock is
senior to our common stock and is on parity with the Series C preferred
stock. The Series D preferred stock will pay cumulative dividends at the rate
of $.60 per share annually, subject to the legal availability to pay the
dividends and the consent of our senior lender. The shares of Series D
preferred stock are redeemable by ThermoView for cash or common stock that
equals the liquidation value of the shares redeemed, plus cumulative unpaid
dividends. The shares of Series D preferred stock are not convertible into
common stock, have no voting rights and contain no registration rights.

Our Board of Directors may authorize for issuance from time to time,
without further stockholder approval, up to an aggregate of 48,554,684 shares
of preferred stock, subject to reduction as described below, in one or more
series. Our Board of Directors may fix or alter the designations,
preferences, rights and any qualifications, limitations or restrictions of
the shares of each of these series, including:

<PAGE>

- the dividend rights;

- dividend rates;

- conversion rights;

- voting rights;

- terms of redemption;

- redemption price or prices;

- liquidation preferences; and

- the number of shares constituting any series or designations of
these series.

We have submitted a proposal to our stockholders to reduce the
number of authorized shares of preferred stock from 50,000,000 to 5,000,000.
Our stockholders will determine the outcome of this proposal at our annual
meeting of stockholders scheduled on June 20, 2000.

WARRANTS

As of the date of this prospectus, we have outstanding warrants to
purchase a total of 1,328,510 shares of common stock, at a weighted average
exercise price of $7.13 per share. All of the warrants are currently
exercisable and warrants to purchase 41,667, 600,000 and 561,343 expire in
November 2003, April 2004 and July 2007. All of the warrants contain (A)
anti-dilution provisions providing for adjustments of the exercise price and
the number of shares of common stock underlying the warrants and (B)
registration rights.

REGISTRATION RIGHTS

The holders of options to purchase 892,031 shares of our common
stock have the right to request from us a best-efforts registration on Form
S-8 for these shares when we are eligible to use Form S-8. In addition, the
holders of 1,402,951 shares of our common stock are entitled to certain
piggy-back registration rights with respect to the registration of their
shares under the Securities Act. Piggy-back and demand registration rights
will also exist for an indeterminate number of shares of common stock that we
must issue under our acquisition agreements if the acquired businesses
satisfy financial targets in future periods. We cannot determine the number
of shares because some acquisition agreements provide for an unlimited number
of shares, which depends upon unknown future stock prices and the
satisfaction of future financial targets which may or may not occur. In
addition, the terms of each arrangement vary from acquisition to acquisition.
In the event a securityholder exercises a registration right, we must use our
reasonable best efforts to register the shares. These registration rights are
subject to conditions and limitations, among them the right of underwriters
to limit the number of shares to be included in the registration statement.
Additionally, in the event of an underwritten public offering, registered
securities may not be sold until 90 days after effectiveness of the
registration statement.

EBI Securities Corporation is entitled to registration rights with
respect to 41,667 shares of our common stock underlying a warrant. EBI has
piggyback registration rights and one demand registration right exercisable
in the three year period beginning on November 1, 2000. These registration
rights are subject to conditions and limitations, among them the right of the
underwriters to limit the number of shares to be included in a registration.

The selling stockholders are entitled to piggy-back and demand
registration rights with respect to 150% of the shares of our common stock
issuable upon conversion of the Series C preferred stock and exercise of the
warrants. Additionally, GE Capital Equity Investments, Inc. has piggy-back
and demand registration rights with respect to 561,343 shares of our common
stock subject to warrants.

ThermoView generally bears the expenses of registrations resulting
from registration rights, except underwriting discounts and selling
commissions. Registration of any of the shares of common stock held by
security holders would result in the shares becoming freely tradable without
restriction under the Securities Act immediately upon effectiveness of the
registration, subject to the 90 day holdback.

56
<PAGE>

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW

ThermoView is subject to the provisions of Section 203 of the
Delaware General Corporation Law. Section 203 of the Delaware General
Corporation Law generally prohibits a publicly-held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the interested stockholder attained
that status with the approval of the board of directors or unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting
in a financial benefit to the interested stockholder. Subject to exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of a
corporation's voting stock. This statute could prohibit or delay the
accomplishment of mergers or other attempts to acquire us.

In addition, those provisions of our certificate of incorporation
and bylaws which are described in the following paragraphs may be deemed to
have an anti-takeover effect and may delay, defer or prevent a tender offer
or takeover attempt that a stockholder might consider in its best interest,
including those attempts that might result in a premium over the market price
for the shares held by stockholders.

CLASSIFIED BOARD OF DIRECTORS. The certificate imposes a classified
board of directors whereby three classes of directors serve staggered terms.
Additionally, the certificate requires a supermajority vote of stockholders
to remove this certificate provision. These provisions could prevent a change
of control by limiting the number of directors stockholders elect each year.

SPECIAL MEETING OF STOCKHOLDERS. The bylaws provide that only our
President, a majority of our board of directors or stockholders holding a
majority of our capital stock which is issued, outstanding and entitled to
vote may call special meetings of our stockholders.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. The bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for
election as directors at an annual meeting of stockholders, must deliver a
written notice to our principal executive offices within a prescribed time
period. This provision may preclude stockholders from bringing matters before
an annual meeting of stockholders or from making nominations for directors at
an annual meeting of stockholders.

AUTHORIZED BUT UNISSUED SHARES. The authorized but unissued shares
of common stock and preferred stock are available for future issuance without
stockholder approval, subject to limitations imposed by the American Stock
Exchange. We may use these additional shares for a variety of corporate
purposes, including future public offerings to raise additional capital,
acquisitions and employee benefit plans. The existence of authorized but
unissued and unreserved common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means of a
proxy contest, tender offer, merger or otherwise.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Delaware law authorizes corporations to limit or eliminate the
personal liability of officers and directors to corporations and their
stockholders for monetary damages for breach of officers' and directors'
fiduciary duty of care. The duty of care requires that, when acting on behalf
of the corporation, officers and directors must exercise an informed business
judgment based on all material information reasonably available to them.
Absent the limitations authorized by Delaware law, officers and directors are
accountable to corporations and their stockholders for monetary damages for
conduct constituting gross negligence in the exercise of their duty of care.
Delaware law enables corporations to limit available relief to equitable
remedies such as injunction or rescission. Article 7 of ThermoView's
certificate of incorporation requires ThermoView to indemnify its directors
and officers to the fullest extent authorized or permitted by Delaware law.
Delaware law provides that officers and directors of ThermoView will not be
personally liable for monetary damages for breach of an officer's or
director's fiduciary duty, except for liability (A) for any breach of the
officer's or director's duty of loyalty to ThermoView or its stockholders,
(B) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (C) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (D) for any transaction from
which the officer and director derived an improper personal benefit.

The Board of Directors has approved a form of indemnification
agreement into which ThermoView has entered with each of its present
directors, including those directors who are also officers of ThermoView, and
into which ThermoView intends to enter with its future directors. The
indemnification agreement gives directors a specific contractual right to
indemnification by ThermoView. Although the directors of ThermoView presently
have rights to indemnification under ThermoView's certificate of
incorporation and bylaws and may have protection from liabilities under the
terms of a directors and officers liability insurance policy which ThermoView
has obtained, the Board of Directors believes that the additional assurance
provided by the broader contractual rights contained in the indemnification
agreement enables ThermoView to attract and retain qualified directors.

<PAGE>

The inclusion of these provisions in the certificate of
incorporation and bylaws may reduce the likelihood of derivative litigation
against officers and directors, and may discourage or deter stockholders or
management from bringing a lawsuit against officers and directors for breach
of their duty of care, even though a lawsuit, if successful, might otherwise
have benefited ThermoView and its stockholders. ThermoView's certificate of
incorporation, bylaws and the indemnification agreements provide
indemnification to ThermoView's officers and directors and their legal
representatives to the maximum extent allowed by Delaware law as it exists
now or as it may be amended. These provisions and the indemnification
agreements do not alter the liability of officers and directors under federal
securities laws and do not affect the right to sue or to recover monetary
damages under federal securities laws for violations thereof.

TRANSFER AGENT AND REGISTRAR

American Securities Transfer & Trust, Inc., Denver, Colorado,
presently acts as transfer agent and registrar for the common stock, the
Series C preferred stock and the Series D preferred stock.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Our common stock has been traded on the American Stock Exchange, and
no prediction can be made as to the effect, if any, that future market sales
of shares of common stock or the availability of shares of common stock for
sale will have on the market price of the common stock prevailing from time
to time. Nevertheless, sales of substantial amounts of common stock in the
public market, or the perception that sales could occur, could cause the
market price of the common stock to decline and could impair our future
ability to raise capital through the sale of our equity securities.

FREELY TRADABLE SHARES

As of the date of this statement, we will have an aggregate of
7,324,550 shares of common stock outstanding, assuming no exercise or
conversion of outstanding options, warrants or Series C preferred stock. Of
the 7,324,550 shares outstanding, 3,036,650 shares will be freely tradable
without restriction or further registration under the Securities Act, except
that any shares purchased by our affiliates, as that term is defined in Rule
144 under the Securities Act, in the public market may only be sold in
compliance with the volume and manner of sale limitations of Rule 144
described below.

SHARES SUBJECT TO RULE 144

The remaining 4,287,900 shares of common stock held by existing
stockholders will be deemed restricted securities as that term is defined in
Rule 144. Restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rules
144, 144(k) or 701 promulgated under the Securities Act. These rules are
summarized below.

Subject to the lock-up agreements described below and the provisions
of Rules 144, 144(k) and 701, additional shares will be eligible for sale in
the public market as follows:

NUMBER OF SHARES DATE
---------------- ------
<S> <C>
3,489,333 After May 29, 2000, 2,527,239 of these shares will be
subject to the volume and manner of sale limitations
of Rule 144; and

798,567 At various times commencing after May 29, 2000, all of
these shares will be subject to the volume and manner
of sale limitations of Rule 144.
</TABLE>

In general, under Rule 144 as currently in effect, a person or
persons whose shares are aggregated, including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within
any three-month period, a number of shares that does not exceed the greater
of:

- one percent of the then outstanding shares of common stock, which
will equal approximately 73,246 shares; or

- the average weekly trading volume in the common stock during the
four calendar weeks preceding the date on which notice of that
sale is filed with the SEC subject to restrictions.

In addition, a person who is not deemed to have been an affiliate of
ThermoView at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years is
entitled to sell those shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares are acquired from an
affiliate of ThermoView, the acquiring person's holding period for the
purpose of effecting a sale under Rule 144 commences on the date of transfer
from the affiliate.

RESALE OF SHARES UNDERLYING STOCK OPTIONS AND WARRANTS

Rule 701 permits resales of shares in reliance upon Rule 144 but
without compliance with certain limitations of Rule 144. In general, any of
our employees, officers or directors and qualifying consultants and advisors
who purchased shares from us pursuant to a written compensatory plan or
contract, including shares issuable upon exercise of options and warrants
granted prior to the date of this prospectus, are entitled to rely on the
resale provisions of Rule 701. Rule 701 permits affiliates to sell their Rule
701 shares under Rule 144 without complying with the holding period
requirements of Rule 144. Rule 701 further provides that non-affiliates may
sell such shares in reliance on Rule 144 without having to comply with the
holding period, public information, volume limitation or notice provisions of
Rule 144.

<PAGE>

As of April 30, 2000, options to purchase a total of 1,760,434
shares of common stock are outstanding, of which options to purchase
1,485,664 shares are currently exercisable. The outstanding options have a
weighted average exercise price of $6.03 per share. Subject to applicable
vesting requirements and the lock-up agreements described below, the holders
of options to purchase 1,745,940 of these shares may rely on the resale
provisions of Rule 701. We intend to file a registration statement to
register for resale 1,745,940 shares underlying options and an additional
458,262 shares reserved for issuance under the 1999 stock option plan. That
registration statement will automatically become effective upon filing.
Accordingly, these shares will be eligible for resale in the public market
from time to time, subject to vesting restrictions, and in the case of some
of the options the expiration of the lock-up agreements referred to below.

Upon the closing of the offering, 500,000 shares, subject to
adjustment, will be issuable upon conversion of the shares of Series C
preferred stock, and 1,328,510 shares will be issuable upon the exercise of
outstanding warrants.

LOCK-UP AGREEMENTS

The holders of 2,180,494 shares of our common stock and 873,312
shares covered by outstanding options and warrants have agreed that they will
not, without the prior written consent of the representatives of the
underwriters from our initial public offering, sell, transfer, pledge,
hypothecate, otherwise dispose of or agree to do any of the foregoing with
respect to any of our securities for a period commencing on May 13, 1999 and
continuing through May 29, 2000. The underwriters may, in their sole
discretion and at any time without notice, release all or any portion of the
securities subject to these lock-up agreements. The underwriters will
consider requests for release of shares from these lock-up agreements on a
case by case basis, based upon current market price and trading activity of
the common stock, general market conditions and individual circumstances. We
have also agreed that, until May 29, 2000, we will not, without the consent
of the underwriters, make any offering, purchase, sale, or other disposition
of any shares of common stock or other securities convertible into or
exchangeable or exercisable for shares of common stock, except in connection
with acquisitions, the grant of options under the 1999 stock option plan, the
exercise of options and warrants outstanding as of December 2, 1999, the date
of the prospectus for our initial public offering, and the conversion of
shares of Series C preferred stock into common stock.

REGISTRATION RIGHTS

The holders, including the selling stockholders, of 4,123,492
shares of common stock outstanding or issuable upon exercise of outstanding
options and warrants or conversion of the Series C preferred stock have
certain rights to have their shares of common stock registered for resale
under the Securities Act. If the holders of registration rights, by
exercising their rights, cause a large number of shares to be registered and
sold in the public market, the sales could have a material adverse effect on
the market price of our common stock. Please see "Description of Capital
Stock - Registration Rights."

<PAGE>

SELLING STOCKHOLDERS

Brown Simpson Growth Fund, L.P. and Brown Simpson Growth Fund, Ltd.
are offering the shares of common stock included in this prospectus.

The table below sets forth information with respect to the selling
stockholders including:

- the names of the selling stockholders;

- the number of shares of common stock beneficially owned by each
selling stockholder as of April 30, 2000, except as noted below;

- the number of shares which may be offered and are being registered
by this prospectus for the account of each selling stockholder;
and

- the amount of the class to be owned by each selling stockholder
assuming all the shares are sold.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NUMBER OF SHARES OF NUMBER OF SHARES OF COMMON COMMON STOCK TO BE
COMMON STOCK OWNED STOCK WHICH MAY BE OFFERED OWNED AFTER OFFERING
------------------- -------------------------- ---------------------
<S> <C> <C> <C>
Brown Simpson Growth Fund, L.P................. 424,130(1) 424,130 11,630
Brown Simpson Growth Fund, Ltd................. 706,883(2) 706,883 19,383

</TABLE>

- ----------------------

(1) Includes 187,500 shares issuable upon conversion of shares of our
Series C preferred stock, 37,500 shares of which reflect an adjustment
due to a contractual conditional reset effective May 2000, and 225,000
shares issuable upon exercise of outstanding warrants, 75,000 shares of
which reflect an adjustment due to a contractual conditional reset
effective May 2000.

(2) Includes 312,500 shares issuable upon conversion of shares of our
Series C preferred stock, 62,500 shares of which reflect an adjustment
due to a contractual conditional reset effective May 2000, and 375,000
shares issuable upon exercise of outstanding warrants, 125,000 shares
of which reflect an adjustment due to a contractual conditional reset
effective May 2000.

PLAN OF DISTRIBUTION

We are registering the shares of our common stock on behalf of the
selling stockholders. The selling stockholders will bear all costs, expenses
and fees in connection with the registration of the shares offered by this
prospectus, and brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares. Selling stockholders may sell shares from
time to time in one or more types of transactions (which may include block
transactions) on the American Stock Exchange, in negotiated transactions,
through put or call option transactions relating to the shares, through short
sales of shares, or a combination of such methods of sale, at market prices
prevailing at the time of sale, or at negotiated prices. Such transactions
may or may not involve brokers or dealers. The selling stockholders have
advised us that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of
their securities, nor is there an underwriter or coordinated broker acting in
connection with the proposed sale of shares by the selling stockholders.

The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in
short sales of the shares or of securities convertible into or exchangeable
for the shares in the course of hedging positions they assume with selling
stockholders. The selling stockholders may also enter into options or other
transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealers or other financial institutions
of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus (as
amended or supplemented to reflect such transaction).

The selling stockholders may make these transactions by selling
shares directly to purchasers or to or through broker-dealers, which may act
as agents or principals. Such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from selling stockholders
and/or the purchasers of shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

The selling stockholders and any broker-dealers that act in
connection with the sale of shares are deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received
by such broker-dealers or any profit on the

<PAGE>

resale of the shares sold by them while acting as principals might be deemed
to be underwriting discounts or commissions under the Securities Act. The
selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the
Securities Act.

Because selling stockholders are deemed to be "underwriters" within
the meaning of section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities
Act. We have informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to
their sales in the market.

Selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities
Act, provided they meet the criteria and conform to the requirements of Rule
144.

Upon a selling stockholder notifying us that it has entered into any
material arrangement with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement
to this prospectus, if required, pursuant to Rule 424(b) under the Securities
Act, disclosing:

- the name of each such selling stockholder and the participating
broker-dealer(s);

- the number of shares involved;

- the initial price at which such shares were sold;

- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;

- that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and

- other facts material to transactions.

In addition, upon a selling stockholder notifying us that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to
this prospectus.

In October 1999, ThermoView entered into a 90-day listing agreement
with IPO.COM, Inc. under which ThermoView authorized IPO.COM to host its
prospectus on the IPO.COM web site. In addition to hosting ThermoView's
prospectus, IPO.COM provided summary material relating to ThermoView and
ThermoView's initial public offering on its web site. The IPO.COM web site
also provided a direct link to ThermoView's web site. ThermoView did not
intend to authorize IPO.COM either directly, or as its agent, to provide the
summary material or the direct link to the ThermoView web site. In
mid-November 1999, at ThermoView's request, IPO.COM removed the prospectus,
the summary information and the link to ThermoView's web site from IPO.COM's
web site. Notwithstanding this removal, investors' rights to seek rescission
or damages for potential violation of the Securities Act of 1933 arising from
information included on the IPO.COM web site may continue to exist. See "Risk
Factors."

<PAGE>

LEGAL MATTERS

The validity of the shares of common stock offered by this
prospectus will be passed upon for us by Stites & Harbison, Louisville,
Kentucky. As of the date of this prospectus, attorneys with Stites & Harbison
who have participated in the preparation of this offering beneficially owned,
directly or indirectly, 16,986 shares of our common stock.

EXPERTS

The following financial statements included in this prospectus and
registration statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein,
and are included in reliance upon their reports given upon the authority of
their firm as experts in accounting and auditing:

- the consolidated financial statements of ThermoView Industries,
Inc. as of and for the years ended December 31, 1998 and 1999;

- the financial statements of NuView Industries, Inc. as of
July 21, 1998 and for the period from January 1, 1998
through July 21, 1998;

- the combined financial statements of Thomas Construction, Inc. as
of December 31, 1997 and 1998 and for each of the three years in
the period ended December 31, 1998;

- the financial statements of Precision Window Mfg., Inc. as of
December 31, 1996, 1997 and 1998 and for each of the three years
in the period ended December 31, 1998; and

- the combined financial statements of The Thermo-Shield Companies
as of December 31, 1996, 1997 and 1998 and for each of the three
years in the period ended December 31, 1998.

The following financial statements included in this prospectus and
registration statement have been audited by Singer, Lewak, Greenbaum &
Goldstein, LLP, independent auditors, as set forth in their reports thereon
appearing elsewhere herein, and are included in reliance upon their reports
given upon the authority of their firm as experts in accounting and auditing:

- the financial statements of ThermoView Industries, Inc. (formerly
Thermo-Tilt Window Company) for the year ended December 31, 1997;

- the financial statements of American Home Developers Co., Inc. as
of December 31, 1996 and 1997 and April 25, 1998, and for each of
the two years in the period ended December 31, 1997 and the period
from January 1, 1998 through April 25, 1998;

- the financial statements of Primax Window Co. as of December 31,
1996 and 1997 and April 30, 1998, and for each of the two years in
the period ended December 31, 1997 and the period from January 1,
1998 through Apri1 30, 1998;

- the combined financial statements of The Rolox Companies as of
December 31, 1996 and 1997 and April 30, 1998, and for each of the
two years in the period ended December 31, 1997 and the period
from January 1, 1998 through April 30, 1998;

- the financial statements of American Home Remodeling as of
December 31, 1997 and July 9, 1998, and for the year ended
December 31, 1997 and the period from January 1, 1998 through July
9, 1998; and

- the financial statements of Five Star Builders, Inc. as of
December 31, 1996 and 1997 and July 13, 1998, and for each of the
two years in the period ended December 31, 1997 and the period
from January 1, 1998 through July 13, 1998.

The following financial statements included in this prospectus and
registration statement have been audited by Rodney W. Melby, certified public
accountant, as set forth in his reports thereon appearing elsewhere herein,
and are included in reliance upon his reports given upon his authority as an
expert in accounting and auditing:

- the financial statements of Leingang Siding and Window, Inc. as of
December 31, 1996 and 1997 and August 14, 1998, and for each of
the two years in the period ended December 31, 1997 and the period
January 1, 1998 to August 14, 1998; and

<PAGE>

- the financial statements of Thermal Line Windows, L.L.P. as of
December 31, 1996 and 1997 and August 14, 1998, and for each of
the two years in the period ended December 31, 1997 and the period
January 1, 1998 to August 14, 1998.

On November 10, 1998, our Board of Directors approved the engagement
of Ernst & Young LLP, and the dismissal of Singer, Lewak, Greenbaum &
Goldstein, as our independent auditors in preparation for this offering.
During the year ended December 31, 1997, and the subsequent interim period
preceding the dismissal of Singer, Lewak, Greenbaum & Goldstein, LLP in
November 1998, there were no disagreements between them and us on any matters
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, and no reportable events relating to the
relationship between Singer, Lewak, Greenbaum & Goldstein, LLP and us.

WHERE YOU CAN FIND MORE INFORMATION

ThermoView has filed with the SEC a registration statement on Form
S-1 under the Securities Act with respect to the shares of common stock to be
sold in this offering. ThermoView has filed with the SEC a registration
statement on Form S-1 under the Securities Act with respect to the shares of
common stock sold in its initial public offering. This prospectus does not
contain all of the information set forth in the registration statement
relating to this offering, and the exhibits and schedules filed as a part of
the registration statement. For further information with respect to
ThermoView and the shares of common stock sold in this offering, we refer you
to the registration statement, and the exhibits and schedules filed as a part
of the registration statement. This prospectus contains all material
information regarding the contents of any contract, agreement or other
document referred to in it. The descriptions of those contracts, agreements
and other documents are not necessarily complete, however. If a contract,
agreement or other document has been filed as an exhibit to the registration
statement, we refer you to that exhibit. Each statement in this prospectus
relating to a contract, agreement or other document filed as an exhibit to
the registration statement is qualified by the filed exhibit.

ThermoView is subject to the information and reporting requirements
of the Securities Exchange Act, and, in accordance with those requirements,
files periodic reports, proxy statements and other information with the SEC.
You may read and copy all or any portion of the registration statement or any
other information ThermoView files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. You can request
copies of these documents, upon payment of a duplicating fee, by writing to
the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. ThermoView's SEC filings, including
the registration statement, are also available to you on the SEC's web site
(http://www.sec.gov).

We intend to furnish our stockholders with annual reports containing
audited financial statements and quarterly reports containing unaudited
financial information for the first three quarters of each year.

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS................................................................. F-4
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 1999.......................... F-4
Notes to Unaudited Pro Forma Consolidated Statement of Operations...................................................... F-5

THERMOVIEW INDUSTRIES, INC.

Report of Independent Auditors......................................................................................... F-7
Report of Independent Certified Public Accountants..................................................................... F-8
Consolidated Balance Sheets as of December 31, 1998 and 1999........................................................... F-9
Consolidated Statements of Operations for the years ended December 31, 1997, 1998 and 1999............................. F-10
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997, 1998 and 1999................... F-11
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999............................. F-13
Notes to Consolidated Financial Statements............................................................................. F-14
Condensed Consolidated Balance Sheets as of December 31, 1999 and March 31, 2000 (Unaudited)........................... F-31
Condensed Consolidated Statements of Operations for the three months ended March 31, 1999 and 2000 (Unaudited)......... F-32
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and 2000 (Unaudited)......... F-33
Notes to Condensed Consolidated Financial Statements (Unaudited)....................................................... F-34

AMERICAN HOME DEVELOPERS CO., INC.

Report of Independent Certified Public Accountants..................................................................... F-38
Balance Sheets as of December 31, 1996, December 31, 1997 and April 25, 1998........................................... F-39
Statements of Operations for the years ended December 31, 1996 and December 31, 1997 and for the period from January 1, F-40
1998 through April 25, 1998............................................................................................
Statements of Shareholders' Equity for the years ended December 31, 1996 and December 31, 1997 and for the period from F-41
January 1, 1998 through April 25, 1998.................................................................................
Statements of Cash Flows for the years ended December 31, 1996 and December 31, 1997 and for the period from January 1, F-42
1998 through April 25, 1998............................................................................................
Notes to Financial Statements.......................................................................................... F-43

PRIMAX WINDOW CO.

Report of Independent Certified Public Accountants..................................................................... F-48
Balance Sheets as of December 31, 1996, December 31, 1997 and April 30, 1998........................................... F-49
Statements of Operations for the years ended December 31, 1996 and December 31, 1997 and for the four months ended F-50
April 30, 1998.........................................................................................................
Statements of Shareholders' Equity for the years ended December 31, 1996 and December 31, 1997 and for the four months F-51
ended April 30, 1998...................................................................................................
Statements of Cash Flows for the years ended December 31, 1996 and December 31, 1997 and for the four months ended F-52
April 30, 1998.........................................................................................................
Notes to Financial Statements.......................................................................................... F-53

THE ROLOX COMPANIES

Report of Independent Certified Public Accountants..................................................................... F-62
Combined Balance Sheets as of December 31, 1996, December 31, 1997 and April 30, 1998.................................. F-63
Combined Statements of Operations for the years ended December 31, 1996 and December 31, 1997 and for the four months F-64
ended April 30, 1998...................................................................................................
Combined Statements of Shareholders' Deficit for the years ended December 31, 1996 and December 31, 1997 and for the F-65
four months ended April 30, 1998.......................................................................................
Combined Statements of Cash Flows for the years ended December 31, 1996 and December 31, 1997 and for the four months F-66
ended April 30, 1998...................................................................................................
Notes to Combined Financial Statements................................................................................. F-67

AMERICAN HOME REMODELING

Report of Independent Certified Public Accountants..................................................................... F-73
Balance Sheets as of December 31, 1997 and July 9, 1998................................................................ F-74
Statements of Operations for the year ended December 31, 1997 and for the period from January 1, 1998 through July 9, F-75
1998...................................................................................................................
Statements of Shareholders' Equity for the year ended December 31, 1997 and for the period from January 1, 1998 through F-76
July 9, 1998...........................................................................................................
Statements of Cash Flows for the year ended December 31, 1997 and for the period from January 1, 1998 through July 9, F-77
1998...................................................................................................................
Notes to Financial Statements.......................................................................................... F-78

</TABLE>

F-1
<PAGE>

<TABLE>

FIVE STAR BUILDERS, INC.
<S> <C>
Report of Independent Certified Public Accountants..................................................................... F-82
Balance Sheets as of December 31, 1996, December 31, 1997 and July 13, 1998............................................ F-83
Statements of Operations for the years ended December 31, 1996 and December 31, 1997 and for the period from January 1,
1998 through July 13, 1998............................................................................................. F-84
Statements of Shareholders' Equity for the years ended December 31, 1996 and December 31, 1997 and for the period from F-85
January 1, 1998 through July 13, 1998..................................................................................
Statements of Cash Flows for the years ended December 31, 1996 and December 31, 1997 and for the period from January 1,
1998 through July 13, 1998............................................................................................. F-86
Notes to Financial Statements.......................................................................................... F-87

NUVIEW INDUSTRIES, INC.

Report of Independent Auditors......................................................................................... F-93
Balance Sheet as of July 21, 1998...................................................................................... F-94
Statement of Operations and Accumulated Deficit for the period from January 1, 1998 through July 21, 1998.............. F-95
Statement of Cash Flows for the period from January 1, 1998 through July 21, 1998...................................... F-96
Notes to Financial Statements.......................................................................................... F-97

LEINGANG SIDING AND WINDOW, INC.

Independent Auditor's Report........................................................................................... F-101
Balance Sheets as of December 31, 1996 and 1997 and August 14, 1998.................................................... F-102
Statements of Income for the years ended December 31, 1996 and 1997 and for the period January 1, 1998 to August 14,
1998................................................................................................................... F-103
Statements of Changes in Retained Earnings for the years ended December 31, 1996 and 1997 and for the period January 1,
1998 to August 14, 1998................................................................................................ F-104
Statements of Cash Flows for the years ended December 31, 1996 and 1997 and for the period January 1, 1998 to August 14,
1998................................................................................................................... F-105
Notes to Financial Statements.......................................................................................... F-106

THERMAL LINE WINDOWS, L.L.P.

Independent Auditor's Report........................................................................................... F-111
Balance Sheets as of December 31, 1996 and 1997 and August 14, 1998.................................................... F-112
Statements of Income for the years ended December 31, 1996 and 1997 and for the period January 1, 1998 to August 14,
1998................................................................................................................... F-114
Statements of Partnership Equity for the years ended December 31, 1996 and 1997 and for the period January 1, 1998 to
August 14, 1998........................................................................................................ F-115
Statements of Cash Flows for the years ended December 31, 1996 and 1997 and for the period January 1, 1998 to August 14,
1998................................................................................................................... F-116
Notes to Financial Statements.......................................................................................... F-118

THOMAS CONSTRUCTION, INC.

Report of Independent Auditors......................................................................................... F-124
Combined Balance Sheets as of December 31, 1997 and 1998............................................................... F-125
Combined Statements of Income and Retained Earnings for the years ended December 31, 1996, 1997 and 1998............... F-126
Combined Statements of Cash Flows for the years ended December 31, 1996, 1997 and 1998................................. F-127
Notes to Combined Financial Statements................................................................................. F-128

PRECISION WINDOW MFG., INC.

Report of Independent Auditors......................................................................................... F-133
Balance Sheets as of December 31, 1996, 1997 and 1998.................................................................. F-134
Statements of Operations and Retained Earnings for the years ended December 31, 1996, 1997 and 1998.................... F-135
Statements of Cash Flows for the years ended December 31, 1996, 1997 and 1998.......................................... F-136
Notes to Financial Statements.......................................................................................... F-137

THE THERMO-SHIELD COMPANIES

Report of Independent Auditors......................................................................................... F-141
Combined Balance Sheets as of December 31, 1996, 1997 and 1998......................................................... F-142
Combined Statements of Operations and Retained Earnings for the years ended December 31, 1996, 1997 and 1998........... F-144
Combined Statements of Cash Flows for the years ended December 31, 1996, 1997 and 1998................................. F-145
Notes to Financial Statements.......................................................................................... F-146
</TABLE>

F-2

<PAGE>

THERMOVIEW INDUSTRIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

BASIS OF PRESENTATION
FOR THE YEAR ENDED DECEMBER 31, 1999

The following unaudited pro forma consolidated statement of operations
for the year ended December 31, 1999, gives effect to the acquisitions by
ThermoView discussed in Note 2 on page F-5 as if the acquisitions were made as
of January 1, 1999. During the year ended December 31, 1999, ThermoView acquired
three businesses, which have been accounted for using the purchase method of
accounting.

ThermoView has analyzed the savings that it expects to realize from
reductions in salaries, bonuses, and certain benefits to the former owners of
the acquired businesses. To the extent the former owners have contractually
agreed to prospective reductions in salaries, bonuses, and benefits, these
reductions have been reflected in the unaudited pro forma consolidated statement
of operations.

The pro forma financial data do not purport to represent what
ThermoView's results of operations would actually have been if the acquisitions
had occurred on January 1, 1999, and are not necessarily representative of
ThermoView's results of operations for any future period. Since the acquired
companies were not under common control or management during the entire period
covered by the pro forma statement of operations, historical consolidated
results may not be comparable to, or indicative of, future performance. The
unaudited pro forma consolidated statement of operations should be read in
conjunction with the other financial statements and notes thereto included
elsewhere in this prospectus. See also "Risk Factors" included elsewhere herein.

F-3

<PAGE>

THERMOVIEW INDUSTRIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION> PREACQUISITION
THERMO- PRO FORMA PRO FORMA
SHIELD THERMOVIEW ADJUSTMENTS CONSOLIDATED
COMPANIES INDUSTRIES, INC. (NOTE 3) TOTAL
--------- ---------------- -------- -----
<S> <C> <C> <C> <C>
Revenues....................................... $ 2,501,816 $ 108,198,535 $ - $ 110,700,351
Cost of revenues earned........................ 1,118,995 48,727,358 (386,500) 49,459,853
---------------- ---------------- ------------ ---------------
Gross profit................................... 1,382,821 59,471,177 386,500 61,240,498
Selling, general and administrative expenses... 1,604,203 53,549,239 (52,576) 55,100,866
Depreciation expense........................... 27,699 965,916 0 993,615
Amortization expense........................... - 3,393,330 51,097 3,444,427
---------------- ---------------- ----------- ----------------
Income (loss) from operations.................. (249,081) 1,562,692 387,979 1,701,590
Interest expense............................... - (2,962,260) (85,037) (3,047,297)
Interest income................................ 314 112,866 - 113,180
---------------- ---------------- ----------- ----------------
Income (loss) before income taxes.............. (248,767) (1,286,702) 302,942 (1,232,527)
Income tax expense (benefit)................... (108,000) 370,000 134,215 396,215
----------------- ---------------- ----------- ----------------
Net income (loss).............................. (140,767) (1,656,702) 168,727 (1,628,742)
Preferred stock dividends:
Cash........................................ - (2,005,549) - (2,005,549)
Non-cash..................................... - (2,491,640) - (2,491,640)
---------------- ----------------- ----------- -----------------
Net income (loss) attributable to common
stockholders................................. $ (140,767) $ (6,153,891) $ 168,727 $ (6,125,931)
================= ================= =========== =================
Basic and diluted loss per common share........ $ (1.18)
=================
Weighted average shares used in computing pro
forma basic and diluted loss per common share 5,192,705
=================

</TABLE>

See accompanying notes.

F-4

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999

1. GENERAL

The historical results of operations included in the accompanying
unaudited pro forma consolidated statement of operations for the year ended
December 31, 1999, reflect the results of operations of ThermoView Industries,
Inc., together with the results of operations of the Thermo-Shield Companies
from January 1, 1999 to its date of acquisition. The historical results of
operations of ThermoView include the results of operation of two businesses
acquired in January 1999, Thomas Construction, Inc., and Precision Window
Manufacturing, Inc., for the entire year. The audited historical financial
statements for the acquired companies included elsewhere herein have been
included in accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 80.

The weighted average shares used in computing pro forma basic and
diluted loss per common share includes the shares issued in connection with
these business combinations (see Note 2) as if they were issued on January 1,
1999.

2. BUSINESS COMBINATIONS

COST OF ACQUIRED COMPANY
DATE OF CASH AND ------------------------
ACQUIRED COMPANY ACQUISITION PAYABLES COMMON STOCK ISSUED [SEE NOTE (a)] TOTAL COST
- ---------------- ----------- -------- ---------------------------------- ----------
SHARES VALUE
------ -----
<S> <C> <C> <C> <C> <C>
Thomas Construction, Inc. (a)............ 01/04/99 $ 17,562,349 500,475 $ 3,800,000 $ 21,362,349
Precision Window Mfg., Inc............... 01/05/99 3,074,862 37,351 540,000 3,614,862
The Thermo-Shield Companies.............. 03/01/99 4,596,898 185,006 3,149,952 7,746,850
-------------- ------- ------------ --------------
$ 25,234,109 722,832 $ 7,489,952 $ 32,724,061
============== ======= ============ ==============
</TABLE>
- -----------

(a) Stock issued in connection with the acquisition of Thomas Construction,
Inc., includes 400,000 shares of Series B preferred stock valued at
$2,000,000. (These shares were converted into 133,334 shares of common
stock following the closing of the public offering.) All other shares
and values represent common stock.

The above acquisitions have been accounted for as purchase
transactions. The companies are engaged primarily in the business of
manufacturing replacement windows or selling and installing replacement windows
in the residential retail market.

3. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS

The following table summarizes unaudited pro forma consolidated
statement of operations adjustments for the year ended December 31, 1999.

F-5

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

3. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS
(CONTINUED)

TWELVE MONTHS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS ADJUSTMENTS
----------- -----------
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C> <C> <C>
Revenues........................... $ - $ - $ - $ - $ - $ -
Cost of revenues earned............ (386,500) - - - - (386,500)
------------ ----------- ----------- ----------- ----------- ------------

Gross profit....................... 386,500 - - - - 386,500
Selling, general and administrative
expenses......................... - (52,576) - - - (52,576)
Depreciation expense............... - - - - - -
Amortization expense............... - - 51,097 - - 51,097
----------- ----------- ----------- ----------- ----------- -----------

Income (loss) from operations...... 386,500 52,576 (51,097) - - 387,979
Interest expense................... - - - (85,037) - (85,037)
Interest income.................... - - - - - -
----------- ----------- ----------- ----------- ----------- -----------

Income (loss) before income taxes.. 386,500 52,576 (51,097) (85,037) - 302,942
Income tax expense (benefit)....... - - - - 134,215 134,215
----------- ----------- ----------- ----------- ----------- -----------

Net income (loss).................. 386,500 52,576 (51,097) (85,037) (134,215) 168,727
Less preferred stock dividends:
Cash............................. - - - - - -
Additional dividend attributable
to beneficial conversion
feature...................... - - - - - -
----------- ----------- ----------- ----------- ----------- -----------

Net income (loss) attributable to
common stockholders.............. $ 386,500 $ 52,576 $ (51,097) $ (85,037) $ (134,215) $ 168,727
=========== =========== ============ ============ ============ ===========
</TABLE>
- -----------

(a) Reflects the impact of eliminating the effect of sellers' profit on
contracts in process at the acquisition dates charged to cost of
revenues earned during the year ended December 31, 1999, since the
assumption is being made that the acquisitions were made as of January
1, 1999. Since we use the completed-contract method of accounting, our
historical financial statements reflect the impact of attributing
profit to sellers for contracts in process in allocating the purchase
price of our acquisitions.

(b) Reflects reduction in salaries and benefits to the former owners of the
businesses acquired. This reduction in salaries and benefits reflect
the terms of an employment agreement entered into with one of the
former owners as part of the purchase agreement. This employment
agreement is for three years and contains restrictions related to
competition. Duties and responsibilities of the former owners have not
been reduced as a result of reductions in salaries and benefits with
the result that other costs will be incurred.

(c) Reflects the amortization of goodwill recorded as a result of the March
1, 1999 acquisition over a 25-year estimated life.

(d) Reflects interest expense on debt that is directly related to the March
1, 1999 acquisition.

(e) Reflects the incremental provision for federal and state income taxes
at an approximate 40% overall tax rate on the above adjustments to the
statement of operations (except for non-deductible goodwill included
therein) and for S corporation income not provided for in the
historical financial statements.

See footnote 3 of the consolidated financial statements, which appears
on page F-17 and "Risk Factors" on page 4 of this prospectus.

F-6
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
ThermoView Industries, Inc.

We have audited the consolidated balance sheets of ThermoView
Industries, Inc. (see Note 1) as of December 31, 1998 and 1999 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
ThermoView Industries, Inc. at December 31, 1998 and 1999, and the consolidated
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Louisville, Kentucky
April 14, 2000

F-7

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
ThermoView Industries, Inc.

We have audited the accompanying statements of operations,
stockholders' equity, and cash flows of ThermoView Industries, Inc. (formerly
Thermo-Tilt Window Company as discussed in Note 1) for the year ended December
31, 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
ThermoView Industries, Inc. for the year ended December 31, 1997 in conformity
with accounting principles generally accepted in the United States.

/S/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
July 8, 1998

F-8

<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
------------------------------
1998 1999
---- ----
ASSETS
Current assets:
<S> <C> <C>
Cash and equivalents................................................................ $ 1,302,797 $ 3,331,721
Receivables:
Trade, net of allowance for doubtful accounts of $237,000 in 1998 and $276,000 in
1999............................................................................. 3,155,435 5,062,127
Finance, net of unearned interest of $70,500 in 1998 and $149,000 in 1999.......... 31,000 60,000
Related party...................................................................... 410,720 55,554
Other.............................................................................. 326,079 337,482
Costs in excess of billings on uncompleted contracts................................ 604,550 1,274,073
Inventories......................................................................... 1,313,318 2,300,643
Prepaid expenses and other current assets........................................... 169,584 342,978
Deferred income taxes............................................................... 546,000 322,000
-------------- --------------
Total current assets................................................................... 7,859,483 13,086,578
Property and equipment, net............................................................ 2,680,895 3,679,179
Other assets:

Goodwill, net of accumulated amortization of $936,725 in 1998 and 3,645,468 in 1999. 40,926,977 74,162,341
Deferred income taxes............................................................... 1,242,000 1,406,000
Finance receivables, net of unearned interest of $276,201 in 1998 and $1,092,411 in
1999 and allowances of $200,000 in 1999.......................................... 546,643 932,411
Other assets........................................................................ 837,624 704,675
-------------- --------------
43,553,244 $ 77,205,427
-------------- --------------
Total assets........................................................................... $ 54,093,622 $ 93,971,184
============== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable (including related party vendor payables of $341,894 in 1998 and
$221,749 in 1999).................................................................. $ 2,052,937 $ 3,444,402
Due to sellers of acquired businesses............................................... 1,000,481 1,000,000
Accrued expenses.................................................................... 2,775,439 3,278,924
Billings in excess of costs on uncompleted contracts................................ 566,702 930,732
Income taxes payable................................................................ 150,837 116,784
Current portion of long-term debt................................................... 595,754 358,920
-------------- -------------
Total current liabilities.............................................................. 7,142,150 9,129,762
Long-term debt (including related party note payable of $1,500,000 in 1998)............ 8,610,069 21,399,874
Due to sellers of acquired businesses.................................................. - 7,085,000
Other long-term liabilities............................................................ 43,545 32,542
Mandatorily redeemable Series C convertible preferred stock, $.001 par value
(aggregate redemption amount and liquidation preference of $6,000,000); 25,000
shares authorized; 6,000 shares issued and outstanding............................ - 4,648,550
Stockholders' equity:
Preferred stock, 50,000,000 shares authorized:
Series A, $.001 par value; 2,980,000 shares issued and outstanding in 1998; and
none in 1999................................................................... 2,980 -
Series B, $.001 par value; none issued............................................. - -
Common stock, $.001 par value; 100,000,000 shares authorized; 4,490,288 shares
issued and outstanding in 1998; and 7,389,592 shares issued and outstanding in
1999.............................................................................. 4,490 7,390
Paid-in capital..................................................................... 44,759,981 59,794,361
Accumulated deficit................................................................. (6,469,593) (8,126,295)
-------------- --------------
Total stockholders' equity............................................................. 38,297,858 51,675,456
-------------- --------------
Total liabilities and stockholders' equity............................................. $ 54,093,622 $ 93,971,184
============== ==============
</TABLE>

See accompanying notes.

F-9

<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Revenues....................................................... $ 5,628,726 $ 37,376,355 $ 108,198,535
Cost of revenues earned........................................ 2,889,444 16,747,734 48,727,358
-------------- --------------- ---------------

Gross profit................................................... 2,739,282 20,628,621 59,471,177
Selling, general and administrative expenses................... 3,292,548 20,233,163 53,477,839
Stock-based compensation expense............................... 1,050 5,508,700 71,400
Depreciation expense........................................... 69,274 297,808 965,916
Amortization expense........................................... - 971,972 3,393,330
-------------- --------------- ---------------

Income (loss) from operations.................................. (623,590) (6,383,022) 1,562,692
Interest expense............................................... (90,031) (439,131) (2,962,260)
Other income (expense)......................................... (18,607) 69,057 112,866
-------------- --------------- ---------------

Loss before income taxes....................................... (732,228) (6,753,096) (1,286,702)
Income tax expense (benefit)................................... (266,000) (1,148,000) 370,000
-------------- ---------------- ---------------

Net loss....................................................... (466,228) (5,605,096) (1,656,702)

Less amount attributable to sole proprietor.................... 398,269 - -
Less preferred stock dividends:
Cash........................................................ - 585,105 2,005,549
Non-cash.................................................... - 9,539,678 2,491,640
--------------- --------------- ---------------

- 10,124,783 4,497,189
--------------- --------------- ---------------

Net loss attributable to common stockholders................... $ (864,497) $ (15,729,879) $ (6,153,891)
================ ================ ================

Basic and diluted loss per common share........................ $ (3.96) $ (1.19)
================ ================

Weighted average shares outstanding............................ 3,975,235 5,164,497
=============== ===============
</TABLE>

See accompanying notes.

F-10

<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
PREFERRED STOCK PREFERRED STOCK
SERIES A SERIES B COMMON STOCK
------------------- ------------------ -----------
SHARES PAR VALUE SHARES PAR VALUE SHARES
------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1997............................................... - $ - - $ - -
Owner's draw and closing of proprietorship................................ - - - - -
Net income for the last six months ended June 30, 1997.................... - - - - -
----------- -------- --------- --------- ----------

Balances at June 30, 1997................................................. - - - - -
Initial capitalization of corporation..................................... - - - - 2,621,967
Issuance of common stock in private placement............................. - - - - 316,562
Stock-based compensation expense.......................................... - - - - -
Net loss for the six-months ended December 31, 1997....................... - - - - -
----------- -------- --------- --------- ----------

Balances at December 31, 1997............................................. - - - - 2,938,529
Acquisition of the Company-issuance of common stock in reverse merger..... - - - - 346,665
Common stock issued for cash.............................................. - - - - 181,472
Common stock issued for acquisitions...................................... - - - - 1,114,906
Preferred stock issued for cash........................................... 2,980,000 2,980 - - -
Purchase and retirement of common stock................................... - - - - (91,284)
Portion of proceeds from issuance of Series A preferred stock
attributable to beneficial conversion feature at the date of issue...... - - - - -
Additional dividend on Series A preferred stock attributable to
beneficial conversion feature at date of issue.......................... - - - - -
Preferred stock dividend payments......................................... - - - - -
Stock-based compensation expense.......................................... - - - - -
Net loss.................................................................. - - - - -
----------- -------- --------- --------- ----------

Balances at December 31, 1998............................................. 2,980,000 2,980 - - 4,490,288

Common stock issued for cash.............................................. - - - - 1,258,334
Common stock issued for acquisitions...................................... - - - - 494,511
Common stock issued as preferred stock dividend........................... - - - - 19,792
Preferred stock issued for acquisition.................................... - - 400,000 400 -
Preferred stock Series C dividends paid in common stock................... - - - - -
Conversion of Series A and B preferred stock into common stock............ (2,980,000) (2,980) (400,000) (400) 1,126,667
Value of warrants to purchase 125,500 common shares issued to the
underwriters in connection with the public offering..................... - - - - -
Value of warrant to purchase 555,343 common shares related to the 12%
senior subordinated note................................................ - - - - -
Value of warrants to purchase 400,000 common shares related to the Series
C preferred stock....................................................... - - - - -

PROPRIETOR'S
COMMON STOCK DEFICIT/
------------ PAID-IN ACCUMULATED
PAR VALUE CAPITAL DEFICIT TOTAL
-------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Balances at January 1, 1997............................................... $ - $ - $ (230,377) $ (230,377)
Owner's draw and closing of proprietorship................................ - - (167,892) (167,892)
Net income for the last six months ended June 30, 1997.................... - - 398,269 398,269
-------- ------------ -------------- -------------

Balances at June 30, 1997................................................. - - - -
Initial capitalization of corporation..................................... 2,622 140,636 - 143,258
Issuance of common stock in private placement............................. 317 896,958 - 897,275
Stock-based compensation expense.......................................... - 1,050 - 1,050
Net loss for the six-months ended December 31, 1997....................... - - (864,497) (864,497)
-------- ------------ -------------- ------------

Balances at December 31, 1997............................................. 2,939 1,038,644 (864,497) 177,086
Acquisition of the Company-issuance of common stock in reverse merger..... 346 (346) - -
Common stock issued for cash.............................................. 181 613,469 - 613,650
Common stock issued for acquisitions...................................... 1,115 25,813,855 - 25,814,970
Preferred stock issued for cash........................................... - 14,510,603 - 14,513,583
Purchase and retirement of common stock................................... (91) (2,139,839) - (2,139,930)
Portion of proceeds from issuance of Series A preferred stock
attributable to beneficial conversion feature at the date of issue...... - 9,539,678 - 9,539,678
Additional dividend on Series A preferred stock attributable to
beneficial conversion feature at date of issue.......................... - (9,539,678) - (9,539,678)
Preferred stock dividend payments......................................... - (585,105) - (585,105)
Stock-based compensation expense.......................................... - 5,508,700 - 5,508,700
Net loss.................................................................. - - (5,605,096) (5,605,096)
-------- ------------ -------------- ------------

Balances at December 31, 1998............................................. 4,490 44,759,981 (6,469,593) 38,297,858

Common stock issued for cash.............................................. 1,258 3,248,591 - 3,249,849
Common stock issued for acquisitions...................................... 495 6,244,047 - 6,244,542
Common stock issued as preferred stock dividend........................... 20 84,460 - 84,480
Preferred stock issued for acquisition.................................... - 1,999,600 - 2,000,000
Preferred stock Series C dividends paid in common stock................... - (84,480) - (84,480)
Conversion of Series A and B preferred stock into common stock............ 1,127 2,253 - -
Value of warrants to purchase 125,500 common shares issued to the
underwriters in connection with the public offering..................... - 257,000 - 257,000
Value of warrant to purchase 555,343 common shares related to the 12%
senior subordinated note................................................ - 4,460,548 - 4,460,548
Value of warrants to purchase 400,000 common shares related to the Series
C preferred stock....................................................... - 1,963,670 - 1,963,670

</TABLE>

F-11

<PAGE>

PREFERRED STOCK PREFERRED STOCK
SERIES A SERIES B COMMON STOCK
------------------- ------------------ -----------
SHARES PAR VALUE SHARES PAR VALUE SHARES
------ --------- --------- --------- -----------

<S> <C> <C> <C> <C> <C>
Portion of proceeds from issuance of Series C preferred stock
attributable to beneficial conversion feature at date of issue.......... - - - - -
Additional dividend on Series C preferred stock:
Attributable to beneficial conversion feature at date of issue........... - - - - -
Amortization of discount related to common stock purchase warrants....... - - - - -
Preferred stock dividend payments......................................... - - - - -
Stock-based compensation expense.......................................... - - - - -
Net loss.................................................................. - - - - -
----------- -------- --------- --------- ----------
Balances at December 31, 1999............................................. - $ - - $ - 7,389,592
=========== ======== ========= ========= ==========

<CAPTION>
PROPRIETOR'S
COMMON STOCK DEFICIT/
------------ PAID-IN ACCUMULATED
PAR VALUE CAPITAL DEFICIT TOTAL
------------ ------------ ------------- ------------

<S> <C> <C> <C> <C>
Portion of proceeds from issuance of Series C preferred stock
attributable to beneficial conversion feature at date of issue.......... - 1,200,000 - 1,200,000
Additional dividend on Series C preferred stock:
Attributable to beneficial conversion feature at date of issue........... - (1,200,000) - (1,200,000)
Amortization of discount related to common stock purchase warrants....... - (1,207,160) - (1,207,160)
Preferred stock dividend payments......................................... - (2,005,549) - (2,005,549)
Stock-based compensation expense.......................................... - 71,400 - 71,400
Net loss.................................................................. - - (1,656,702) (1,656,702)
------- ------------ -------------- ------------
Balances at December 31, 1999............................................. $ 7,390 $59,794,361 $ (8,126,295) $51,675,456
======= ============ ============== ============
</TABLE>

See accompanying notes.

F-12

<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................................................... $ (466,228) $ (5,605,096) $ (1,656,702)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization................................................... 69,274 1,269,780 4,359,246
Deferred income taxes........................................................... (266,000) (1,295,000) 60,000
Stock-based compensation........................................................ 1,050 5,508,700 71,400
Accretion of discount related to senior subordinated debt....................... - - 799,998
Allowances on finance receivables............................................... - - 200,000
Other........................................................................... 27,342 (22,400) 54,396
Changes in operating assets and liabilities:

Trade receivables........................................................... (12,970) (1,385,707) (470,571)
Related party and other receivables......................................... (20,375) 205,159 563,385
Costs in excess of billings on uncompleted contracts........................ (28,165) 115,906 (19,071)
Inventories................................................................. 12,000 109,757 (372,686)
Prepaid expenses and other current assets................................... (7,637) (18,944) 48,301
Accounts payable............................................................ (394,096) (67,369) 106,007
Accrued expenses............................................................ 371,735 896,640 (840,707)
Billings in excess of costs on uncompleted contracts........................ - 51,239 42,814
Income taxes payable........................................................ - 131,305 (159,150)
-------------- -------------- ---------------
Net cash provided by (used in) operating activities............................... (714,070) (106,030) 2,786,660

INVESTING ACTIVITIES

Acquisitions of businesses, net of cash acquired.................................. - (15,613,913) (22,310,424)
Payments for purchase of property and equipment................................... (315,819) (860,897) (873,313)
Proceeds from sale of property and equipment...................................... 526,305 195,000 -
Finance receivables originated.................................................... - (649,913) (5,529,770)
Finance receivables collected..................................................... - 72,270 355,327
Finance receivables sold.......................................................... - - 4,505,279
Other............................................................................. 112,820 (602,667) 313,960
-------------- --------------- --------------
Net cash provided by (used in) investing activities............................... 323,306 (17,460,120) (23,538,941)

FINANCING ACTIVITIES

Increase in long-term debt........................................................ - 16,915,876 20,838,774
Payments of long-term debt........................................................ (305,709) (10,518,184) (8,569,923)
Proceeds from issuance of mandatorily redeemable preferred stock.................. - - 3,441,390
Proceeds from issuance of detachable stock purchase warrants, net of fees, related
to:
Senior subordinated debt....................................................... - - 4,460,548
Mandatorily redeemable preferred stock......................................... - - 1,963,670
Deferred financing costs.......................................................... - - (854,554)
Proceeds from issuance of preferred stock......................................... - 14,513,583 -
Preferred stock dividend payments................................................. - (585,105) (2,005,549)
Proceeds from issuance of common stock, net of fees............................... 897,275 613,650 3,506,849
Purchase and retirement of common stock........................................... - (2,139,930) -
Distributions to proprietor....................................................... (167,892) - -
Cash received on initial capitalization of corporation............................ 34,253 - -
-------------- -------------- --------------
Net cash provided by financing activities......................................... 457,927 18,799,890 22,781,205
-------------- -------------- --------------
Net increase in cash and equivalents.............................................. 67,163 1,233,740 2,028,924
Cash and equivalents at beginning of year......................................... 1,894 69,057 1,302,797
-------------- -------------- --------------
Cash and equivalents at end of year............................................... $ 69,057 $ 1,302,797 $ 3,331,721
============== ============== ==============
</TABLE>

See accompanying notes.

F-13

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

1. ORGANIZATION AND NATURE OF OPERATIONS

ThermoView Industries, Inc. ("ThermoView") is a Delaware corporation,
and was traded on the OTC Bulletin Board pursuant to Rule 15c2-11(a)(5) under
the Securities Exchange Act of 1934, as amended, from April 16, 1998 until
December 2, 1999, when it began trading on the American Stock Exchange. Prior to
April 15, 1998, ThermoView was a development stage corporation, and had no
business operations since its incorporation.

On April 15, 1998, ThermoView acquired all of the outstanding stock of
Thermo-Tilt Window Company ("Thermo-Tilt"), a Delaware corporation, in exchange
for 3,120,000 shares of ThermoView's authorized, but unissued, common stock
which represented 90% of ThermoView's then outstanding common stock. Such shares
were issued to the former stockholders of Thermo-Tilt. The stock exchange
between Thermo-Tilt and ThermoView was accounted for as a capital transaction
similar to a reverse acquisition except that no goodwill was recorded. As a
result, Thermo-Tilt is deemed to be the acquirer for accounting purposes and is
the accounting survivor and reporting successor. Also, there was a change in
control of ThermoView, whereby all of ThermoView's officers and directors
resigned, and new officers and directors selected by Thermo-Tilt were elected.
The historical results of operations for the year ended December 31, 1997 and
for the period January 1, 1998 through April 15, 1998 reflect the activities of
Thermo-Tilt, using Thermo-Tilt's historical cost basis. Pro forma information is
not presented since the transaction is not a business combination. Because of
the nature of this merger, "Company" as used in subsequent footnotes refers
interchangeably to ThermoView or Thermo-Tilt. All common share and per share
data has been retroactively restated in the accompanying consolidated financial
statements and notes thereto to reflect the number of shares received from
ThermoView, the Thermo-Tilt two-for-one stock split on September 29, 1997 and
the one-for-three reverse stock split discussed in Note 11.

Thermo-Tilt commenced operations in 1987 as a Kentucky sole
proprietorship engaged in the business of designing, installing, and selling
state of the art vinyl replacement thermal paned windows for the existing home
market. On May 9, 1997, Thermo-Tilt was incorporated with the initial issuance
of Thermo-Tilt common stock for the assets of the sole proprietorship occurring
on July 1, 1997.

2. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

CASH AND EQUIVALENTS

The Company considers all short-term, highly liquid investments with
original maturities of three months or less to be cash equivalents.

TRADE RECEIVABLES

Trade receivables consist of amounts due from customers. These are
uncollateralized, short-term receivables. The Company periodically reviews its
trade receivables and provides allowances as deemed necessary.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments including cash,
receivables, accounts payable, and other accrued liabilities, the carrying
amounts approximate fair value due to their short maturities. The Company also
estimates the fair value of long-term debt to be approximately the same as the
recorded value at each balance sheet date.

INVENTORIES

Inventories are recorded at the lower of cost (first-in, first-out
basis) or market. Inventories consist principally of components for the
manufacturing of windows such as glass, vinyl and other composites.

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for major
renewals and improvements which increase the useful lives of assets are
capitalized. Maintenance, repairs and minor renewals are expensed as incurred.
Assets are depreciated on a straight-line or accelerated method over their
estimated useful lives which generally range from 3 to 7 years.

GOODWILL

Goodwill represents the excess of the aggregate purchase price paid by
the Company in acquisitions accounted for as purchases over the fair value of
the net tangible assets acquired. Goodwill is amortized on a straight-line basis
over 25 years.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates its goodwill and other long-term assets for
impairment and assesses their recoverability based upon anticipated future cash
flows. If facts and circumstances lead the Company's management to believe that
the cost of one of its assets may be impaired, the Company will (a) evaluate the
extent to which that cost is recoverable by comparing the future undiscounted
cash flows estimated to be associated with that asset to the asset's carrying
amount and (b) write-down that carrying amount to market value or discounted
cash flow value to the extent necessary.

WARRANTIES

The Company provides its customers with various warranty programs on
its products and services. The Company provides an accrual for future warranty
costs based upon the relationship of prior years' revenues to actual warranty
costs. It is the Company's practice to classify the entire warranty accrual as a
current liability.

REVENUE AND COST RECOGNITION

The Company recognizes revenues from fixed-price contracts on the
completed-contract method since the contracts are of a short duration. A
contract is considered complete when the home improvement product has been
installed.

Contract costs include all direct material and labor costs and those
indirect costs related to contract performance such as indirect labor and
supplies. General and administrative costs are charged to expense as incurred.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.

Costs in excess of amounts billed are classified under current assets
as costs in excess of billings on uncompleted contracts. Billings in excess of
costs are classified under current liabilities as billings in excess of costs on
uncompleted contracts.

The Company recognizes revenues generated from unaffiliated customers
in the manufacturing segment as product is shipped and title passes.

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising expense
was $64,421 in 1997, $1,578,685 in 1998, and $4,271,594 in 1999.

INCOME TAXES

Prior to July 1, 1997, the Company was taxed as a sole proprietorship
whereby taxable income or loss was passed on to the proprietor. At July 1, 1997,
under the provisions of the Internal Revenue Code, the Company was incorporated
and elected to be taxed as a "C" corporation. The Company filed a consolidated
return for federal income tax purposes for its first tax year-end as of May 31,
1998. The Company changed its tax reporting year-end to a calendar year basis
effective December 31, 1998. Income taxes are

F-15

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

provided for under the liability method, which takes into account differences
between financial statement treatment and tax treatment of certain transactions.

LOSS PER COMMON SHARE

Loss per common share is calculated in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "EARNINGS PER SHARE." The
Company calculates basic earnings per common share using the weighted average
number of shares outstanding for the period. The weighted average number of
shares outstanding for the year ended December 31, 1999, includes shares related
to a stock purchase warrant that can be exercised for nominal cash consideration
(see Note 8). Diluted earnings per common share include both the weighted
average number of shares and any common share equivalents such as options or
warrants in the calculation. As the Company recorded losses in 1998 and 1999,
common share equivalents outstanding would be anti-dilutive, and as such, have
not been included in weighted average shares outstanding. Basic and diluted loss
per common share for the year ended December 31, 1997, is not presented as this
information is not meaningful since the Company operated as a sole
proprietorship until July 1, 1997.

STOCK OPTIONS

These financial statements include the disclosure requirements of SFAS
No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION." With respect to accounting
for stock options, as permitted under SFAS No. 123, the Company has retained the
intrinsic value method prescribed by Accounting Principles Board Opinion No. 25
(APB 25), "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES," and related
interpretations.

COMPREHENSIVE INCOME

In June 1997, the FASB issued SFAS No. 130, "REPORTING COMPREHENSIVE
INCOME." SFAS 130 requires all non-owner changes in equity that are excluded
from net earnings under existing FASB standards be included as comprehensive
income. The Company has not had any transactions that directly affect equity
other than those transactions with owners in their capacity as owners.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified in the consolidated
financial statements to conform with 1999 classifications.

F-16

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

3. BUSINESS COMBINATIONS

During 1998 and 1999, the Company acquired twelve companies.
Information about these transactions is summarized as follows which includes the
additional consideration discussed below:

COST OF ACQUIRED COMPANY
STOCK ISSUED (COMMON
CASH STOCK EXCEPT AS NOTED
DATE OF AND DUE IN (b) BELOW)
ACQUIRED COMPANY ACQUISITION TO SELLERS SHARES VALUE TOTAL COST
---------------- ----------- ---------- ------ ----- ----------
<S> <C> <C> <C> <C> <C>
American Home Developers Co., Inc........ 04/25/98 $ 1,201,861 259,058 $ 6,379,044 $ 7,580,905
Primax Window Co......................... 04/30/98 1,584,080 180,725 4,057,254 5,641,334
The Rolox Companies...................... 04/30/98 3,819,812 374,058 8,705,826 12,525,638
TD Windows, Inc.......................... 05/15/98 311,031 - - 311,031
American Home Remodeling................. 07/10/98 3,192,824 122,415 3,044,165 6,236,989
Five Star Builders, Inc.................. 07/12/98 2,666,245 116,667 2,658,600 5,324,845
NuView Industries, Inc................... 07/21/98 1,190,484 725 15,653 1,206,137
Leingang Siding and Window, Inc.......... 08/14/98 2,907,971 29,255 451,949 3,359,920
Thermal Line Windows, LLP (a)............ 08/14/98 5,155,442 203,682 1,257,069 6,412,511
Thomas Construction, Inc. (b)............ 01/04/99 17,562,349 500,475 3,800,000 21,362,349
Precision Window Mfg., Inc............... 01/05/99 3,074,862 37,351 540,000 3,614,862
The Thermo-Shield Companies.............. 03/01/99 4,596,898 185,006 3,149,952 7,746,850
-------------- ------------ ------------- --------------
$ 47,263,859 2,009,417 $ 34,059,512 $ 81,323,371
============== ============ ============= ==============
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Includes the acquisition of North Country Thermal Line, Inc. in
November 1998 for $277,926 cash and 20,973 shares of common stock
valued at $324,000.

(b) Stock issued in connection with the acquisition of Thomas Construction,
Inc. includes 400,000 shares of Series B preferred stock valued at
$2,000,000. (These shares were converted into 133,334 shares of common
stock following the closing of the public offering discussed in Note
11.) All other shares and values represent common stock.

The above acquisitions have been accounted for as purchase transactions
and, accordingly, the results of operations of the acquired businesses have been
included in the consolidated financial statements since the respective
acquisition dates. These companies are engaged primarily in the businesses of
manufacturing replacement windows or selling and installing them in the
residential retail market. The accompanying consolidated balance sheets as of
December 31, 1998 and 1999 include allocations of the respective purchase prices
to the assets acquired and liabilities assumed based on estimates of fair value
with the excess of cost over the fair value of net assets acquired recorded as
goodwill.

The terms of certain of the Company's acquisition agreements provide
for additional consideration to be paid if the acquired entities' results of
operations exceed certain targeted levels, generally for a period of three years
subsequent to the acquisition dates. Targeted levels are generally set at the
annual earnings of the acquired entities before interest and taxes, allowing for
the add back of certain salaries and other costs that will not be incurred on a
post-acquisition basis. Such additional consideration is paid in cash and with
shares of the Company's common stock, and is recorded when earned as additional
purchase price. Goodwill is increased for any additional purchase price.

During 1998, additional consideration was paid in cash totaling
$150,000. Also, $1,000,481 was recorded as a liability as of December 31, 1998
for future cash payments, and 79,258 additional common shares (valued at
$1,224,430) were reported as issued and outstanding to satisfy obligations for
additional earned consideration.

During 1999, additional consideration was paid in cash totaling
$2,500,481 and 18,000 common shares (valued at $270,000). Also, $8,085,000 was
recorded as a liability as of December 31, 1999 ($1,000,000 was paid in February
2000 and the remaining $7,085,000 has been classified as noncurrent since this
portion of the liability was satisfied by issuing 1,417,000 shares of 12% Series

F-17

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

3. BUSINESS COMBINATIONS (CONTINUED)

D cumulative preferred stock as discussed in Note 16), and 153,679 additional
common shares (valued at $484,590) were reported as issued and outstanding to
satisfy obligations for additional earned consideration.

The following unaudited pro forma consolidated results of operations
are presented as if the acquisitions of the twelve purchased companies had
occurred on January 1, 1998:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
(UNAUDITED) 1998 1999
---- ----
<S> <C> <C>
Net revenues...................................................... $ 102,115,345 $ 110,700,351
Net loss.......................................................... (5,632,834) (1,628,742)
Net loss applicable to common stockholders........................ (15,957,617) (6,125,931)
Basic and diluted loss per common share........................... (3.28) (1.18)
</TABLE>

The pro forma consolidated results of operations include adjustments to
give effect to amortization of goodwill, interest expense, preferred stock
dividends, and certain other adjustments, together with related income tax
effects. The pro forma consolidated results of operations do not reflect any
corporate expenses prior to April 15, 1998, since corporate activities did not
commence until then. The unaudited pro forma information is not necessarily
indicative of the results of operations that would have occurred had the
acquisitions occurred on January 1, 1998 or of the future results of the
combined operations.

4. PROPERTY AND EQUIPMENT

Property and equipment at December 31 consists of the following:

<TABLE>
<CAPTION>
1998 1999
-------------------- ------------------
<S> <C> <C>
Building improvements.............................................. $ 469,107 $ 639,550
Manufacturing equipment............................................ 705,632 1,103,546
Furniture, fixtures and equipment.................................. 368,311 736,705
Computer equipment and software.................................... 649,722 1,299,783
Autos and trucks................................................... 804,003 1,069,199
-------------------- ------------------
2,996,775 4,848,783
Less accumulated depreciation...................................... (315,880) (1,169,604)
-------------------- ------------------
$ 2,680,895 $ 3,679,179
==================== ==================
</TABLE>

During the fiscal year 1999, $673,458 of additions to property and
equipment were financed.

5. UNCOMPLETED CONTRACTS

Costs and billings on uncompleted contracts at December 31 are as
follows:

<TABLE>
<CAPTION>
1998 1999
----------------- -----------------
<S> <C> <C>
Costs incurred on uncompleted contracts................................ $ 846,051 $ 2,022,432
Billings to date....................................................... 808,203 1,679,091
----------------- -----------------
$ 37,848 $ 343,341
================= =================
</TABLE>

These amounts are included in the accompanying consolidated balance
sheets under the following captions:

<TABLE>
<CAPTION>
1998 1999
----------------- -----------------
<S> <C> <C>
Costs in excess of billings on uncompleted contracts................... $ 604,550 $ 1,274,073
Billings in excess of costs on uncompleted contracts................... (566,702) (930,732)
----------------- -----------------
$ 37,848 $ 343,341
================= =================
</TABLE>

F-18

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

6. LEASES

The Company and its subsidiaries are lessees under various operating
lease agreements for office space, manufacturing facilities, warehouses,
equipment and other properties. The Company in general is responsible for all
taxes, insurance and utility expenses associated with these leases. Lease
renewal options are present in many of the lease arrangements, and range in
renewal periods from one to five years. Future minimum rental commitments at
December 31, 1999, are as follows:

<TABLE>
<CAPTION>
RELATED PARTY OTHER
YEAR LEASES LEASES TOTAL
- ---- ------------------- ------------------- --------------------
<S> <C> <C> <C>
2000.............. $ 1,168,319 $ 1,342,230 $ 2,510,549
2001.............. 1,034,088 797,601 1,831,689
2002.............. 830,928 655,473 1,486,401
2003.............. 683,142 616,903 1,300,045
2004.............. 573,300 515,712 1,089,012
Thereafter........ 3,228,500 38,613 3,267,113
------------------- ------------------- --------------------
Total............. $ 7,518,277 $ 3,966,532 $ 11,484,809
=================== =================== ====================
</TABLE>

Rent expense was $88,053, $722,465 and $2,122,111 for the years ended
December 31, 1997, 1998 and 1999, respectively. Of these amounts, related party
rent expense was $6,500 in 1997, $296,123 in 1998 and $1,164,116 in 1999.

The Company has a $750,000 equipment lease line with a bank of which
$151,000 is available at March 31, 2000. The lease line is being used for
computer hardware, software and manufacturing equipment.

7. ACCRUED EXPENSES

Accrued expenses as of December 31 consist of the following:

<TABLE>
<CAPTION>
1998 1999
----------------- ----------------
<S> <C> <C>
Payroll and related......................... $ 1,249,963 $ 1,661,028
Warranties.................................. 209,655 431,481
Professional fees........................... 619,830 330,000
Other....................................... 695,991 856,415
----------------- ----------------
$ 2,775,439 $ 3,278,924
================= ================
</TABLE>

8. LONG-TERM DEBT

Long-term debt at December 31 consists of the following:

<TABLE>
<CAPTION>
1998 1999
----------------- ----------------
<S> <C> <C>
Bank revolving line of credit................................................................$ 5,250,000 $ 14,969,991
Senior subordinated promissory note.......................................................... - 5,999,998
Related party note payable................................................................... 1,500,000 -
Note payable to seller of business acquired by Company, with an interest rate of 5.5%........ 1,500,000 -
Note payable to bank, with an interest rate of 9%, maturing in March 2004, with monthly
payments of principal and interest totaling $4,424...................................... 227,580 188,169
Note payable to bank, with an interest rate of 7.23%, maturing in March 2002, with
monthly payments of principal and interest totaling $11,494............................. - 275,841
Note payable to bank, with an interest rate of 9.25%......................................... 253,822 -
Other........................................................................................ 474,421 324,795
----------------- -----------------
9,205,823 21,758,794

Less current portion......................................................................... 595,754 358,920
----------------- -----------------
Long-term portion............................................................................$ 8,610,069 $ 21,399,874
================= =================
</TABLE>

F-19

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

8. LONG-TERM DEBT (CONTINUED)

The following is a schedule by years of future maturities of long-term
debt as of December 31, 1999:

<S> <C>
2000.........................................$ 358,920
2001......................................... 15,227,494
2002......................................... 6,096,354
2003......................................... 61,180
2004......................................... 14,846
-----------------
Total......................................$ 21,758,794
=================
</TABLE>

On April 20, 1998, the Company entered into an agreement with a venture
capital firm for a $5,000,000 revolving line of credit expiring on April 20,
2003, with interest at prime plus 1%. The line required an origination fee of
$25,000. A stockholder, who also is an officer and director of the Company, and
a stockholder/director of the Company have an ownership interest in the venture
capital firm. There was no balance outstanding on this line at December 31,
1998, and in September 1999 the venture capital firm terminated the commitment
to provide the revolving line of credit.

On August 31, 1998, the Company entered into a loan agreement with PNC
Bank, N.A., for a $15,000,000 revolving credit facility. The interest rate is a
LIBOR-based variable rate which was 7.84% at December 31, 1998 and 8.69% at
December 31, 1999. Interest on the line of credit is payable quarterly and
principal is payable in full at maturity. On April 14, 2000, the maturity date
of the credit facility was extended from January 1, 2001 to May 1, 2001. Four
stockholders of the Company (two of whom are also officers and directors of the
Company) also agreed to guarantee a total of $3,000,000 of the credit facility
for fees equal to an annual rate of 5% from April 2000 through June 2000 and 10%
thereafter subject to Board of Director approval.

On December 18, 1998, the Company executed a $5,500,000 short-term
unsecured subordinated promissory note in favor of four stockholders of the
Company. Three of the four stockholders are also officers and directors of the
Company. The principal amount outstanding under the note at December 31, 1998,
was $1,500,000. The interest rate was a LIBOR-based variable rate which was
9.59% at December 31, 1998. As of December 31, 1998, the lenders were also due a
loan origination fee of $250,000 which was amortized over the term of the note.

On July 8, 1999, the Company entered into a senior subordinated
promissory note agreement with GE Capital Equity Investments, Inc. (GE) for
$10,000,000. Terms of the agreement require 12% interest, payable quarterly. The
agreement provides for redemption in whole or in part at the Company's option at
a 103% premium the first year, 102% the second year and 101% the third year. The
Company must redeem $10,000,000 (or such lesser amount as then may be
outstanding) without premium on the maturity date in July 2002. Upon a change in
control of the Company, GE has the option to require the Company to redeem all
or a portion of the note with a premium due as set forth above.

In connection with the loan agreement, GE was issued a warrant with the
right to purchase 555,343 shares of common stock at any time at $.03 per share
(the number of shares being subject to adjustment in certain circumstances)
until July 2007. The portion of the proceeds from this loan allocable to the
detachable stock purchase warrant amounting to $4,800,000 has been accounted for
as paid-in capital (less a prorata share of issue costs of $339,452) with the
resulting discount, as well as a prorata share of issue costs of $360,303 to be
accounted for as additional interest over the term of the loan. GE has certain
demand and piggy-back registration rights with respect to common stock
underlying the warrant.

A portion of the proceeds of the loan was used to retire the $5,500,000
related-party loan discussed above and a portion of the $1,500,000 seller note
which was outstanding at December 31, 1998.

Both the related party note and the note payable to seller were
classified as long-term at December 31, 1998, since the Company had the ability
and the intent to refinance these obligations on a long-term basis.

On October 14, 1999, the Company secured a $2,500,000 line of credit
from PNC Bank, N.A., with interest at prime plus 1%. In accordance with its
terms, the $2,125,000 that had been drawn on the line was repaid from proceeds
of the Company's public common stock offering discussed in Note 11. The line was
guaranteed by four of the Company's stockholders for fees of $100,000. Three of
the four stockholders are also directors of the Company.

F-20

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

8. LONG-TERM DEBT (CONTINUED)

Under the Company's financing arrangements, substantially all of the
Company's assets are pledged as collateral. The Company is required to maintain
certain financial ratios and to comply with various other covenants and
restrictions under the terms of the financing agreements, including restriction
as to the payment of dividends, other than preferred stock dividends, and the
incurrence of additional indebtedness. The Company has violated covenants at
December 31, 1999 and through March 30, 2000. PNC Bank, N.A., and GE have waived
these covenant violations and have reset financial covenants to accommodate
compliance at March 31, 2000, and in the future.

Cash paid for interest was $90,032, $383,244 and $3,024,338 for 1997,
1998 and 1999, respectively.

Interest expense on related party debt was $93,611 and $170,824 for
1998 and 1999, respectively.

9. MANDATORILY REDEEMABLE SERIES C CONVERTIBLE PREFERRED STOCK

On April 19, 1999, the Board of Directors authorized the Company to
issue up to 25,000 shares of Series C preferred stock.

On April 23, 1999, Brown Simpson Growth Fund, L.P., a New York limited
partnership, and Brown Simpson Growth Fund, Ltd., a Grand Cayman, Cayman Islands
limited partnership (the Funds), pursuant to a securities purchase agreement,
purchased 6,000 shares of Series C preferred stock at $1,000 per share for a
total investment of $6,000,000.

The Series C preferred stock has a liquidation preference of and is
redeemable at $1,000 per share, with certain other preferences, rights, voting
powers, restrictions and limitations as to dividends, qualifications and terms
and conditions of redemption. Dividend payments (9.6% per annum) are to be 70%
cash and 30% Company common stock. The Series C preferred stock is convertible
at any time, in whole, or in part, at the option of the holder into shares of
common stock, at a conversion price (initially equivalent to a conversion rate
of approximately 67 shares of common stock for each share of Series C preferred
stock). Additionally, the Series C preferred stock is redeemable at the option
of the holder: (i) on October 23, 2000, or (ii) on April 23, 2002, and (iii)
immediately upon the occurrence of certain events of redemption, but only in the
event such redemption would not violate the Company's senior debt agreements
then in effect. The Company has no right to require redemption or conversion of
the Series C preferred stock.

In conjunction with the issuance of the Series C preferred stock, the
Company issued to the Funds warrants to purchase up to a total of 400,000 shares
of common stock at $21.00 per share (the number of shares and exercise price
being subject to adjustment in certain circumstances) at any time until April
22, 2004. Additionally, the Company and the Funds entered into a registration
rights agreement whereby the Company agreed to register 150% of the shares of
common stock issuable upon conversion of the Series C preferred stock and
exercise of the warrants. The Company filed a registration statement on Form S-1
with the Securities and Exchange Commission (SEC) in December 1999 registering
the aforementioned shares. The Company has agreed to keep the registration
statement effective for four years after the date the SEC declared the
registration statement effective unless the Funds have sold all of the common
stock covered by the registration statement or unless the Funds may sell the
common stock without volume restrictions pursuant to Rule 144 under the
Securities Act of 1933, as amended. For every month in which (i) the Company has
failed to keep the registration statement effective as required, or (ii) the
common stock is not listed or quoted on a national securities exchange, the
Funds have the right to require the Company to pay them a cash penalty equal to
2% of the product of the number of shares of Series C preferred stock then
outstanding and $1,000. The registration rights agreement also grants the Funds
certain other demand and piggy-back registration rights.

The portion of the proceeds from this mandatorily redeemable preferred
stock issue equal to the estimated fair value of the detachable stock purchase
warrants amounting to $1,980,000 has been allocated to paid-in capital (less a
prorata share of issue costs of $196,330) with the resulting discount, as well
as a prorata share of issue costs of $398,610, being accounted for as additional
dividends to the preferred stockholders from the date of issue to the earliest
redemption date (October 23, 2000). In addition, since the Series C preferred
stock has a beneficial conversion feature at the date of issue, $1,200,000 is
included in non-cash preferred dividends in the accompanying consolidated
statement of operations for the year ended December 31, 1999.

F-21

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

9. MANDATORILY REDEEMABLE SERIES C CONVERTIBLE PREFERRED STOCK (CONTINUED)

In August 1999, the Company amended the exercise price of the
aforementioned warrants to $18.00 per share in exchange for a commitment of the
holders to refrain from selling any securities of the Company until January 31,
2000. The estimated increase in fair value of the warrants amounting to $180,000
as the result of the change in the exercise price is being accounted for as
additional dividends to the preferred stockholders from August 1999 through
January 2000.

10. INCOME TAXES

Significant components of income tax expense (benefit) for the
years ended December 31, 1997, 1998 and 1999 are as follows:

<TABLE>
<CAPTION>
1997 1998 1999
---------------- ------------------ -------------

<S> <C> <C> <C>
Current:
Federal.................................... $ - $ - $ -
State...................................... - 147,000 310,000
---------------- ------------------ -------------
- 147,000 310,000
Deferred:
Federal.................................... (211,000) (1,112,000) 58,000
State...................................... (55,000) (183,000) 2,000
---------------- ------------------ -------------
(266,000) (1,295,000) 60,000
---------------- ------------------ -------------
Income tax expense (benefit).................. $ (266,000) $(1,148,000) $ 370,000
================ ================== =============
</TABLE>

A reconciliation of income tax expense (benefit) with the expected
amount computed by applying the federal statutory income tax rate to loss before
income taxes for the years ended December 31, 1997, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
1997 1998 1999
------------- ------------ ------------
<S> <C> <C> <C>
Income tax benefit computed at federal statutory tax rate.......... (34.0)% (34.0)% (34.0)%
State taxes, net of federal benefit................................ (4.8) (.4) 15.9
Nondeductible expense related to sales of common stock to employees - 11.7 -
Nondeductible merger and acquisition cost.......................... 21.2 1.4 -
Nondeductible goodwill amortization................................ - 4.3 43.2
Effect of sole proprietor's income taxed on proprietor's
individual return................................................ (18.5) - -
Other (.2) - 3.7
------------- ------------ ------------
Total......................................................... (36.3)% (17.0)% 28.8%
============= ============ ============
</TABLE>

Significant components of deferred income taxes as of December 31 are
as follows:

<TABLE>
<CAPTION>
1998 1999
----------------- ----------------
<S> <C> <C>
Net operating loss carryforwards........................................ $ 278,000 $ 502,000
Allowance for doubtful accounts......................................... 94,000 190,000
Compensation expense related to stock options........................... 1,270,000 1,270,000
Warranties.............................................................. 84,000 172,000
Amortization of goodwill................................................ (18,000) (500,000)
Other................................................................... 80,000 94,000
----------------- ----------------
Net deferred tax assets................................................. $ 1,788,000 $ 1,728,000
================= ================
</TABLE>

As of December 31, 1999, the Company has net operating loss
carryforwards of approximately $1,256,000 for federal income tax purposes. These
net operating losses expire in 2017 and 2018. The Company believes it is more
likely than not that future earnings will be sufficient to ensure the
realization of its deferred tax assets.

F-22

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

10. INCOME TAXES (CONTINUED)

No income taxes were paid in 1997. Cash paid for income taxes was
$17,614 in 1998 and $342,362 in 1999.

11. STOCKHOLDERS' EQUITY

On January 20, 2000, the Company's Board of Directors approved reducing
the amount of authorized shares of common stock to 25 million shares and
preferred stock to 5 million shares. The reduction in authorized shares is
subject to stockholder approval at the next annual stockholder meeting.

SERIES A AND B PREFERRED STOCK

On June 12, 1998, the Company commenced a Series A preferred stock
offering for the sale of a maximum of 4,000,000 shares of its 10% Cumulative
Convertible Series A preferred stock (the "Series A preferred stock") at $5.00
per share. On October 15, 1998, the date the preferred stock offering
terminated, 2,980,000 shares of Series A preferred stock had been sold and the
Company collected $14,513,583 in proceeds, after issuance costs.

In October 1998, the Company's Board of Directors authorized the
Company to issue up to 4,000,000 shares of 10% Cumulative Series B preferred
stock (the "Series B preferred stock") to be used as consideration in certain
acquisitions. The Series B preferred stock had terms substantially identical to
the Series A preferred stock described above. As mentioned in Note 3, 400,000
shares of Series B preferred stock were issued as partial consideration for a
January 1999 acquisition.

At December 31, 1999, following the closing of the public offering of
common stock discussed below, all of the shares of Series A and Series B
preferred stock were converted into 1,126,667 shares of common stock pursuant to
the terms of the preferred stock.

Dividends on the shares of Series A and Series B preferred stock at an
annual rate of 50 cents per share were cumulative from the date of original
issuance and were payable quarterly in arrears. Because of the beneficial
conversion feature of the Series A preferred stock relative to the OTC Bulletin
Board price of common stock at the date of issue, the Company has included
$9,539,678 of dividends in addition to cash dividends paid as an amount
attributable to preferred stockholders in the accompanying consolidated
statement of operations for the year ended December 31, 1998.

COMMON STOCK

On July 1, 1997, in connection with the Company's initial
capitalization, the Company issued 1,859,245 shares of common stock to the
President of the Company, at that time, and his family members in exchange for
assets and liabilities having a net book deficiency of $290,867 at historical
cost. The Company also issued 762,722 shares of the Company's common stock to
various outside investors in exchange for assets having a fair value of
$434,125.

In the last quarter of 1997, the Company issued 316,562 shares of
common stock in two private placements for net proceeds of $897,275. During the
first quarter of 1998, the Company completed these private placements by issuing
an additional 181,472 shares for net proceeds of $613,650.

As more fully described in Note 1, on April 15, 1998, the Company
acquired all of the outstanding common stock of Thermo-Tilt in a reverse merger.

During 1998, the Company issued 1,114,906 shares of common stock having
a fair value of $25,814,970 in connection with the acquisition of nine companies
and retired 91,284 shares of its common stock which were purchased for
$2,139,930.

During 1999, the Company issued 322,832 shares of common stock having a
fair value of $5,489,952 in connection with the acquisition of three companies.
Also, 171,679 shares of common stock having a fair value of $754,590 were issued
as additional consideration for prior acquisitions.

F-23

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

11. STOCKHOLDERS' EQUITY (CONTINUED)

On September 9, 1999, the Board of Directors declared a one-for-three
reverse common stock split which became effective on October 6, 1999. The
reverse stock split was voted on and approved by stockholders on September 23,
1999.

On December 2, 1999, the Company closed a public offering and sold
1,255,000 shares of common stock at $5.50 per share. The proceeds of this
offering amounted to $3,249,849 net of expenses. Expenses of the offering
included $257,000 assigned to the value of warrants issued to the underwriters
to purchase 125,500 shares of common stock at an exercise price of $7.98 per
share. The warrants become exercisable one year after the effective date of the
offering and expire five years after the effective date.

EMPLOYEE STOCK OPTIONS

In October 1997, the Company issued an option to purchase 492,802
shares of common stock to a company owned by immediate family members of an
employee of the Company. The option was granted at $.87 per share, vested one
year after the grant date and expires five years after grant date. The exercise
price of the option exceeded the estimated fair value of the Company's common
stock at the date of grant.

Prior to April 15, 1998, the Company had no formal employee stock
option plan. As such, all options granted to employees prior to April 15, 1998,
were non-qualified stock options. The exercise price and terms of any
non-qualified options granted are determined at the date of grant.

During 1998, the Company issued non-qualified, non-plan options to
purchase 315,597 shares of common stock to key employees. The options were
granted at $3.45 per share which, except for an option to purchase 41,667 shares
granted to a key employee, equaled or exceeded the estimated fair value of the
common stock at the date of grant. All of these options were fully vested at
December 31, 1998 and expire five years from the date of grant. The Company
recognized expense of $1,098,750 in 1998 in connection with the option for
41,667 shares.

On April 15, 1998, the Company adopted the 1998 Employee Stock Option
Plan (the "1998 Plan"). Under the 1998 Plan, qualified or non-qualified stock
options for up to 500,000 shares may be granted to key employees. The exercise
price and terms of any options granted are determined at the date of grant.

During 1998, the Company issued options to purchase 376,667 shares of
common stock under the 1998 Plan. The options were granted at exercise prices
ranging from $3.45 to $6.90 per share which, except for options to purchase
110,000 shares, equaled or exceeded the estimated fair value of the common stock
at the date of grant. The Company recognized expense of $2,076,000 in 1998 in
connection with the options for 110,000 shares. All of these options were fully
vested at December 31, 1998, and expire five to ten years from the date of
grant.

In December 1998, the Company's Board of Directors adopted the 1999
Stock Option Plan (the "1999 Plan") under which qualified or non-qualified
options for up to 833,334 shares may be granted to key employees and directors.
On January 1, 1999, options for 240,041 shares of common stock were granted to
227 employees of the Company under the 1999 Plan at an exercise price of $15.93
per share. These options vest over a three-year period and expire on July 1,
2003.

In January 1999, options for 116,667 shares of common stock were
granted under the 1998 Plan to certain employees of a business acquired by the
Company in January 1999. These options have the same terms as the options
granted under the 1999 Plan noted above. The remaining shares available for
grant under the 1998 Plan (6,667 shares) were then considered shares reserved
under the 1999 Plan.

In March 1999, the Company granted options for 33,334 shares of common
stock under the provisions of the 1999 Plan to an employee of a business
acquired in March 1999. The exercise price of the options is $25.86 per share.
The options vest equally in March 2004 and March 2005 and expire on March 23,
2009.

In April 1999, the Company granted options for 16,000 shares of common
stock under the provisions of the 1999 Plan to certain employees of a business
acquired in January 1999. The exercise price of the options is $19.38 per share.
The options vest over a three-year period and expire on April 16, 2009.

F-24

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

11. STOCKHOLDERS' EQUITY (CONTINUED)

The Company granted qualified options for 7,500 shares of common stock
with an exercise price of $11.64 to three non-employee directors in May 1999
under the 1999 Plan. The options vest over a three-year period and expire on May
10, 2009.

In July 1999, options for 161,667 shares of common stock were granted
under the Company's 1999 Stock Option Plan. The exercise price of the options is
$11.43 per share. Vesting of 124,167 shares occurred on July 29, 1999, and the
remaining 37,500 shares vest on July 29, 2000.

Pursuant to SFAS No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION,"
the Company has elected to account for its employee stock options under APB No.
25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES." Accordingly, no compensation
cost has been recognized for employee options except as noted above. Had
compensation cost for employee options been determined based on the fair value
at the grant date consistent with SFAS No. 123, the Company's net loss and loss
per share would have been as follows:

Net loss: 1997 1998 1999
---------------------------------------------------------
<S> <C> <C> <C>
As reported..................................... $ (466,228) $ (5,605,096) $ (1,656,702)
Pro forma....................................... (491,730) (6,395,335) (2,614,269)
Net loss attributable to common stockholders:
As reported..................................... (864,497) (15,729,879) (6,153,891)
Pro forma....................................... (889,999) (16,520,118) (7,111,458)
Basic and diluted loss per common share:
As reported..................................... (3.96) (1.19)
Pro forma....................................... (4.16) (1.38)
</TABLE>

The fair value of each option grant to employees was estimated on the
date of grant using the Black Scholes option-pricing model with the following
weighted average assumptions:

<TABLE>
<CAPTION>
1998 1999
------------------ ----------------
<S> <C> <C>
Interest rate.............................................. 5.00% 5.02%
Dividends.................................................. - -
Expected volatility........................................ 2.21 .753
Expected life in years..................................... 3 5
</TABLE>

F-25

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

11. STOCKHOLDERS' EQUITY (CONTINUED)

Stock option activity is summarized as follows:

<TABLE>
<CAPTION>
1997 1998 1999
------------------ ----------------- ----------------
<S> <C> <C> <C>
Outstanding, January 1................... - 492,802 1,185,065
Granted.................................. 492,802 692,263 575,209
Exercised................................ - - -
Canceled................................. - - (85,615)
------------------ ----------------- ----------------

Outstanding, December 31................. 492,802 1,185,065 1,674,659
================== ================= ================

Exercisable.............................. - 1,185,065 1,399,710

Available for grant...................... - 123,334 467,073

Average price per share:
Outstanding, January 1................. $ - $ .87 $ 2.67
Granted................................ .87 3.96 15.28
Exercised.............................. - - -
Outstanding, December 31............... .87 2.67 6.32
Exercisable, December 31............... - 2.67 4.30

Weighted average grant date fair value of
options................................ $ .27 $ 3.75 $ 7.81
</TABLE>

The following table summarizes information about employee stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
- ------------------------------------------------------------------ WEIGHTED-AVERAGE
NUMBER OUTSTANDING EXERCISE PRICE REMAINING CONTRACTUAL LIFE
- ---------------------------------- ------------------------------- -----------------------------------------
<S> <C> <C>
492,802 $ 0.87 33 months
582,263 3.45 67
43,334 6.15 102
66,666 6.90 106
271,427 15.93 108
33,334 25.86 111
15,666 19.38 112
7,500 11.64 113
161,667 11.43 115
</TABLE>

NON-EMPLOYEE STOCK OPTIONS AND PURCHASE WARRANTS

On October 22, 1997, the Company issued options to purchase 43,483
shares of common stock to several consultants for services. The options were
granted at $0.87 per share, vested one year after the grant date and expire five
years after grant date. Options for 3,334 shares were exercised in 1999. In
March 1998, the Company issued options to purchase 43,483 shares of common stock
to consultants for services. The options were granted at $3.45 per share and
vested immediately. The Company recognized expense of $1,050 and $11,950 for
1997 and 1998, respectively, for all of these options granted to consultants
based on an estimate of the fair value of the options granted.

On November 1, 1998, the Company issued stock warrants to purchase
41,667 shares of common stock at $30 per share to a consultant. The warrants
vested immediately and expire five years from the date of issue. No expense was
recognized due to the insignificance of the estimated fair value of the
warrants.

F-26

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

11. STOCKHOLDERS' EQUITY (CONTINUED)

COMMON STOCK SOLD TO EMPLOYEES BY SIGNIFICANT STOCKHOLDER

During 1998, a significant stockholder who is a former officer and
director of the Company sold 107,828 shares of his Company common stock to
certain employees or their children at prices below the OTC Bulletin Board price
at the date of sale. The Company recognized expense of $2,322,000 in 1998 in
connection with these sales.

COMMON SHARES RESERVED

The following table summarizes the number of shares of common stock
reserved for future issuance as of December 31, 1999:

<TABLE>
<S> <C>
Employee stock options:
Options granted.............................................................. 1,674,659
Shares reserved for future grants under 1999 Plan............................ 467,073
Series C convertible preferred stock.............................................. 400,000
Stock purchase warrants issued in connection with:
Series C convertible preferred stock......................................... 400,000
GE senior subordinated promissory note....................................... 555,343
Other stock options and stock purchase warrants................................... 128,633
-------------------
3,625,708
===================
</TABLE>

12. EMPLOYEE BENEFIT PLANS

Effective January 1, 1999, the Company established a defined
contribution 401(k) profit sharing plan and trust for the benefit of all its
employees, subject to certain age and service requirements. Plan participants
may make salary reduction contributions to the plan which are subject to
Internal Revenue Service contribution limitations. The Company makes matching
employer contributions of twenty-five percent of the first six percent of the
employees' contributions. Employee contributions vest immediately. Employer
contributions vest over a six-year period. The Company contributed $105,328 to
this plan in 1999.

Thermo-Tilt had a 401(k) profit sharing plan established to cover
substantially all of its eligible employees. Employee contributions to the plan
were elective, and matching contributions by the employer were optional.
Thermo-Tilt incurred $14,721 and $13,971 in contribution expense for the years
ended December 31, 1997 and 1998, respectively. This plan was merged into the
Company's plan in 1999.

Five of the Company's acquired businesses had existing 401(k) profit
sharing plans. The Company has merged these plans into its own plan during 1999
and 2000. These plans had various eligibility requirements and vesting
provisions. All of the plans provided for either a predetermined or
discretionary employer match. Contribution expense for these plans aggregated
$30,081 for the periods since acquisition during 1998 and $86,331 during 1999
until merger with the Company's plan.

13. RELATED PARTY TRANSACTIONS

On December 20, 1997, in connection with a building sale-leaseback
transaction, the Company began leasing its place of business in Owensboro,
Kentucky, from a stockholder. In connection with the sale, the buyer assumed and
satisfied debts of the Company in the amount of $620,223. The lease expires
December 20, 2002. Future minimum aggregate lease payments required as of
December 31, 1999, approximate $234,000. The gain of $55,008 on the transaction
has been deferred and is being amortized over the term of the lease.
Amortization of the gain on the sale for the years ended December 31, 1997, 1998
and 1999 was $458, $11,005 and $11,003, respectively. Lease expense and the
related lease commitment are included in related party amounts disclosed in Note
6.

During the years ended December 31, 1997 and 1998, the Company had
notes receivable at an interest rate of 8% from a company controlled by a
relative of a stockholder, who is also an officer and director of the Company.
Amounts owed the Company were approximately $181,000 at December 31, 1998. The
$181,000 was repaid in January 1999.

F-27

<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

13. RELATED PARTY TRANSACTIONS (CONTINUED)

At December 31, 1998 and 1999, the Company had receivables due from a
stockholder, who is also an officer and director of the Company, amounting to
$19,006 and $11,331, respectively.

During 1998, the Company purchased $4,106,375 of windows from a
supplier owned by a stockholder, who is also a director and officer of the
Company. The net amount owed this supplier at December 31, 1998, was
approximately $225,393.

The Company purchased $1,487,090, $779,518 and $16,279 of windows in
1997, 1998 and 1999, respectively, from a company that is owned by a stockholder
of the Company.

14. CONTINGENCIES

The Company entered into a 90-day listing agreement in October 1999
with IPO.COM, Inc. under which the Company authorized IPO.COM to include its
prospectus on the IPO.COM web site. In addition to hosting the Company's
prospectus, IPO.COM provided summary material relating to the Company and its
initial public offering on its web site. The IPO.COM web site also provided a
direct link to the Company's web site. Although the Company did not intend to
create an agency relationship with IPO.COM, and while the Company believes that
IPO.COM is not and has not acted as its agent, the listing agreement may have
created an agency relationship. If IPO.COM is deemed the Company's agent
pursuant to the listing agreement, the summarized material contained in the
IPO.COM web site relating to the Company and its initial public offering and the
information contained in the Company's web site could constitute a prospectus
that does not meet the requirements of the Securities Act of 1933. If the
summarized materials relating to the Company in the IPO.COM web site or the
materials contained in the Company's web site did constitute a violation of the
Securities Act of 1933, investors in the initial public offering would have the
right, for a period of one year from the date of their purchase of common stock,
to obtain recovery of the consideration they paid for their common stock or, if
these persons had already sold the common stock, to sue the Company for damages
resulting from their purchase of common stock. These damages could total up to
approximately $6.9 million, plus interest, if these investors seek recovery or
damages after an entire loss of their investment. Any recovery or damages could
adversely impact the Company's liquidity during the period in which a refund is
paid. Although the Company cannot be certain as to the ultimate disposition of
this matter, it is the opinion of the Company's management, based upon the
information available to it, that the expected outcome of this matter will not
significantly affect the results of operations and financial condition of the
Company.

On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge
Capital Partners, Inc. Defined Benefit Pension Plan filed an action titled Pro
Futures Bridge Capital Fund, L.P. V. ThermoView Industries, Inc., et al., Civil
Action No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its
directors, certain officers, an employee and a stockholder alleging breach of
contract, common law fraud, fraudulent misstatements and omissions in connection
with the sale of securities, negligent misrepresentations and breach of
fiduciary duty. These claims are in connection with the mandatory conversion of
the Company's 10% Series A convertible preferred stock, held by the two funds,
into common stock upon completion of the initial public offering in December
1999, and purchases by the two funds of Company common stock from ThermoView
stockholders. The funds are seeking rescission of their purchases of the Series
A preferred stock in the amount of $3,250,000, plus interest and unspecified
damages in connection with their purchases of the common stock. ThermoView is in
the process of filing a notice to dismiss certain claims and an answer denying
liability in the remainder of the claims. The parties have not conducted
discovery in connection with the allegations, and no hearing or trial is
scheduled. While ThermoView believes that the claims are without merit and
intends to vigorously defend the suit, it is too early in the process to predict
the likely outcome of the matter.

The Company is subject to other legal proceedings and claims which have
arisen in the ordinary course of its business and have not been finally
adjudicated. Although there can be no assurance as to the ultimate disposition
of these matters, it is the opinion of the Company's management, based upon the
information available at this time, that the expected outcome of these matters,
individually or in the aggregate, will not have a material adverse effect on the
results of operations and financial condition of the Company.

15. SEGMENT INFORMATION

In 1997, the Company was comprised of only one business unit that
operated exclusively in the retail segment designing, selling, and installing
vinyl replacement windows. Since dates of acquisition or start up in 1998 and
1999, the Company's thirteen

F-28
<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

business units had separate management teams and infrastructures that
operated primarily in the vinyl replacement windows, doors and related home
improvement products industry in various states in the Midwest and in
Southern California. The business units have been aggregated into three
reportable operating segments: manufacturing, retail and financial services.

MANUFACTURING

The manufacturing segment includes the businesses that manufacture and
sell vinyl replacement windows to the Company's retail segment and to
unaffiliated customers.

RETAIL

The retail segment includes the businesses that design, sell and
install vinyl replacement windows, doors and related home improvement products
to commercial and retail customers.

FINANCIAL SERVICES

The financial services segment finances credit sales of the retail
segment.

The accounting policies of the segments are the same as those described
in Note 2. Intersegment sales prices are comparable to sales prices charged to
unaffiliated customers. The Company evaluates performance based on income from
operations of the respective businesses.

Segment information for 1998 was as follows:

<TABLE>
<CAPTION>
FINANCIAL
MANUFACTURING RETAIL SERVICES CORPORATE CONSOLIDATED
-------------- ------ -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers.... $ 3,365,808 $ 34,010,547 $ - $ - $ 37,376,355
Intersegment revenues............... 909,019 - - - 909,019
Interest income..................... 10,935 32,050 11,651 14,421 69,057
Interest expense.................... 11,009 131,033 - 297,089 439,131
Income (loss) from operations....... 298,156 (779,613) (188,920) (5,712,645) (6,383,022)
Depreciation and amortization....... 100,799 1,108,192 7,895 52,894 1,269,780
Total assets........................ 6,894,849 43,553,191 662,234 2,983,348 54,093,622
Additions to long-lived assets:
Property and equipment........... 1,081,564 1,372,935 76,409 158,832 2,689,740
Goodwill......................... 3,585,855 38,277,847 - - 41,863,702
</TABLE>

Segment information for 1999 was as follows:

<TABLE>
<CAPTION>
FINANCIAL
MANUFACTURING RETAIL SERVICES CORPORATE CONSOLIDATED
------------- ------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers..... $ 7,750,935 $ 100,208,541 $ 237,364 $ 1,695 $ 108,198,535
Intersegment revenues................ 9,305,021 - - - 9,305,021
Interest income...................... 41,896 24,586 11,109 35,275 112,866
Interest expense..................... 61,930 140,165 - 2,760,165 2,962,260
Income (loss) from operations........ 865,256 6,443,942 (545,628) (5,200,878) 1,562,692
Depreciation and amortization........ 539,051 2,959,678 21,275 839,242 4,359,246
Total assets......................... 11,968,541 76,181,934 1,743,867 4,076,842 93,971,184
Additions to long-lived assets:
Property and equipment............ 560,426 960,771 4,786 555,427 2,081,410
Goodwill.......................... 4,241,817 31,702,290 - - 35,944,107
</TABLE>

F-29
<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

16. SUBSEQUENT EVENTS

In March 2000, the Company entered into a license agreement with
Research Frontiers Incorporated (Research Frontiers), a Delaware corporation
with headquarters located in Woodbury, New York, for the non-exclusive rights to
market windows which utilize variable light transmission technology developed by
Research Frontiers. The agreement provides for the payment of a royalty of 5% of
the net selling price of the licensed products as defined in the agreement to
Research Frontiers for products sold by us that incorporate such technology.
Additionally, ThermoView has agreed to pay to Research Frontiers a minimum
royalty annually for each year of the period of the agreement. The initial term
of the license period terminates on December 31, 2003, unless sooner terminated
or extended pursuant to the terms of the agreement. The minimum royalty is
$50,000 for 2000, $75,000 for 2001 and 2002, and $100,000 for 2003, and is
payable in cash or shares of the Company's common stock at the Company's option.

In April 2000, the Company completed negotiations to satisfy its
obligations under certain earn-out provisions with previous owners of the
Company's subsidiaries. As a result of the negotiations, the Board of Directors
authorized 1,500,000 shares of 12% Series D cumulative preferred stock ($.001
par value and $5.00 stated value), and the Company then issued 1,417,000 shares
to the previous owners in lieu of cash to satisfy $7,085,000 of obligations to
them. This amount has been classified as a noncurrent amount due to sellers of
acquired businesses in the accompanying consolidated balance sheet, since it has
been refinanced with preferred stock. An additional 22,316 shares of Series D
preferred stock will be issued to compensate the previous owners for interest
earned amounting to $111,580 prior to settlement of the obligations. The Series
D preferred stock is senior to the common stock of the Company and is on parity
with the Series C preferred stock. The Series D preferred stock will pay
cumulative dividends at the rate of $.60 per share annually, or an annual rate
of 12%, subject to the availability of such funds and the consent of the senior
lender of the Company. The Series D preferred stock has an aggregate liquidation
preference of $7,196,580 plus accumulated and unpaid dividends. The shares of
Series D preferred stock are redeemable by the Company at its option, in whole
or in part, for cash or common stock that equals the liquidation value of the
shares redeemed. The shares of Series D preferred stock are not convertible into
common stock, have no voting rights and contain no registration rights. A
venture capital firm loaned one of the previous owners $1,500,000 at 12%
interest, and collateralized the loan with the previous owner's 1,113,500 shares
of 12% Series D cumulative preferred stock. A stockholder, who also is an
officer and director of the Company, and a stockholder/director of the Company
have an ownership interest in the venture capital firm.

F-30
<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 2000
ASSETS 1999 (UNAUDITED)
---------------------------------------
<S> <C> <C>
Current assets:
Cash and equivalents $ 3,331,721 $ 1,028,614
Receivables:
Trade 5,062,127 3,440,575
Finance 60,000 50,674
Related party 55,554 40,228
Other 337,482 358,119
Costs in excess of billings on uncompleted contracts 1,274,073 1,715,232
Inventories 2,300,643 2,497,802
Prepaid expenses and other current assets 342,978 575,042
Deferred income taxes 322,000 322,000
----------------------------------------
Total current assets 13,086,578 10,028,286

Property and equipment, net 3,679,179 3,767,633

Other assets:
Goodwill, net 74,162,341 72,117,524
Deferred income taxes 1,406,000 2,661,000
Finance receivables 932,411 978,804
Other assets 704,675 579,271
----------------------------------------
77,205,427 76,336,599
----------------------------------------

Total assets $ 93,971,184 $ 90,132,518
========================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,444,402 $ 3,163,714
Due to seller of acquired business 1,000,000 -
Accrued expenses 3,278,924 3,827,478
Billings in excess of costs on uncompleted contracts 930,732 1,779,229
Income taxes payable 116,784 108,984
Current portion of long-term debt 358,920 322,033
----------------------------------------
Total current liabilities 9,129,762 9,201,438

Long-term debt 21,399,874 21,786,671
Due to sellers of acquired businesses 7,085,000 7,085,000
Other long-term liabilities 32,542 29,791
Mandatorily redeemable Series C convertible preferred stock, $.001 par value
(aggregate redemption amount and liquidation preference of $6,000,000);
25,000 shares authorized; 6,000 shares issued and outstanding 4,648,550 5,074,985
Stockholders' equity:
Preferred stock, 50,000,000 shares authorized:
Series A, $.001 par value; none issued - -
Series B, $.001 par value; none issued - -
Common stock, $.001 par value; 100,000,000 shares authorized; 7,389,592
shares issued and outstanding at December 31, 1999 and
7,324,550 shares issued and outstanding at March 31, 2000 7,390 7,325
Paid-in capital 59,794,361 57,968,722
Accumulated deficit (8,126,295) (11,021,414)
----------------------------------------
Total stockholders' equity 51,675,456 46,954,633

----------------------------------------
Total liabilities and stockholders' equity $ 93,971,184 $ 90,132,518
========================================
</TABLE>
SEE ACCOMPANYING NOTES.

F-31
<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------------------------
1999 2000
---- ----
<S> <C> <C>
Revenues $ 21,749,817 $ 21,476,416

Cost of revenues earned 9,764,255 10,382,077
--------------------------------------------

Gross profit 11,985,562 11,094,339

Selling, general and administrative expenses 11,542,197 13,088,053
Depreciation expense 203,205 262,566
Amortization expense 859,907 868,641
--------------------------------------------

Loss from operations (619,747) (3,124,921)

Interest expense (411,624) (1,093,320)
Interest income 62,331 68,122
--------------------------------------------

Loss before income taxes (969,040) (4,150,119)

Income tax benefit 133,000 1,255,000
--------------------------------------------

Net loss (836,040) (2,895,119)

Less preferred stock dividends:
Cash 424,730 100,800
Non-cash - 469,635
--------------------------------------------

Net loss attributable to common stockholders $ (1,260,770) $ (3,465,554)
============================================

Basic and diluted loss per common share $ (0.27) $ (0.44)
============================================

Weighted average shares outstanding 4,686,829 7,918,955
============================================

</TABLE>

SEE ACCOMPANYING NOTES.

F-32
<PAGE>

THERMOVIEW INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------------------------
1999 2000
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (836,040) $ (2,895,119)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization 1,063,112 1,131,207
Deferred income taxes (204,000) (1,255,000)
Accretion of debt discount - 399,999
Changes in operating assets and liabilities 1,173,137 1,854,422
--------------------------------------------
Net cash provided by (used in) operating activities 1,196,209 (764,491)

INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired (12,930,033) (1,027,351)
Payments for purchase of property and equipment (973,392) (351,020)
Other 58,293 (9,356)
--------------------------------------------
Net cash used in investing activities (13,845,132) (1,387,727)

FINANCING ACTIVITIES
Increase in long-term debt 13,820,000 -
Payments of long-term debt (40,989) (50,089)
Preferred stock dividends paid in cash - (100,800)
Other (15,000) -
--------------------------------------------
Net cash provided by (used in) financing activities 13,764,011 (150,889)
--------------------------------------------
Net increase (decrease) in cash and equivalents 1,115,088 (2,303,107)
Cash and equivalents at beginning of period 1,302,797 3,331,721
--------------------------------------------
Cash and equivalents at end of period $ 2,417,885 $ 1,028,614
============================================

</TABLE>

SEE ACCOMPANYING NOTES.

F-33
<PAGE>

THERMOVIEW INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
of ThermoView Industries, Inc., ("ThermoView" or "the Company") have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions in
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. ThermoView's business is
subject to seasonal variations. The demand for replacement windows and related
home improvement products is generally lower during the winter months due to
inclement weather. Demand for replacement windows is generally higher in the
second and third quarters. Operating results for the three month period ended
March 31, 2000, are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000.

For further information, refer to the consolidated financial statements
and footnotes thereto included elsewhere in this prospectus.

Results of operations for the three month period ended March 31, 1999,
include the operating results of the Thermo-Shield Companies for March only
since they were acquired effective March 1, 1999. Assuming Thermo-Shield
Companies had been acquired as of January 1, 1999, the Company's consolidated
net revenues and net loss would have been $24,251,633 and $808,080,
respectively, for the three months ended March 31, 1999 on a pro forma basis.

2. INVENTORIES

Inventories consist principally of components for the manufacturing of
windows such as glass, vinyl and other composites.

3. LOSS PER COMMON SHARE

Loss per common share is calculated in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "EARNINGS PER SHARE." The
Company calculates basic earnings per common share using the weighted average
number of shares outstanding for the period. The weighted average number of
shares outstanding for the three month period ended March 31, 2000, includes
shares related to a stock purchase warrant that can be exercised for nominal
cash consideration. Diluted earnings per common share include both the weighted
average number of shares and any common share equivalents such as options or
warrants in the calculation. As the Company recorded losses for the three month
periods ended March 31, 1999 and 2000, common share equivalents outstanding
would be anti-dilutive, and as such, have not been included in weighted average
shares outstanding.

4. INCOME TAXES

The benefit for income taxes for the three month periods ended March
31, 1999 and 2000 differs from the amount computed by applying the statutory
U.S. Federal income tax rate to loss before income taxes primarily as a result
of state taxes and non-deductible goodwill amortization.

5. SEGMENT INFORMATION

For the three month periods ended March 31, 1999 and 2000, the
Company's business units had separate management teams and infrastructures that
operate primarily in the vinyl replacement windows, doors and related home
improvement products industry in various states in the Midwest and in Southern
California. The business units have been aggregated into three reportable
operating segments: manufacturing, retail and financial services.

MANUFACTURING

The manufacturing segment includes the businesses that manufacture and
sell vinyl replacement windows to the Company's retail segment and to
unaffiliated customers.

F-34
<PAGE>

5. SEGMENT INFORMATION (CONTINUED)

RETAIL

The retail segment includes the businesses that design, sell and
install vinyl replacement windows, doors and related home improvement products
to commercial and retail customers.

FINANCIAL SERVICES

The financial services segment finances credit sales of the retail
segment.

Segment information for the three months ended March 31, was as follows:

FOR THE THREE MONTHS FINANCIAL
ENDED MARCH 31, 1999 MANUFACTURING RETAIL SERVICES CORPORATE CONSOLIDATED
- ------------------------------------------ ------------ ------ -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 1,258,886 $ 20,472,916 $ 18,015 $ - $ 21,749,817
Intersegment revenues 1,855,789 - - - 1,855,789
Income (loss) from operations (46,290) 676,376 (80,946) (1,168,887) (619,747)
Total assets 11,176,926 67,891,270 1,003,675 2,497,166 82,569,037
<CAPTION>
FOR THE THREE MONTHS FINANCIAL
ENDED MARCH 31, 2000 MANUFACTURING RETAIL SERVICES CORPORATE CONSOLIDATED
- ------------------------------------------ ------------- ------ -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 1,050,047 $ 20,413,441 $ 12,928 $ - $ 21,476,416
Intersegment revenues 1,693,030 - - - 1,693,030
Income (loss) from operations (651,729) (1,100,699) (77,396) (1,295,096) (3,124,921)
Total assets 11,462,480 73,931,787 1,141,486 3,596,765 90,132,518
</TABLE>

6. FINANCING ARRANGEMENTS

The Company is required to maintain certain financial ratios and to
comply with various other covenants and restrictions under the terms of its
financing agreements, including restriction as to the payment of dividends,
other than certain preferred stock dividends, and the incurrence of additional
indebtedness. The Company violated covenants at December 31, 1999 and through
March 30, 2000. The Company's principal lenders, PNC Bank, N.A., and GE Capital
Equity Investments, Inc. ("GE"), have waived these covenant violations and have
reset financial covenants to accommodate compliance at March 31, 2000, and in
the future.

On April 14, 2000, PNC Bank, N.A., extended the maturity date of
ThermoView's $15 million credit facility from January 1, 2001 to May 1, 2001.
Four stockholders of the Company (two of whom are also officers and directors of
the Company) also agreed to guarantee a total of $3 million of the credit
facility for fees equal to an annual rate of 5% from April 2000 through June
2000 and 10% thereafter subject to Board of Director approval.

7. CONTINGENCIES

F-35
<PAGE>

7. CONTINGENCIES (CONTINUED)

year from the date of their purchase of common stock, to obtain recovery of the
consideration they paid for their common stock or, if these persons had already
sold the common stock, to sue the Company for damages resulting from their
purchase of common stock. These damages could total up to approximately $6.9
million, plus interest, if these investors seek recovery or damages after an
entire loss of their investment. Any recovery or damages could adversely impact
the Company's liquidity during the period in which a refund is paid. Although
the Company cannot be certain as to the ultimate disposition of this matter, it
is the opinion of the Company's management, based upon the information available
to it, that the expected outcome of this matter will not significantly affect
the results of operations and financial condition of the Company.

On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge
Capital Partners, Inc. Defined Benefit Pension Plan filed an action titled Pro
Futures Bridge Capital Fund, L.P. V. ThermoView Industries, Inc., et al., Civil
Action No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its
directors, certain officers, an employee and a stockholder alleging breach of
contract, common law fraud, fraudulent misstatements and omissions in connection
with the sale of securities, negligent misrepresentations and breach of
fiduciary duty. These claims are in connection with the mandatory conversion of
the Company's 10% Series A convertible preferred stock, held by the two funds,
into common stock upon completion of the initial public offering in December
1999, and purchases by the two funds of Company common stock from ThermoView
stockholders. The funds are seeking rescission of their purchases of the Series
A preferred stock in the amount of $3,250,000, plus interest and unspecified
damages in connection with their purchases of the common stock. ThermoView has
filed a notice to dismiss certain claims and an answer denying liability in the
remainder of the claims. The parties have not conducted discovery in connection
with the allegations, and no hearing or trial is scheduled. While ThermoView
believes that the claims are without merit and intends to vigorously defend the
suit, it is too early in the process to predict the likely outcome of the
matter.

8. SUBSEQUENT EVENTS

In April 2000, the Company completed negotiations to satisfy its
obligations under certain earn-out provisions with previous owners of the
Company's subsidiaries. As a result of the negotiations, the Board of Directors
authorized 1,500,000 shares of 12% Series D cumulative preferred stock ($.001
par value and $5.00 stated value), and the Company then issued 1,417,000 shares
to the previous owners in lieu of cash to satisfy $7,085,000 of obligations to
them. This amount has been classified as a noncurrent amount due to sellers of
acquired businesses in the accompanying condensed consolidated balance sheets,
since it has been refinanced with preferred stock. An additional 22,316 shares
of Series D preferred stock will be issued to compensate the previous owners for
interest earned amounting to $111,580 prior to settlement of the obligations.
The Series D preferred stock is senior to the common stock of the Company and is
on parity with the Series C preferred stock. The Series D preferred stock will
pay cumulative dividends at the rate of $.60 per share annually, or an annual
rate of 12%, subject to the availability of such funds and the consent of the
senior lender of the Company. The Series D preferred stock has an aggregate
liquidation preference of $7,196,580 plus accumulated and unpaid dividends. The
shares of Series D preferred stock are redeemable by the Company at its option,
in whole or in part, for cash or common stock that equals the liquidation value
of the shares redeemed. The shares of Series D preferred stock are not
convertible into common stock, have no voting rights and contain no registration
rights. A venture capital firm loaned one of the previous owners $1,500,000 at
12% interest, and collateralized the loan with the previous owner's 1,113,500
shares of 12% Series D cumulative preferred stock. A stockholder, who also is an
officer and director of the Company, and a stockholder and former director of
the Company have an ownership interest in the venture capital firm.

The Company's mandatorily redeemable Series C preferred stock
agreement contains terms that require increases in the number of common
shares exercised under stock purchase warrants and adjustments to the
exercise price of such warrants, as well as increases in the number of common
shares issuable upon conversion of the preferred shares, in certain
circumstances. Also, the GE subordinated debt agreement contains terms that
require increases in the number of common shares exercisable under a stock
purchase warrant in certain circumstances. In May 2000, one of the stipulated
circumstances occurred causing increases. Accordingly, the two funds holding
the mandatorily redeemable preferred stock now have warrants to purchase
600,000 shares (increased from 400,000 shares) of common stock at $12.00 per
share (reduced from $18.00 per share) and are entitled to convert their
preferred shares into 500,000 shares (increased

F-36
<PAGE>

8. SUBSEQUENT EVENTS (CONTINUED)

from 400,000 shares) of common stock. Also, GE now has warrants to purchase
561,343 shares (increased from 555,343 shares) of common stock at $.03 per
share. An additional 306,000 shares of common stock have been reserved for
future issuance to accommodate the foregoing reset provisions.

F-37
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
American Home Developers Co., Inc.

We have audited the accompanying balance sheets of American Home Developers
Co., Inc. as of December 31, 1996 and 1997 and April 25, 1998, and the related
statements of operations, shareholders' equity, and cash flows for each of the
two years in the period ended December 31, 1997 and the period from January 1,
1998 through April 25, 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Home Developers
Co., Inc. as of December 31, 1996 and 1997 and April 25, 1998, and the results
of its operations and its cash flows for each of the two years in the period
ended December 31, 1997 and the period from January 1, 1998 through April 25,
1998 in conformity with generally accepted accounting principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
August 10, 1998

F-38
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

BALANCE SHEETS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 25, 1998

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- APRIL 25,
1996 1997 1998
-------- -------- ---------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $297,136 $426,150 $ --
Costs and prepaid commissions on contracts in progress in
excess of billings...................................... 100,429 65,779 56,467
Other receivables......................................... 19,502 16,210 8,526
Deferred tax asset........................................ -- -- 34,595
-------- -------- --------
Total current assets.................................... 417,067 508,139 99,588
-------- -------- --------

Property and equipment
Office equipment.......................................... 6,483 24,230 24,230
Automobiles............................................... 30,518 30,518 25,293
-------- -------- --------
37,001 54,748 49,523
Less accumulated depreciation............................. 10,344 24,977 35,081
-------- -------- --------
Total property and equipment............................ 26,657 29,771 14,442
-------- -------- --------

Other assets
Deposits.................................................. 3,000 3,000 3,000
-------- -------- --------
Total assets............................................ $446,724 $540,910 $117,030
======== ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 36,716 $ 40,549 $ 61,743
Accrued liabilities....................................... 14,175 27,924 33,817
Due to related party...................................... 30,000 30,000 --
Income taxes payable...................................... 90,488 145,664 5,837
Deferred income taxes..................................... 20,337 6,603 --
-------- -------- --------
Total current liabilities............................... 191,716 250,740 101,397
-------- -------- --------

Commitments and contingencies

Shareholders' equity
Common stock, no par value 2,500 shares authorized 1,000
shares issued and outstanding........................... 500 500 500
Retained earnings......................................... 254,508 289,670 15,133
-------- -------- --------
Total shareholders' equity.............................. 255,008 290,170 15,633
-------- -------- --------
Total liabilities and shareholders' equity............ $446,724 $540,910 $117,030
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-39
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH APRIL 25, 1998

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEARS ENDED FROM
DECEMBER 31, JANUARY 1, 1998
----------------------- THROUGH
1996 1997 APRIL 25, 1998
---------- ---------- ----------------
<S> <C> <C> <C>
Contract revenues...................................... $3,647,605 $4,883,265 $1,143,760
Contract costs......................................... 1,990,721 2,690,084 580,555
---------- ---------- ----------
Gross profit........................................... 1,656,884 2,193,181 563,205
---------- ---------- ----------
Operating expenses
Advertising expense.................................. 25,500 39,800 9,908
Selling.............................................. 982,069 1,044,318 274,737
General and administrative........................... 757,576 1,045,282 736,892
---------- ---------- ----------
Total operating expenses........................... 1,765,145 2,129,400 1,021,537
---------- ---------- ----------
Income (loss) from operations.......................... (108,261) 63,781 (458,332)
---------- ---------- ----------
Other income (expense)
Interest income...................................... 7,892 12,823 4,268
Interest expense..................................... -- -- (1,500)
---------- ---------- ----------
Total other income (expense)....................... 7,892 12,823 2,768
Income (loss) before provision for (benefit from)
income taxes......................................... (100,369) 76,604 (455,564)
Provision for (benefit from) income taxes.............. (32,717) 41,442 (181,027)
---------- ---------- ----------
Net income (loss).................................. $ (67,652) $ 35,162 $ (274,537)
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-40
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH APRIL 25, 1998

<TABLE>
<CAPTION>
COMMON STOCK
------------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1995............................. 1,000 $500 $ 322,160 $ 322,660
Net loss............................................... (67,652) (67,652)
------ ---- --------- ---------
Balance, December 31, 1996............................. 1,000 500 254,508 255,008
Net income............................................. 35,162 35,162
------ ---- --------- ---------
Balance, December 31, 1997............................. 1,000 500 289,670 290,170
Net loss............................................... (274,537) (274,537)
------ ---- --------- ---------
Balance, April 25, 1998.............................. 1,000 $500 $ 15,133 $ 15,633
====== ==== ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-41
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH APRIL 25, 1998

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEARS ENDED FROM
DECEMBER 31, JANUARY 1, 1998
------------------- THROUGH
1996 1997 APRIL 25, 1998
-------- -------- ----------------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss)....................................... $(67,652) $ 35,162 $(274,537)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation.......................................... 4,455 14,633 14,894
Deferred taxes........................................ 22,445 (13,734) (41,198)
Income taxes.......................................... (55,167) 55,176 (139,827)
(Increase) decrease in
Costs and prepaid commissions in excess of billings... (54,346) 34,650 9,312
Other receivables..................................... (14,822) 3,292 7,684
Increase in
Accounts payable...................................... 1,771 3,833 21,194
Other accrued liabilities............................. 954 13,749 5,893
-------- -------- ---------
Net cash provided by (used in) operating activities....... (162,362) 146,761 (396,585)
-------- -------- ---------

Cash flows from investing activities
Purchase of fixed assets................................ (20,232) (17,747) --
Proceeds from the sale of fixed assets.................. -- -- 435
-------- -------- ---------
Net cash provided by (used in) investing activities....... (20,232) (17,747) 435
-------- -------- ---------
Cash flows from financing activities
Payments on note payable................................ -- -- (30,000)
-------- -------- ---------
Net cash used in financing activities..................... -- -- (30,000)
-------- -------- ---------
Net increase (decrease) in cash and cash equivalents...... (182,594) 129,014 (426,150)
Cash and cash equivalents, beginning of period............ 479,730 297,136 426,150
-------- -------- ---------
Cash and cash equivalents, end of period.................. $297,136 $426,150 $ --
======== ======== =========

Supplemental disclosures of cash flow information
Interest paid........................................... $ -- $ -- $ 1,500
======== ======== =========
Income taxes paid....................................... $ 6,914 $ 2,375 $ --
======== ======== =========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 1996, in connection with the purchase of
an automobile, the Company exchanged a vehicle with a net book value of $5,060.

The accompanying notes are an integral part of these financial statements.

F-42

<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 25, 1998

NOTE 1--BUSINESS ACTIVITY

American Home Developers Co., Inc. (the "Company") is a California
corporation, founded September 23, 1985. The Company's primary lines of business
are Tex-Coting, retail selling, and installing state-of-the-art vinyl
replacement windows for the existing home market. The Company markets its
products primarily through the use of an extensive telemarketing effort. The
Company retains independent contractors for the installation of its products at
the customer's site.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF ACCOUNTING FOR TEX-COTING AND WINDOW INSTALLATION CONTRACTS

The accompanying financial statements have been prepared using the
completed-contract method of accounting for fixed-price contracts since the
contracts are of a short duration. Accordingly, revenue and costs of individual
contracts are included in operations in the year during which they are
completed. Losses expected to be incurred on contracts in progress are charged
to operations in the period such losses are determined. The aggregate of costs
incurred on uncompleted contracts in excess of related billings is shown as an
asset, and the aggregate of billings on uncompleted contracts in excess of
related costs is shown as a liability.

Contract costs include all direct labor and benefits, materials unique to or
installed in the project, subcontract costs, and other direct installation
costs.

CASH AND CASH EQUIVALENTS

For the purpose of reporting cash flows, the Company considers cash on
deposit, cash on hand, and financial instruments purchased with an original
maturity of three months or less to be cash equivalents.

OTHER RECEIVABLES

Other receivables consist primarily of advances to employees. All amounts
are expected to be recovered, and as such, no allowance for uncollectible
amounts is deemed necessary.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments including cash and cash
equivalents, other receivables, accounts payable, and other accrued liabilities,
the carrying amounts approximate fair value due to their short maturities.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is generally
provided using the straight-line method. The estimated useful lives of the
related assets are as follows:

<TABLE>
<S> <C>
Office equipment............................................ 3 to 5 years
Automobiles................................................. 5 years
</TABLE>

ADVERTISING EXPENSE

The Company accounts for advertising expenditures by charging to expense all
amounts as incurred.

F-43
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 25, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences, and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
all or a portion of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RISK CONCENTRATIONS

The Company's customers are primarily homeowners located in Southern
California. The Company purchases substantially all of its Tex-Coting material
from one supplier. Purchases from this supplier were 55%, 70%, and 70% of the
Company's total cost of sales for the years ended December 31, 1996 and 1997 and
the period from January 1, 1998 through April 25, 1998, respectively.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." This statement requires companies to classify items of
other comprehensive income by their nature in a financial statement and display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. SFAS No. 130 is effective for financial statements issued
for fiscal years beginning after December 15, 1997. Management believes that
SFAS No. 130 will not have a material effect, if any, on the Company's financial
statements.

In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information." This statement establishes additional
standards for segment reporting in the financial statements and is effective for
fiscal years beginning after December 15, 1997. Management believes that SFAS
No. 131 will not have an effect on the Company's financial statements.

NOTE 3--CASH AND CASH EQUIVALENTS

The Company maintains its cash balances at several financial institutions.
The balances are insured by the Federal Deposit Insurance Corporation up to
$100,000. As of December 31, 1997, the uninsured portions of the balances held
at the banks aggregated to $13,387.

F-44
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 25, 1998

NOTE 4--CONTRACTS IN PROGRESS

For the years ended December 31, 1996 and 1997 and the period from
January 1, 1998 through April 25, 1998, contract amounts, accumulated costs, and
the related billings to date on completed contracts and contracts in progress
were as follows:

<TABLE>
<CAPTION>
CONTRACT CONTRACT
AMOUNTS COSTS
----------- -----------
<S> <C> <C>
Contracts in progress at December 31, 1995......... $ 201,000 $ 48,878
Contracts initiated during the year................ 3,859,031 2,045,567
Contracts completed during the year................ (3,647,605) (1,990,721)
----------- -----------
Contracts in progress at December 31, 1996......... 412,426 103,724
Contracts initiated during the year................ 4,735,635 2,656,052
Contracts completed during the year................ (4,883,265) (2,690,084)
----------- -----------
Contracts in progress at December 31, 1997......... 264,796 69,692
Contracts initiated during the period.............. 1,279,107 567,330
Contracts completed during the period.............. (1,143,760) (580,555)
----------- -----------
Contracts in progress at April 25, 1998.......... $ 400,143 $ 56,467
=========== ===========
</TABLE>

Contracts in progress:

<TABLE>
<CAPTION>
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
------------------- APRIL 25,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Cumulative costs to date....................... $103,724 $68,692 $76,477
Less cash collected to date.................... 3,295 2,913 20,010
-------- ------- -------
Net contracts in progress...................... $100,429 $65,779 $56,467
======== ======= =======
</TABLE>

Included in the accompanying balance sheet under the following caption:

<TABLE>
<S> <C> <C> <C>
Costs and prepaid commissions on contracts in
progress in excess of billings............... $100,429 $65,779 $56,467
======== ======= =======
</TABLE>

NOTE 5--COMMITMENTS AND CONTINGENCIES

LEASES

The Company has entered into an operating lease agreement for its facility.
The lease is terminable in 1998. The minimum rental commitment under this lease
agreement at December 31, 1997 is $4,250.

Management intends to extend the lease upon termination of the original
agreement.

Rent expense was approximately $48,500, $51,800, and $17,648 for the years
ended December 31, 1996 and 1997 and the period from January 1, 1998 through
April 25, 1998, respectively.

F-45
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 25, 1998

NOTE 5--COMMITMENTS AND CONTINGENCIES (CONTINUED)
LITIGATION

The Company is involved in various litigation in the normal course of
business. The outcome of such litigation is not expected to have a material
effect on the Company.

NOTE 6--INCOME TAXES

Significant components of the provision for (benefit from) taxes based on
income for the years ended December 31, 1996 and 1997 and the period from
January 1, 1998 through April 25, 1998 are as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEARS ENDED FROM
DECEMBER 31, JANUARY 1, 1998
------------------- THROUGH
1996 1997 APRIL 25, 1998
-------- -------- ----------------
<S> <C> <C> <C>
Current
Federal.................................. $(46,888) $ 46,900 $(118,854)
State.................................... (8,274) 8,276 (20,975)
-------- -------- ---------
(55,162) 55,176 (139,829)
-------- -------- ---------
Deferred
Federal.................................. 19,078 (11,674) (35,018)
State.................................... 3,367 (2,060) (6,180)
-------- -------- ---------
22,445 (13,734) (41,198)
-------- -------- ---------
Provision for (benefit from) income
taxes.................................. $(32,717) $ 41,442 $(181,027)
======== ======== =========
</TABLE>

A reconciliation of the provision for income tax expense with the expected
income tax computed by applying the federal statutory income tax rate to income
before provision for (benefit from) income taxes for the years ended
December 31, 1996 and 1997 and the period from January 1, 1998 through
April 25, 1998 is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS FOR THE PERIOD
ENDED FROM
DECEMBER 31, JANUARY 1, 1998
----------------------- THROUGH
1996 1997 APRIL 25, 1998
-------- -------- ----------------
<S> <C> <C> <C>
Income tax provision (benefit) computed at
federal statutory tax rate................. (34.0)% 34.0% (34.0)%
State taxes, net of federal benefit.......... (6.0) 6.0 (6.0)
Permanent differences and other.............. 7.0 14.0 --
----- ---- -----
Total...................................... (33.0)% 54.0% (40.0)%
===== ==== =====
</TABLE>

F-46
<PAGE>

AMERICAN HOME DEVELOPERS CO., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 25, 1998

NOTE 6--INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets and liabilities
for income taxes consist of the following:

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEARS ENDED FROM
DECEMBER 31, JANUARY 1, 1998
------------------- THROUGH
1996 1997 APRIL 25, 1998
-------- -------- ----------------
<S> <C> <C> <C>
Deferred tax assets
Accounts payable......................... $ 14,686 $ 16,220 $ 25,932
Accrued liabilities...................... 5,672 11,170 14,203
Other.................................... -- -- 17,046
-------- -------- --------
20,358 27,390 57,181
-------- -------- --------
Deferred tax liability
Costs and prepaid commissions on
contracts in progress in excess of
billings............................... (37,625) (26,341) (22,586)
Other.................................... (3,070) (7,652) --
-------- -------- --------
(40,695) (33,993) (22,586)
-------- -------- --------
Net deferred tax asset (liability)..... $(20,337) $ (6,603) $ 34,595
======== ======== ========
</TABLE>

The Company files its income tax returns on a fiscal year-end, not calendar
year-end basis. The Company's fiscal year ends June 30. Deferred taxes are
stated as if the Company filed its income tax returns at December 31.

NOTE 7--RELATED PARTY TRANSACTIONS

During the years ended December 31, 1996 and 1997, the Company had a
non-interest bearing note payable agreement, no stated due date, with the
majority shareholder of the Company in which the Company owed $30,000 for each
of the two years. This note was repaid April 14, 1998.

NOTE 8--SUBSEQUENT EVENTS

On April 25, 1998, in connection with its acquisition, the Company entered
into an employment agreement with a former director and officer of the Company,
and the agreement expires April 30, 2001. Under the agreement, the Company is
required to pay an annual salary of $200,000 plus various other benefits.

On April 25, 1998, 100% of the Company's common stock was acquired by
ThermoView Industries, Inc.

F-47

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
Primax Window Co.

We have audited the accompanying balance sheets of Primax Window Co. as of
December 31, 1996 and 1997 and April 30, 1998, and the related statements of
operations, shareholders' equity, and cash flows for each of the two years in
the period ended December 31, 1997 and the four months ended April 30, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Primax Window Co. as of
December 31, 1996 and 1997 and April 30, 1998, and the results of its operations
and its cash flows for each of the two years in the period ended December 31,
1997 and the four months ended April 30, 1998 in conformity with generally
accepted accounting principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
July 8, 1998

F-48
<PAGE>

PRIMAX WINDOW CO.

BALANCE SHEETS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------- APRIL 30,
1996 1997 1998
---------- ---------- ---------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 47,190 $ 241,219 $330,947
Marketable securities..................................... 451,887 641,794 --
Accounts receivable....................................... 21,734 23,855 20,928
Inventory................................................. 61,430 61,430 89,068
Costs and prepaid commissions on contracts in progress in
excess of billings...................................... -- 107,735 --
Prepaid expenses.......................................... 22,712 3,347 32,787
---------- ---------- --------
Total current assets.................................... 604,953 1,079,380 473,730
---------- ---------- --------
Property and equipment
Transportation equipment.................................. 275,909 320,795 320,795
Small tools and equipment................................. 11,075 11,948 11,948
Furniture and fixtures.................................... 185,825 184,269 171,392
Leasehold improvements.................................... 212,889 212,889 212,889
---------- ---------- --------
685,698 729,901 717,024
Less accumulated depreciation and amortization............ 370,643 459,569 480,706
---------- ---------- --------
Total property and equipment............................ 315,055 270,332 236,318
---------- ---------- --------
Other assets
Cash surrender value--officers' life insurance............ 47,787 42,432 --
Notes receivable from related parties..................... 317,896 135,769 172,284
Deposits.................................................. 4,817 5,818 4,068
---------- ---------- --------
Total other assets...................................... 370,500 184,019 176,352
---------- ---------- --------
Total assets.......................................... $1,290,508 $1,533,731 $886,400
========== ========== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt......................... $ 15,051 $ 47,548 $ 40,058
Line of credit............................................ 30,000 -- --
Accounts payable.......................................... 233,173 232,133 226,723
Accrued liabilities:
Warranty................................................ 21,000 21,000 21,000
Payroll and items directly related to payroll........... 80,502 92,034 89,895
Billings in excess of costs and prepaid commissions on
contracts in progress................................... 56,871 113,502 13,578
Income taxes payable...................................... 94,687 -- --
Deferred taxes............................................ 108,232 -- --
---------- ---------- --------
Total current liabilities............................... 639,516 506,217 391,254
Long-term debt, net of current portion...................... 30,118 24,958 13,232
Deferred gain on sale of building........................... 45,212 35,853 32,838
---------- ---------- --------
Total liabilities....................................... 714,846 567,028 437,324
---------- ---------- --------
Commitments and contingencies

Shareholders' equity
Common stock, $100 par value, 100 shares authorized,
issued, and outstanding................................. 10,000 10,000 10,000
Additional paid-in capital................................ 10,000 10,000 10,000
Retained earnings......................................... 555,662 946,703 429,076
---------- ---------- --------
Total shareholders' equity.............................. 575,662 966,703 449,076
---------- ---------- --------
Total liabilities and shareholders' equity............ $1,290,508 $1,533,731 $886,400
========== ========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-49
<PAGE>

PRIMAX WINDOW CO.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE FOUR MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE FOUR
DECEMBER 31, MONTHS
----------------------- ENDED APRIL 30,
1996 1997 1998
---------- ---------- ----------------
<S> <C> <C> <C>
Contract revenues...................................... $5,840,446 $7,132,296 $2,150,747
Contract costs......................................... 2,773,986 3,307,853 964,759
---------- ---------- ----------
Gross profit........................................... 3,066,460 3,824,443 1,185,988
---------- ---------- ----------
Operating expenses
Advertising.......................................... 592,668 734,470 188,005
Selling.............................................. 1,073,611 1,415,804 596,201
General and administrative........................... 1,227,152 1,412,497 342,053
---------- ---------- ----------
Total operating expenses........................... 2,893,431 3,562,771 1,126,259
---------- ---------- ----------
Income from operations................................. 173,029 261,672 59,729
---------- ---------- ----------
Other income (expense)
Interest expense..................................... (30,557) (10,827) (1,205)
Interest income...................................... 26,347 31,039 9,553
Gain on sale of property and equipment............... 480 620 --
Realized gains on investments........................ 4,933 21,700 8,471
---------- ---------- ----------
Total other income................................. 1,203 42,532 16,819
---------- ---------- ----------
Income before provision for (benefit from) income
taxes................................................ 174,232 304,204 76,548
Provision for (benefit from) income taxes.............. 103,112 (86,837) --
---------- ---------- ----------
Net income............................................. $ 71,120 $ 391,041 $ 76,548
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-50
<PAGE>

PRIMAX WINDOW CO.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE FOUR MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
-------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995................... 100 $10,000 $10,000 $484,542 $ 504,542
Net income................................... 71,120 71,120
--- ------- ------- -------- ---------
Balance, December 31, 1996................... 100 10,000 10,000 555,662 575,662
Net income................................... 391,041 391,041
--- ------- ------- -------- ---------
Balance, December 31, 1997................... 100 10,000 10,000 946,703 966,703
Dividends distributed........................ (594,175) (594,175)
Net income................................... 76,548 76,548
--- ------- ------- -------- ---------
Balance, April 30, 1998 100 $10,000 $10,000 $429,076 $ 449,076
=== ======= ======= ======== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-51
<PAGE>

PRIMAX WINDOW CO.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE FOUR MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
----------------------- APRIL 30,
1996 1997 1998
--------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities
Net income................................................ $ 71,120 $ 391,041 $ 76,548
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation............................................ 106,682 124,957 34,014
Deferred taxes.......................................... 95,342 (108,232) --
Amortization of gain on sale of building................ (1,561) (9,360) (3,015)
Gain on sale of property and equipment.................. (480) (620) --
Realized gains on investments........................... (4,933) (21,700) (8,471)
(Increase) decrease in
Accounts receivable..................................... 8,841 (2,120) (7,073)
Inventory............................................... -- -- (27,638)
Costs and prepaid commissions on contracts in progress
in excess of billings................................. -- (107,735) 107,735
Prepaid expenses........................................ 3,275 19,364 (29,440)
Other assets............................................ (7,458) 4,356 44,182
Increase (decrease) in
Income taxes payable.................................... (12,885) (81,700) --
Accounts payable........................................ 56,879 (1,040) (5,410)
Other accrued liabilities............................... 11,543 11,532 (2,139)
Billings in excess of costs and prepaid commissions on
contracts in progress................................. (2,963) 43,645 (99,924)
--------- ----------- ---------
Net cash provided by operating activities................. 323,402 262,388 79,369
--------- ----------- ---------
Cash flows from investing activities
Purchase of fixed assets.................................. (85,078) (33,166) --
Proceeds from sale of property and equipment.............. 129,647 16,707 --
Purchase of investment securities......................... (648,625) (1,498,207) --
Proceeds from sale of securities.......................... 300,000 1,330,000 650,265
Net payments from (lending to) related parties............ (97,390) 182,127 (26,515)
--------- ----------- ---------
Net cash provided by (used in) investing activities....... (401,446) (2,539) 623,750
--------- ----------- ---------
Cash flows from financing activities
Payments on notes payable................................. (57,651) (65,820) (19,216)
Dividend payments......................................... -- -- (594,175)
--------- ----------- ---------
Net cash used in financing activities..................... (57,651) (65,820) (613,391)
--------- ----------- ---------
Net increase (decrease) in cash and cash equivalents...... (135,695) 194,029 89,728
Cash and cash equivalents, beginning of period.............. 182,885 47,190 241,219
--------- ----------- ---------
Cash and cash equivalents, end of period.................... $ 47,190 $ 241,219 $ 330,947
========= =========== =========
Supplemental disclosures of cash flow information
Interest paid............................................. $ 30,557 $ 10,827 $ 1,205
========= =========== =========
Income taxes paid......................................... $ 7,670 $ 116,080 $ --
========= =========== =========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company executed notes payable for the acquisition of property and
equipment in the amount of $52,926 and $63,155 for the years ended December 31,
1996 and 1997, respectively.

On October 30, 1996, in connection with the sale of a building to a related
party, the buyer assumed Company liabilities in the amount of $273,774.

The accompanying notes are an integral part of these financial statements.

F-52

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 1--BUSINESS ACTIVITY

Primax Window Co. (the "Company"), is a Kentucky corporation, founded
May 21, 1981. The Company is a designer, retail seller, and installer of
state-of-the-art vinyl replacement windows for the existing home market.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF ACCOUNTING FOR WINDOW INSTALLATION CONTRACTS

Contract costs include all direct labor and benefits, materials unique to or
installed in the project, subcontract costs, and other direct installation
costs.

CASH AND CASH EQUIVALENTS

MARKETABLE SECURITIES

Marketable securities are comprised of government bonds and are stated at
fair market value. They are classified as "available for sale." Unrealized gains
and losses, if any, and the related deferred income tax effects are excluded
from earnings and reported as a separate component of shareholders' equity.
Realized gains or losses are computed based upon specific identification of
securities sold.

ACCOUNTS RECEIVABLE

Accounts receivable consists of amounts due from customers. These are
uncollateralized, short-term receivables, typically with monthly payment plans.
To date, the Company has not experienced material losses resulting from bad
debts. As a result, the Company has not established an allowance for doubtful
accounts.

INVENTORY

Inventory is stated on a first-in, first-out basis, at the lower of cost or
market, and consists primarily of supplies.

F-53

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are
generally provided using the straight-line method. The estimated useful lives of
the related assets are as follows:

<TABLE>
<S> <C>
Transportation equipment................................. 3 to 5 years
Small tools and equipment................................ 3 to 5 years
Furniture and fixtures................................... 5 to 7 years
Leasehold improvements................................... lesser of useful life
or life of the lease
</TABLE>

WARRANTIES

The Company provides the retail customer with a limited warranty covering
workmanship and manufacturing defects. The Company provides an accrual for
future costs based upon the relationship of prior year's revenues to estimated
warranty costs. It is the Company's practice to classify the entire warranty
accrual as a current liability.

ADVERTISING EXPENSE

The Company accounts for advertising expenditures by charging to expense all
amounts as incurred.

INCOME TAXES

At April 1, 1997, under the provisions of the Internal Revenue Code, the
Company elected to be taxed as an "S" corporation whereby the Company's taxable
income or loss and tax credits are passed through to its shareholders.

Prior to that date, the Company used the liability method, whereby deferred
tax assets are recognized for deductible temporary differences, and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For certain of the Company's financial instruments including cash and cash
equivalents, accounts receivable, accounts payable, and other accrued
liabilities, the carrying amounts approximate fair value due to their short
maturities. The amount shown for long-term debt also approximates fair value
because current interest rates and terms offered to the Company for similar
long-term debt are substantially the same.

ESTIMATES

F-54

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

RISK CONCENTRATIONS

The Company's customers are primarily homeowners located in Kentucky,
Indiana, and Ohio. In addition, the Company purchases substantially all of its
windows from one related-party supplier.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

NOTE 3--CASH AND CASH EQUIVALENTS

The Company maintains its cash balances at a bank located in Kentucky. The
balances are insured by the Federal Deposit Insurance Corporation up to
$100,000. As of December 31, 1997, the uninsured portions of the balances held
at the bank aggregated to $21,116.

NOTE 4--MARKETABLE SECURITIES

The following is a summary of investment securities:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
------------------- APRIL 30,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Available for sale securities United States
Government bonds, at cost and fair
value..................................... $451,887 $641,794 $ --
======== ======== ==========
</TABLE>

Changes in the unrealized holding gains on investment securities available
for sale during the year ended December 31, 1997 were immaterial, and as such,
have not been reported as a separate component of shareholders' equity.

F-55

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 4--MARKETABLE SECURITIES (CONTINUED)
The following is a summary of investment earnings recognized in income:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
------------------- APRIL 30,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Available for sale securities
Realized gains............................... $4,933 $21,700 $8,471
====== ======= ======
</TABLE>

NOTE 5--CONTRACTS IN PROGRESS

Contract amounts, accumulated costs, and the related billings to date on
completed contracts and contracts in progress were as follows:

<TABLE>
<CAPTION>
CONTRACT CONTRACT
AMOUNTS COSTS
----------- -----------
<S> <C> <C>
Contracts in progress at December 31, 1995......... $ 499,421 $ 31,117
Contracts initiated during the year................ 6,351,727 2,911,704
Contracts completed during the year................ (5,840,446) (2,773,986)
----------- -----------
Contracts in progress at December 31, 1996......... 1,010,702 168,835
Contracts initiated during the year................ 7,091,790 3,360,672
Contracts completed during the year................ (7,132,296) (3,307,853)
----------- -----------
Contracts in progress at December 31, 1997....... 970,196 221,654
Contracts initiated during the year................ 1,975,984 873,048
Contracts completed during the year................ (2,150,747) (964,759)
----------- -----------
Construction contracts in progress at April 30,
1998........................................... $ 795,433 $ 129,943
=========== ===========
</TABLE>

Contracts in progress:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
-------------------- APRIL 30,
1996 1997 1998
--------- -------- -----------
<S> <C> <C> <C>
Cumulative costs to date.................... $ 168,835 $221,654 $129,943
Less cash collected to date................. 310,181 301,833 195,496
--------- -------- --------
(141,346) (80,179) (65,553)
Plus prepaid commissions on uncompleted
contracts................................. 84,475 74,412 51,975
--------- -------- --------
Net contracts in progress............... $ (56,871) $ (5,767) $(13,578)
========= ======== ========
</TABLE>

F-56

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 5--CONTRACTS IN PROGRESS (CONTINUED)

Included in the accompanying balance sheet under the following captions:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
-------------------- APRIL 30,
1996 1997 1998
-------- --------- -----------
<S> <C> <C> <C>
Costs and prepaid commissions on contracts
in progress in excess of billings......... $ -- $ 107,735 $ --
Billings in excess of costs and prepaid
commissions on contracts in progress...... (56,871) (113,502) (13,578)
-------- --------- --------
Total................................... $(56,871) $ (5,767) $(13,578)
======== ========= ========
</TABLE>

NOTE 6--CASH SURRENDER VALUE--OFFICERS' LIFE INSURANCE

The Company is the owner and beneficiary of life insurance policies insuring
the lives of Company officers. On April 30, 1998, in connection with the
acquisition of the Company by ThermoView Industries, Inc. (see Note 13), these
policies were distributed to the officers and majority shareholders in the form
of dividend distributions.

NOTE 7--LINE OF CREDIT

The Company has available a $150,000 line of credit bearing interest at the
bank's prime rate (8.25% at December 31, 1996) plus 0.5%. Any borrowings are
collateralized by substantially all assets of the Company and are personally
guaranteed by the shareholders of the Company. There were no outstanding
borrowings as of December 31, 1997 or April 30, 1998. As of December 31, 1996,
the balance was $30,000.

F-57

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 8--LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
------------------- APRIL 30,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Notes payable to bank, with an aggregate original principal
balance of $89,746, interest rates between 7.9% and 8.25%,
secured by four automobiles, and maturing between January
20, 1997 and November 10, 1999.............................. $25,566 $68,650 $53,290
Note payable to finance company, with a principal balance of
$26,286, an interest rate of 9.25%, secured by a vehicle,
and maturing on February 16, 1998........................... 16,948 3,452 --
Note payable to finance company, with a principal balance of
$9,010, an interest rate of 13%, secured by equipment, and
maturing February 15, 1998.................................. 2,655 404 --
------- ------- -------
45,169 72,506 53,290
Less current portion........................................ 15,051 47,548 40,058
------- ------- -------
Long-term portion......................................... $30,118 $24,958 $13,232
======= ======= =======
</TABLE>

The following is a schedule by years of future maturities of long-term debt
as of December 31, 1997:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998............................................ $47,548
1999............................................ 24,958
-------
TOTAL $72,506
=======
</TABLE>

NOTE 9--EMPLOYEE BENEFIT PLAN

The Company has a profit sharing plan established in accordance with
Section 401(k) of the Employee Retirement Income Security Act of 1974 as
amended. The plan covers substantially all eligible employees. Employee
contributions to the plan are elective, and matching contributions by the
employer are optional. The Company incurred $20,485 and $24,784 in contribution
expense for the years ended December 31, 1996 and 1997, respectively.

NOTE 10--COMMITMENTS AND CONTINGENCIES

LEASES

The Company has entered into a non-cancelable operating lease with an
affiliated entity (see Note 12) for its corporate offices and facilities. In
addition, the Company has entered into various operating lease agreements for
vehicles and sales facilities in two outlying markets.

F-58

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)
Future minimum rental commitments under these lease agreements with initial
or remaining terms of one year or more at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998.............................................. $134,299
1999.............................................. 136,138
2000.............................................. 90,297
2001.............................................. 68,500
--------
Total........................................... $429,234
========
</TABLE>

Rent expense was approximately $58,400, $128,400, and $42,900 for the years
ended December 31, 1996 and 1997 and the four months ended April 30, 1998,
respectively.

LITIGATION

The Company is involved in various litigation in the normal course of
business. The outcome of such litigation is not expected to have an adverse
effect on the Company.

NOTE 11--INCOME TAXES

Significant components of the provision for (benefit from) taxes based on
income for the years ended December 31 are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------
1996 1997
-------- ---------
<S> <C> <C>
Current
Federal.............................................. $ 3,390 $ 21,395
State................................................ 4,380 --
-------- ---------
7,770 21,395
-------- ---------
Deferred
Federal.............................................. 79,409 (88,750)
State................................................ 15,933 (19,482)
-------- ---------
95,342 (108,232)
-------- ---------
Provision for (benefit from) income taxes.......... $103,112 $ (86,837)
======== =========
</TABLE>

F-59

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 11--INCOME TAXES (CONTINUED)
A reconciliation of the provision for (benefit from) income tax expense with
the expected income tax computed by applying the federal statutory income tax
rate to income before provision for income taxes for the years ended
December 31 is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------
1996 1997
-------- --------
<S> <C> <C>
Income tax provision (benefit) computed at federal
statutory tax rate...................................... 34.0% 34.0 %
State taxes, net of federal benefit....................... 6.0 --
Differences arising from release of deferred tax liability
upon change of corporate filing status.................. -- (63.0)
Other..................................................... 19.0 --
----- -----
Total................................................... 59.0% (29.0)%
===== =====
</TABLE>

Significant components of the Company's deferred tax assets and liabilities
for federal income taxes consist of the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------
1996 1997
--------- --------
<S> <C> <C>
Deferred tax assets
Warranty reserve..................................... $ 8,400 $ --
Property and equipment............................... 5,081 --
--------- --------
13,481 --
--------- --------
Deferred tax liabilities
Costs and prepaid commissions on contracts in
progress in excess of billings..................... 111,104 --
Other................................................ 10,609 --
--------- --------
121,713 --
--------- --------
Net deferred tax liability......................... $(108,232) $ --
========= ========
</TABLE>

NOTE 12--RELATED PARTY TRANSACTIONS

On October 30, 1996, in connection with a sales lease-back transaction, the
Company began leasing its primary place of business from the majority
shareholder of the Company. The gain on the sale of $46,772 was recorded as a
deferred gain on the Company's financial statements. The lease expires
October 31, 2001. Future minimum aggregate lease payments required under the
lease are $390,000. For the years ended December 31, 1996 and 1997 and the four
months ended April 30, 1998, total rent paid to the affiliated company was
$13,700, $82,200 and $27,400, respectively. Amortization of the gain was $1,561,
$9,360 and $3,015 during the years ended December 31, 1996 and 1997 and the four
months ended April 30, 1998, respectively.

F-60

<PAGE>

PRIMAX WINDOW CO.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 12--RELATED PARTY TRANSACTIONS (CONTINUED)
During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company purchased substantially all of its windows from a
supplier partially owned by the Company's majority shareholder. Purchases from
this supplier were $2,040,094, $2,344,041, and $692,965 for the years ended
December 31, 1996 and 1997 and the four months ended April 30, 1998,
respectively.

During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company retained an advertising agency that was owned by the
Company's majority shareholder. Expenditures related to this agency were
$513,078, $545,524, and $86,166 for the years ended December 31, 1996 and 1997
and the four months ended April 30, 1998, respectively.

During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company conducted business with a company owned by the
Company's majority shareholder for messenger services. Expenditures related to
this Company were $10,068, $40,277, and $13,439 for the years ended
December 31, 1996 and 1997 and the four months ended April 30, 1998,
respectively.

During the year ended December 31, 1997 and the four months ended April 30,
1998, the Company charged administrative fees to a company owned by the majority
shareholder of the Company. Fees charged during the year ended December 31, 1997
and the four months ended April 30, 1998 were $42,100 and $48,800 respectively.

During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company entered into certain notes receivable agreements
with the two shareholders of the Company. As of December 31, 1996 and 1997 and
April 30, 1998, the Company was owed $137,494, $17,655 and $73,140 respectively.
Interest rates on these notes ranged from 6% to 8%, and all balances were paid
in full following April 30, 1998.

During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company entered into notes receivable agreements with two
companies controlled by the majority shareholder. Amounts owed the Company were
$180,401, $118,114, and $99,144 at December 31, 1996 and 1997 and April 30,
1998, respectively. Interest rates on the notes were 9.25% and 15%, and the
notes are due on October 6, 1998, and August 7, 1999. The Company is current on
these obligations.

During the year ended December 31, 1996, the Company leased an office with
its primary location of business to a related entity. Total rent collected for
the year was $14,000. The lease expired on October 30, 1996.

NOTE 13--ACQUISITION

On April 30, 1998, 100% of the Company's common stock was acquired by
ThermoView Industries, Inc.

F-61

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
The Rolox Companies

We have audited the accompanying combined balance sheets of The Rolox
Companies as of December 31, 1996, 1997 and April 30, 1998, and the related
combined statements of operations, shareholders' equity, and cash flows for each
of the two years in the period ended December 31, 1997 and the four months ended
April 30, 1998. These combined financial statements are the responsibility of
the Companies' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of The Rolox
Companies as of December 31, 1996, 1997 and April 30, 1998, and the combined
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997 and the four months ended April 30, 1998 in
conformity with generally accepted accounting principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
July 23, 1998

F-62

<PAGE>

THE ROLOX COMPANIES

COMBINED BALANCE SHEETS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- APRIL 30,
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 611 $ 3,504 $ 2,120
Accounts receivable, net of allowance for doubtful
accounts of $10,000 for all periods..................... 184,058 157,325 156,002
Inventory................................................. 46,250 46,250 46,250
Costs and prepaid commissions on contracts in progress in
excess of billings...................................... 190,153 55,589 90,007
Prepaid expenses.......................................... 1,544 9,784 1,051
--------- --------- ---------
Total current assets.................................. 422,616 272,452 295,430
--------- --------- ---------

Property and equipment
Furniture and fixtures.................................... 50,001 58,190 58,190
Vehicles.................................................. 92,442 32,580 69,348
--------- --------- ---------
142,443 90,770 127,538
Less accumulated depreciation............................. 68,605 66,010 69,875
--------- --------- ---------
Total property and equipment.......................... 73,838 24,760 57,663
--------- --------- ---------
Total assets........................................ $ 496,454 $ 297,212 $ 353,093
========= ========= =========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Current portion of long-term debt......................... $ 5,744 $ 6,189 $ 21,026
Accounts payable.......................................... 232,639 196,341 315,831
Overdraft at bank......................................... 32,061 -- --
Accrued liabilities:
Payroll................................................. 101,115 100,042 90,961
Warranty................................................ 37,500 37,500 37,500
Other................................................... 63,406 55,047 87,900
Billings in excess of costs and prepaid commissions on
contracts in progress................................... 183,652 72,738 14,373
--------- --------- ---------
Total current liabilities............................... 656,117 467,857 567,591
Long-term debt, net of current portion...................... 11,741 5,552 24,818
--------- --------- ---------
Total liabilities....................................... 667,858 473,409 592,409
--------- --------- ---------
Commitments and contingencies

Shareholders' deficit
Rolox of Kansas City, Inc.:
Common stock, $1.00 par value, 100 shares authorized,
issued and outstanding................................ 100 100 100
Additional paid in capital.............................. 400 400 400
Rolox of Wichita, Inc.:
Common stock, $1.00 par value, 1,000 shares authorized,
issued and outstanding................................ 1,000 1,000 1,000
Accumulated deficit....................................... (172,904) (177,697) (240,816)
--------- --------- ---------
Total shareholders' deficit............................. (171,404) (176,197) (239,316)
--------- --------- ---------
Total liabilities and shareholders' deficit........... $ 496,454 $ 297,212 $ 353,093
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63

<PAGE>

THE ROLOX COMPANIES

COMBINED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE FOUR MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
FOR THE FOUR
FOR THE YEARS ENDED MONTHS
DECEMBER 31, ENDED
------------------------- APRIL 30,
1996 1997 1998
----------- ----------- ------------
<S> <C> <C> <C>
Contract revenues...................................... $10,651,741 $10,353,840 $3,786,513
Contract costs......................................... 4,154,276 4,086,011 1,645,687
----------- ----------- ----------
Gross profit........................................... 6,497,465 6,267,829 2,140,826
----------- ----------- ----------
Operating expenses
Advertising.......................................... 761,608 704,607 225,139
Selling.............................................. 2,343,531 2,299,615 806,351
General and administrative........................... 3,293,800 3,259,499 1,171,920
----------- ----------- ----------
Total operating expenses........................... 6,398,939 6,263,721 2,203,410
----------- ----------- ----------
Income (loss) from operations.......................... 98,526 4,108 (62,584)
----------- ----------- ----------
Other expense
Interest expense..................................... (671) (1,191) (535)
Loss on sale of property and equipment............... -- (7,710) --
----------- ----------- ----------
Total other expense................................ (671) (8,901) (535)
----------- ----------- ----------
Net income (loss)...................................... $ 97,855 $ (4,793) $ (63,119)
=========== =========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64

<PAGE>

THE ROLOX COMPANIES

COMBINED STATEMENTS OF SHAREHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE FOUR MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
ROLOX OF
ROLOX OF KANSAS CITY, INC. WICHITA, INC.
-------------------------------- -------------------
COMMON STOCK ADDITIONAL COMMON STOCK
------------------- PAID-IN ------------------- ACCUMULATED
SHARES AMOUNT CAPITAL SHARES AMOUNT DEFICIT TOTAL
-------- -------- ---------- -------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995......... 100 $100 $400 1,000 $1,000 $(270,759) $(269,259)
Net income......................... 97,855 97,855
--- ---- ---- ----- ------ --------- ---------
Balance, December 31, 1996......... 100 100 400 1,000 1,000 (172,904) (171,404)
Net loss........................... (4,793) (4,793)
--- ---- ---- ----- ------ --------- ---------
Balance, December 31, 1997......... 100 100 400 1,000 1,000 (177,697) (176,197)
Net loss........................... (63,119) (63,119)
--- ---- ---- ----- ------ --------- ---------
Balance, April 30, 1998............ 100 $100 $400 1,000 $1,000 $(240,816) $(239,316)
=== ==== ==== ===== ====== ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-65

<PAGE>

THE ROLOX COMPANIES

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE FOUR MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED FOUR MONTHS
DECEMBER 31, ENDED
-------------------- APRIL 30,
1996 1997 1998
--------- -------- -----------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss)......................................... $ 97,855 $ (4,793) $(63,119)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation............................................ 11,699 10,953 3,865
Loss on sale of property and equipment.................. -- 7,710 --
(Increase) decrease in
Accounts receivable..................................... (34,833) 26,731 1,323
Costs and prepaid commissions on contracts in progress
in excess of billings................................. (14,123) 44,085 (34,418)
Prepaid expenses........................................ 6,208 (8,240) 8,733
Increase (decrease) in
Accounts payable........................................ (130,611) (36,838) 119,490
Other accrued liabilities............................... 5,987 (8,891) 23,772
Billings in excess of costs and prepaid commissions on
contracts in progress................................. 55,959 (20,433) (58,365)
--------- -------- --------
Net cash provided by (used in) operating activities..... (1,859) 10,284 1,281
--------- -------- --------
Cash flows from investing activities
Purchase of property and equipment........................ (9,335) (8,354) --
Proceeds from sale of property and equipment.............. 9,301 38,769 --
--------- -------- --------
Net cash provided by (used in) investing activities..... (34) 30,415 --
--------- -------- --------
Cash flows from financing activities
Net change in overdraft at bank........................... 4,190 (32,061) --
Payments on notes payable................................. (10,137) (5,745) (2,665)
--------- -------- --------
Net cash used in financing activities................... (5,947) (37,806) (2,665)
--------- -------- --------
Net increase (decrease) in cash and cash equivalents.... (7,840) 2,893 (1,384)
Cash and cash equivalents, beginning of period.............. 8,451 611 3,504
--------- -------- --------
Cash and cash equivalents, end of period.................... $ 611 $ 3,504 $ 2,120
========= ======== ========
Supplemental disclosures of cash flow information
Interest paid............................................. $ 671 $ 1,191 $ 535
========= ======== ========
Income taxes paid......................................... $ -- $ -- $ --
========= ======== ========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

On September 13, 1996, the Company purchased property and equipment with a
note payable in the amount of $18,808.

On March 18, 1998, the Company purchased fixed assets with notes payable in
the amount of $36,768.

The accompanying notes are an integral part of these financial statements.

F-66

<PAGE>

THE ROLOX COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 1--BUSINESS ACTIVITY AND BASIS OF PRESENTATION

The combined financial statements include the accounts and transactions of
Rolox of Kansas City, Inc., and Rolox of Wichita, Inc., together referred to
herein as "the Company." All material intercompany transactions and accounts
have been eliminated in the accompanying combined financial statements.

Management has chosen to omit RMS, Inc. ("RMS") from these combined
financial statements. RMS performs as a management company which employs the
Company's officers and collects fees for their services. Management believes
inclusion of RMS in these financial statements would have an immaterial effect.

The accompanying financial statements are presented on a combined basis as
each of the combined companies is owned by a common shareholder group, and the
Company comprises one operating segment primarily engaged in the design, retail
sale and installation of state-of-the-art vinyl replacement windows for the
existing home market. The majority of contracts are financed for the customers
by third party finance companies.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF ACCOUNTING FOR WINDOW INSTALLATION CONTRACTS

The accompanying financial statements have been prepared using the completed
contract-method of accounting for fixed-price contracts since the contracts are
of a short duration. Accordingly, revenue and costs of individual contracts are
included in operations in the year during which they are completed. Losses
expected to be incurred on contracts in progress are charged to operations in
the period such losses are determined. The aggregate of costs in uncompleted
contracts in excess of related billings is shown as an asset, and the aggregate
of billings on uncompleted contracts in excess of related costs is shown as a
liability.

Contract costs include all direct labor and benefits, materials unique to or
installed in the project, subcontract costs, and other direct installation
costs.

CASH AND CASH EQUIVALENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

INVENTORY

Inventory is stated on a first-in, first-out basis, at the lower of cost or
market, and consists primarily of supplies.

F-67

<PAGE>

THE ROLOX COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is generally
provided using the straight-line method. The estimated useful lives of the
related assets are as follows:

<TABLE>
<S> <C>
Furniture and fixtures...................................... 5 to 7 years
Vehicles.................................................... 3 to 5 years
</TABLE>

WARRANTIES

The Company provides the retail customer with a limited warranty covering
workmanship and manufacturing defects. The Company provides an accrual for
future warranty costs based upon the relationship of prior year's revenues to
estimated warranty costs. It is the Company's practice to classify the entire
warranty accrual as a current liability.

ADVERTISING EXPENSE

The Company accounts for advertising expenditures by charging to expense all
amounts as incurred.

INCOME TAXES

The two companies comprising the Company have elected to be taxed as S
corporations under the provisions of Subchapter S of the Internal Revenue Code.
Under those provisions, the companies do not pay federal income taxes on their
taxable income. Instead the shareholders are liable for federal income taxes on
the companies' taxable income.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RISK CONCENTRATIONS

The Company's customers are primarily homeowners located in Missouri and
Kansas. In addition, the Company purchases substantially all of its windows from
one related party supplier.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

F-68

<PAGE>

THE ROLOX COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
effective for financial statements issued for fiscal years beginning after
December 15, 1997. Management believes that SFAS No. 130 will not have a
material effect, if any, on the Company's financial statements.

NOTE 3--CASH AND CASH EQUIVALENTS

The Company maintains its cash balance at banks. Balances are insured by the
Federal Deposit Insurance Corporation up to $100,000. As of December 31, 1997,
the uninsured portion of the balance held at the bank aggregated to $19,998.

NOTE 4--ACCOUNTS RECEIVABLE

Accounts receivable consist primarily of amounts due from financing
companies related to construction projects already complete. The Company has
recorded an allowance for doubtful accounts of $10,000 and believes this to be
sufficient for any uncollectible amounts.

NOTE 5--CONTRACTS IN PROGRESS

Contract amounts, accumulated costs, and the related billings to date on
completed contracts and contracts in progress were as follows:

<TABLE>
<CAPTION>
CONTRACT CONTRACT
AMOUNTS COSTS
------------ -----------
<S> <C> <C>
Contracts in progress at December 31, 1995........ $ 1,658,923 $ 117,413
Contracts initiated during the year............... 10,621,354 4,152,305
Contracts completed during the year............... (10,651,741) (4,154,276)
------------ -----------

Contracts in progress at December 31, 1996........ 1,628,536 115,442
Contracts initiated during the year............... 10,295,836 4,053,617
Contracts completed during the year............... (10,353,840) (4,086,011)
------------ -----------

Contracts in progress at December 31, 1997........ 1,570,532 83,048
Contracts initiated during the year............... 4,153,588 1,732,643
Contracts completed during the year............... (3,786,513) (1,645,687)
------------ -----------
Construction contracts in progress at April 30,
1998.......................................... $ 1,937,607 $ 170,004
============ ===========
</TABLE>

F-69

<PAGE>

THE ROLOX COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 5--CONTRACTS IN PROGRESS (CONTINUED)
Contracts in progress:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE FOUR
DECEMBER 31, MONTHS ENDED
--------------------- APRIL 30,
1996 1997 1998
--------- --------- ------------
<S> <C> <C> <C>
Cumulative costs to date................. $ 115,442 $ 83,048 $170,004
Less cash collected to date.............. 229,327 204,318 225,269
--------- --------- --------
(113,885) (121,270) (55,265)
Plus prepaid commissions on uncompleted
contracts.............................. 120,386 104,121 130,899
--------- --------- --------
Net contracts in progress.............. $ 6,501 $ (17,149) $ 75,634
========= ========= ========
</TABLE>

Included in the accompanying combined balance sheet under the following
captions:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE FOUR
DECEMBER 31, MONTHS ENDED
-------------------- APRIL 30,
1996 1997 1998
--------- -------- ------------
<S> <C> <C> <C>
Costs and prepaid commissions on contracts
in progress in excess of billings....... $ 190,153 $ 55,589 $ 90,007
Billings in excess of costs and prepaid
commissions on contracts in progress.... (183,652) (72,738) (14,373)
--------- -------- --------
Total................................... $ 6,501 $(17,149) $ 75,634
========= ======== ========
</TABLE>

NOTE 6--LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE FOUR
DECEMBER 31, MONTHS ENDED
------------------- APRIL 30,
1996 1997 1998
-------- -------- ------------
<S> <C> <C> <C>
Notes payable to bank, with an original principal balance of
$18,808, bearing interest at a rate of 8.1%, secured by an
automobile, and maturing on October 13, 1998.............. $17,485 $11,741 $ 9,733
Notes payable to bank, with an original principal balance of
$36,768, bearing interest at rates ranging from 7.6% to
8.1%, secured by vehicles, and maturing on March 18,
2002...................................................... -- -- 36,111
------- ------- -------
17,485 11,741 45,844
Less current portion........................................ 5,744 6,189 21,026
------- ------- -------
Long-term portion......................................... $11,741 $ 5,552 $24,818
======= ======= =======
</TABLE>

F-70

<PAGE>

THE ROLOX COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 6--LONG-TERM DEBT (CONTINUED)
The following is a schedule by years of future maturities of long-term debt
as of December 31, 1997:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ------------------------
<S> <C>
1998........................................................ $ 6,189
1999........................................................ 5,552
-------
Total..................................................... $11,741
=======
</TABLE>

NOTE 7--EMPLOYEE BENEFIT PLAN

The Company has a profit sharing plan established in accordance with Section
401(k) of the Employee Retirement Income Security Act of 1974 as amended. The
plan covers substantially all eligible employees. Employee contributions to the
plan are elective, and matching contributions by the employer are optional. The
Company incurred $92,000 and $81,000 in contribution expense for the years ended
December 31, 1996 and 1997, respectively. No contribution was made for the four
months ended April 30, 1998.

NOTE 8--COMMITMENTS AND CONTINGENCIES

LEASES

The Company has entered into certain non-cancelable operating leases with
related parties for its corporate offices and facilities and for computer
equipment. In addition, the Company has entered into various operating lease
agreements for vehicles.

Future minimum rental commitments under these lease agreements with initial
or remaining terms of one year or more at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ------------------------
<S> <C>
1998........................................................ $ 271,709
1999........................................................ 285,801
2000........................................................ 272,964
2001........................................................ 269,200
2002........................................................ 89,733
----------
Total..................................................... $1,189,407
==========
</TABLE>

Rent expense was $190,183 and $202,258 for the years ended December 31, 1996
and 1997, respectively, and $72,033 for the four-month period ended April 30,
1998.

LITIGATION

The Company is involved in various litigation arising from the normal course
of business. The outcome of such litigation is not expected to have an adverse
effect on the Company.

F-71
<PAGE>

THE ROLOX COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND APRIL 30, 1998

NOTE 9--RELATED PARTY TRANSACTIONS

During the years ended December 31, 1996 and 1997 and for the four months
ended April 30, 1998, the Company paid fees to a related company for management
services in the amounts of $2,196,984, $1,957,439 and $680,000, respectively.

During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company purchased substantially all of its windows from a
supplier partially owned by the Company's majority shareholder. Purchases from
this supplier were $2,085,280, $2,230,765 and $564,858 for the years ended
December 31, 1996 and 1997 and the four months ended April 30, 1998,
respectively.

During the years ended December 31, 1996 and 1997 and the four months ended
April 30, 1998, the Company retained an advertising agency that was owned by the
Company's majority shareholder. Expenditures related to this agency were
$766,761, $660,370, and $232,816 for the years ended December 31, 1996 and 1997
and the four months ended April 30, 1998, respectively.

During the years ended December 31, 1996 and 1997, the Company had entered
into operating leases with a related party as follows:

- - The Company leases facilities in Grandview, Missouri from a company owned by
the majority shareholder under two separate leases. Both leases expire on
April 30, 2002, and required monthly payments of $8,333 and $3,667.

- - The Company leases facilities in Wichita, Kansas, from an affiliated entity
owned by the Company's majority shareholder. The lease expires April 30, 2002,
and requires monthly payments of $5,100.

- - The Company leases certain computer and telephone equipment from the majority
shareholder of the Company. The lease expires on April 30, 1998 and requires
monthly payments of $4,500.

NOTE 10--ACQUISITION

On April 30, 1998, 100% of the common stock of each of the companies
comprising the Company was acquired by ThermoView Industries, Inc.

F-72
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
American Home Remodeling

We have audited the accompanying balance sheets of American Home Remodeling
as of December 31, 1997 and July 9, 1998, and the related statements of
operations, shareholders' equity, and cash flows for the year ended December 31,
1997 and the period from January 1, 1998 through July 9, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Home Remodeling as
of December 31, 1997 and July 9, 1998, and the results of its operations and its
cash flows for the year ended December 31, 1997 and the period from January 1,
1998 through July 9, 1998 in conformity with generally accepted accounting
principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
February 5, 1999

F-73

<PAGE>

AMERICAN HOME REMODELING

BALANCE SHEETS

DECEMBER 31, 1997 AND JULY 9, 1998

<TABLE>
<CAPTION>
DECEMBER 31, JULY 9,
1997 1998
------------ --------
<S> <C> <C>
ASSETS
Current assets
Cash...................................................... $ -- $ 80,415
Accounts receivable, net of allowance for doubtful
accounts of $38,000 and $50,000......................... 16,359 2,562
-------- --------
Total current assets.................................... 16,359 82,977
-------- --------
Furniture and equipment
Office equipment.......................................... 89,398 91,142
Less accumulated depreciation............................. 81,085 82,884
-------- --------
Total furniture and equipment........................... 8,313 8,258
-------- --------
Other assets
Deposits.................................................. 4,752 4,752
Due from officers......................................... 110,832 --
-------- --------
Total assets.......................................... $140,256 $ 95,987
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank overdraft............................................ $ 18,343 $ --
Lines of credit........................................... 23,525 121,525
Accounts payable.......................................... 321,945 337,587
Billings in excess of costs and prepaid commissions on
contracts in progress................................... 115,071 203,303
Accrued liabilities....................................... 112,742 148,073
Due to related party...................................... 153,560 113,893
-------- --------
Total current liabilities............................... 745,186 924,381
-------- --------
Commitments and contingencies
Shareholders' equity
Common stock, no par value
100,000 shares authorized
40,000 shares issued and outstanding
Accumulated deficit....................................... (604,930) (828,394)
-------- --------
Total shareholders' deficit............................. (604,930) (828,394)
-------- --------
Total liabilities and shareholders' deficit........... $140,256 $ 95,987
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-74

<PAGE>

AMERICAN HOME REMODELING

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 9, 1998

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
JANUARY 1,
FOR THE 1998
YEAR ENDED THROUGH
DECEMBER 31, JULY 9,
1997 1998
------------ --------------
<S> <C> <C>
Contract revenues........................................... $6,325,454 $3,343,847
Contract costs.............................................. 3,028,114 1,262,510
---------- ----------
Gross profit................................................ 3,297,340 2,081,337
---------- ----------
Operating expenses
Advertising............................................... 269,452 37,375
Selling................................................... 1,546,721 699,284
General and administrative................................ 1,620,905 1,336,568
---------- ----------
Total operating expenses................................ 3,437,078 2,073,227
---------- ----------
Income (loss) from operations............................... (139,738) 8,110
---------- ----------
Other income (expense)
Interest income........................................... 9,433 542
Interest expense.......................................... (1,998) (4,587)
---------- ----------
Total other income (expense)............................ 7,435 (4,045)
---------- ----------
Income (loss) before provision for income taxes............. (132,303) 4,065
Provision for income taxes.................................. 1,775 --
---------- ----------
Net income (loss)..................................... $ (134,078) $ 4,065
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-75

<PAGE>

AMERICAN HOME REMODELING

STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 9, 1998

<TABLE>
<CAPTION>
COMMON STOCK
------------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1996............................. 40,000 $ -- $(422,252) $(422,252)
Distributions to shareholders.......................... (48,600) (48,600)
Net loss............................................... (134,078) (134,078)
------ ---- --------- ---------
Balance, December 31, 1997............................. 40,000 -- (604,930) (604,930)
Distributions to shareholders.......................... (227,529) (227,529)
Net income............................................. 4,065 4,065
------ ---- --------- ---------
Balance, July 9, 1998.................................. 40,000 $ -- $(828,394) $(828,394)
====== ==== ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-76

<PAGE>

AMERICAN HOME REMODELING

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 9, 1998

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE JANUARY 1, 1998
YEAR ENDED THROUGH
DECEMBER 31, JULY 9,
1997 1998
------------- -------------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss)......................................... $(134,078) $ 4,065
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation.......................................... 21,359 1,799
(Increase) decrease in
Billings in excess of costs and prepaid commissions..... 26,613 88,232
Accounts receivable..................................... (2,894) 13,797
Deposits................................................ (1,064) --
Increase (decrease) in
Accounts payable........................................ (44,919) 15,642
Other accrued liabilities............................... 87,741 35,331
--------- ---------
Net cash provided by (used in) operating activities... (47,242) 158,866
--------- ---------

Cash flows from investing activities
Purchase of furniture and equipment....................... (16,325) (1,744)
--------- ---------
Net cash used in investing activities................. (16,325) (1,744)
--------- ---------

Cash flows from financing activities
Net borrowing from officers............................... 31,248 --
Net borrowing from (payments to) related parties.......... 20,000 (39,667)
Net borrowing on lines of credit.......................... 23,525 98,000
Cash distributions to shareholders........................ (48,600) (116,697)
--------- ---------
Net cash provided by (used in) financing activities... 26,173 (58,364)
--------- ---------
Net increase (decrease) in cash and cash
equivalents....................................... (37,394) 98,758

Cash and cash equivalents (bank overdraft), beginning of
period.................................................... 19,051 (18,343)
--------- ---------

Cash and cash equivalents (bank overdraft), end of period... $ (18,343) $ 80,415
========= =========

Supplemental disclosures of cash flow information
Interest paid............................................. $ 1,998 $ 4,587
========= =========
Income taxes paid......................................... $ 975 $ 800
========= =========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the period January 1, 1998 to July 9, 1998, $110,832 of amounts due
from officers were distributed to the officers (shareholders) in the form of
distributions to shareholders.

The accompanying notes are an integral part of these financial statements.

F-77

<PAGE>

AMERICAN HOME REMODELING

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND JULY 9, 1998

NOTE 1--BUSINESS ACTIVITY

American Home Remodeling (the "Company") is a California corporation,
founded March 17, 1992. The Company's primary line of business is installing
replacement windows for the existing home market. The Company markets its
products primarily through the use of an extensive telemarketing effort. The
Company retains independent contractors for the installation of its products at
the customer's site.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF ACCOUNTING FOR WINDOW INSTALLATION AND CONTRACTS

The accompanying financial statements have been prepared using the
completed-contract method of accounting for fixed-price contracts since the
contracts are of a short duration. Accordingly, revenue and costs of individual
contracts are included in operations in the year during which they are
completed. Losses expected to be incurred on contracts in progress are charged
to operations in the period such losses are determined. The aggregate of costs
in uncompleted contracts in excess of related billings is shown as an asset, and
the aggregate of billings on uncompleted contracts in excess of related costs is
shown as a liability.

Contract costs include all direct labor and benefits, materials unique to or
installed in the project, subcontract costs, and other direct installation
costs.

CASH AND CASH EQUIVALENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

FURNITURE AND EQUIPMENT

Furniture and equipment are stated at cost. Depreciation is generally
provided using the straight-line method over the estimated useful lives of the
assets of three to five years.

WARRANTIES

The Company has a three-year warranty covering workmanship. The Company
provides an accrual for future warranty costs based upon the relationship of
prior year's revenues to estimated warranty costs. It is the Company's practice
to classify the entire warranty accrual as a current liability.

INCOME TAXES

Under the provisions of the Internal Revenue Code, the Company has elected
to be taxed as an "S" corporation, whereby the Company's taxable income or loss
and tax credits are passed through to its shareholders.

F-78

<PAGE>

AMERICAN HOME REMODELING

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND JULY 9, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RISK CONCENTRATIONS

The Company's customers are primarily homeowners located in Southern
California. The Company purchases substantially all of its Tex-Coting material
from one supplier. Purchases from this supplier were 56% of the Company's total
cost of sales for both the year ended December 31, 1997 and the period from
January 1, 1998 through July 9, 1998.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

F-79

<PAGE>

AMERICAN HOME REMODELING

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND JULY 9, 1998

NOTE 3--CONTRACTS IN PROGRESS

For the year ended December 31, 1997 and the period from January 1, 1998
through July 9, 1998, contract amounts, accumulated costs, and the related
billings to date on completed contracts and contracts in progress were as
follows:

<TABLE>
<CAPTION>
CONTRACT CONTRACT
AMOUNTS COSTS
----------- -----------
<S> <C> <C>
Contracts in progress at December 31, 1996......... $ 365,677 $ 69,252
Contracts initiated during the year................ 6,413,819 3,013,356
Contracts completed during the year................ (6,325,454) (3,028,114)
----------- -----------

Contracts in progress at December 31, 1997......... 454,042 54,494
Contracts initiated during the period.............. 3,465,492 1,265,617
Contracts completed during the period.............. (3,343,847) (1,262,510)
----------- -----------

Contracts in progress at July 9, 1998............ $ 575,687 $ 57,601
=========== ===========
</TABLE>

Contracts in progress:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE JANUARY 1, 1998
YEAR ENDED THROUGH
DECEMBER 31, JULY 9,
1997 1998
------------ -------------------
<S> <C> <C>
Cumulative costs to date....................... $ 54,494 $ 57,601
Plus prepaid commissions to date............... 28,468 39,140
Less cash collected to date.................... (198,033) (300,044)
--------- ---------
Net contracts in progress.................. $(115,071) $(203,303)
========= =========
</TABLE>

Included in the accompanying balance sheet under the following caption:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE JANUARY 1, 1998
YEAR ENDED THROUGH
DECEMBER 31, JULY 9,
1997 1998
------------ -------------------
<S> <C> <C>
Billings in excess of costs and prepaid
commissions on contracts in progress......... $(115,071) $(203,303)
========= =========
</TABLE>

NOTE 4--LINES OF CREDIT

The Company had available a $25,000 line of credit bearing interest at
9.75%. Any borrowings are collateralized by substantially all assets of the
Company and are personally guaranteed by the shareholders of the Company.
Outstanding borrowings as of December 31, 1997 and July 9, 1998 were $23,525 for
both periods.

F-80

<PAGE>

AMERICAN HOME REMODELING

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND JULY 9, 1998

NOTE 4--LINES OF CREDIT (CONTINUED)
The Company also had available a $100,000 line of credit, bearing interest
at 10%. Any borrowings are collateralized by substantially all the assets of the
Company and are personally guaranteed by the shareholders of the Company.
Outstanding borrowings as of July 9, 1998 were $98,000.

NOTE 5--COMMITMENTS AND CONTINGENCIES

LEASES

The Company has entered into an operating lease agreement for its facility.
The lease is terminable in 1999. The minimum rental commitment under this lease
agreement at December 31, 1997 is $48,450.

Management intends to extend the lease upon termination of the original
agreement.

Rent expense was approximately $56,060 and $28,638 for the year ended
December 31, 1997 and for the period from January 1, 1998 through July 9, 1998.

NOTE 6--RELATED PARTY TRANSACTIONS

During the year ended December 31, 1997, the Company had two notes payable
aggregating $153,560 due to related party, bearing interest at 0% and 10%. Both
notes have no stated due date. Balances due aggregated to $113,893 at July 9,
1998.

At December 31, 1997, the Company maintained two draw accounts receivable
aggregating to $110,832 from officers of the Company. The amounts are payable on
demand and bear no interest. During the period from January 1, 1998 through July
9, 1998, the Company distributed the accounts in the form of distributions to
shareholders.

NOTE 7--SUBSEQUENT EVENTS

On July 9, 1998, 100% of the Company's common stock was acquired by
ThermoView Industries, Inc.

F-81

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
Five Star Builders, Inc.

We have audited the accompanying balance sheets of Five Star Builders, Inc.
as of December 31, 1996 and 1997 and July 13, 1998, and the related statements
of operations, shareholders' equity, and cash flows for each of the two years in
the period ended December 31, 1997 and the period from January 1, 1998 through
July 13, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Five Star Builders, Inc. as
of December 31, 1996 and 1997 and July 13, 1998, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1997 and the period from January 1, 1998 through July 13, 1998 in
conformity with generally accepted accounting principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
December 30, 1998

F-82

<PAGE>

FIVE STAR BUILDERS, INC.

BALANCE SHEETS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JULY 13,
1996 1997 1998
-------- ---------- --------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 98,087 $ 424,422 $ 74,963
Costs and prepaid commissions on contracts in progress in
excess of billings...................................... 17,186 18,565 40,287
Accounts receivable, net of allowance for doubtful
accounts of $12,363, $13,877, and $14,328............... 296,702 283,655 240,694
Other receivables......................................... 33,936 16,190 21,836
Prepaid assets............................................ 10,304 3,385 24,133
Deferred tax asset........................................ -- -- 3,768
Income tax receivable..................................... -- -- 183,812
-------- ---------- --------
Total current assets.................................... 456,215 746,217 589,493
Furniture and equipment
Furniture and fixtures.................................... 73,096 71,744 81,247
Equipment................................................. 226,467 311,500 331,490
Leasehold improvements.................................... 2,146 2,146 25,774
-------- ---------- --------
301,709 385,390 438,511
Less accumulated depreciation............................. 66,224 108,070 153,753
-------- ---------- --------
Total furniture and equipment........................... 235,485 277,320 284,758
Other assets
Deposits.................................................. 5,252 5,252 11,894
-------- ---------- --------
Total assets............................................ $696,952 $1,028,789 $886,145
======== ========== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable.......................................... $119,954 $ 57,964 $ 90,725
Accrued liabilities:
Payroll and related..................................... 85,275 129,010 186,254
Warranty................................................ -- 40,865 48,664
Income taxes payable...................................... 136,815 247,851 197,504
Deferred taxes............................................ 5,282 4,977 --
Current portion of capital lease obligation............... 61,437 96,959 75,010
Accrued legal settlement.................................. -- -- 142,000
-------- ---------- --------
Total current liabilities............................... 408,763 577,626 740,157
Capital lease obligation, net of current portion............ 28,535 26,301 --
-------- ---------- --------
Total liabilities....................................... 437,298 603,927 740,157
-------- ---------- --------
Commitments and contingencies
Shareholders' equity
Common stock, no par value
1,000 shares authorized 450,900 and 900 shares issued
and outstanding......................................... 11,250 41,250 41,250
Subscriptions receivable.................................. -- (30,000) (30,000)
Retained earnings......................................... 248,404 413,612 134,738
-------- ---------- --------
Total shareholders' equity.............................. 259,654 424,862 145,988
-------- ---------- --------
Total liabilities and shareholders' equity............ $696,952 $1,028,789 $886,145
======== ========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-83

<PAGE>

FIVE STAR BUILDERS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 13, 1998

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
FOR THE YEARS ENDED JANUARY 1,
DECEMBER 31, 1998
----------------------- THROUGH
1996 1997 JULY 13, 1998
---------- ---------- -------------
<S> <C> <C> <C>
Contract revenues........................................ $6,171,891 $8,278,494 $3,349,814
Contract costs........................................... 2,098,147 2,333,756 992,461
---------- ---------- ----------
Gross profit............................................. 4,073,744 5,944,738 2,357,353
---------- ---------- ----------
Operating expenses
Advertising............................................ 12,516 197,728 38,076
Selling................................................ 1,516,695 1,309,519 1,087,700
General and administrative............................. 2,187,962 4,108,730 1,500,346
Legal settlement....................................... -- -- 202,000
---------- ---------- ----------
Total operating expenses............................. 3,717,173 5,615,977 2,828,122
---------- ---------- ----------
Income (loss) from operations............................ 356,571 328,761 (470,769)
---------- ---------- ----------
Other income (expense)
Interest income........................................ 1,455 8,031 8,038
Interest expense....................................... (7,672) (21,531) (8,700)
Loss on sale of assets................................. -- (15,623) --
---------- ---------- ----------
Total other income (expense)......................... (6,217) (29,123) (662)
---------- ---------- ----------
Income (loss) before provision for (benefit from) income
taxes.................................................. 350,354 299,638 (471,431)
Provision for (benefit from) income taxes................ 150,346 134,430 (192,557)
---------- ---------- ----------
Net income (loss).................................... $ 200,008 $ 165,208 $ (278,874)
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-84

<PAGE>

FIVE STAR BUILDERS, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 13, 1998

<TABLE>
<CAPTION>
COMMON STOCK
------------------- SUBSCRIPTIONS RETAINED
SHARES AMOUNT RECEIVABLE EARNINGS TOTAL
-------- -------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995................ 450 $11,250 $ -- $ 48,396 $ 59,646
Net income................................ 200,008 200,008
--- ------- -------- --------- ---------
Balance, December 31, 1996................ 450 11,250 248,404 259,654
Issuance of common stock for
subscriptions........................... 450 30,000 (30,000) --
Net income................................ 165,208 165,208
--- ------- -------- --------- ---------
Balance, December 31, 1997................ 900 41,250 (30,000) 413,612 424,862
Net loss.................................. (278,874) (278,874)
--- ------- -------- --------- ---------
Balance, July 13, 1998.................... 900 $41,250 $(30,000) $ 134,738 $ 145,988
=== ======= ======== ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-85

<PAGE>

FIVE STAR BUILDERS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 13, 1998

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
---------------------- JULY 13,
1996 1997 1998
----------- -------- -----------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss)......................................... $200,008 $165,208 $(278,874)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization........................... 10,351 68,749 45,682
Deferred taxes.......................................... 12,731 (305) (8,745)
Allowance for doubtful accounts......................... 8,175 1,514 451
Loss on sale of assets.................................. -- 15,623 --
(Increase) decrease in Costs and prepaid commissions in
excess of billings...................................... (32,764) (1,279) (21,722)
Accounts receivable....................................... (204,364) 11,433 42,510
Prepaid expenses and other current assets................. (6,624) 6,919 (20,748)
Other receivables......................................... (18,916) 17,746 (5,646)
Deposits and other long-term assets....................... (4,152) -- (6,642)
Income taxes receivable................................... -- -- (183,812)
Increase (decrease) in Accounts payable..................... 96,812 (61,991) 32,761
Accrued income taxes...................................... 136,815 111,036 (50,347)
Other accrued liabilities................................. 65,949 84,600 65,045
Accrued legal settlement.................................. -- -- 142,000
-------- -------- ---------
Net cash provided by (used in) operating activities......... 264,021 419,253 (248,087)
-------- -------- ---------
Cash flows from investing activities
Purchase of furniture and equipment....................... (61,606) (31,481) (53,122)
-------- -------- ---------
Net cash used in investing activities....................... (61,606) (31,481) (53,122)
-------- -------- ---------
Cash flows from financing activities
Principal payments on capital lease obligation............ (17,132) (61,437) (48,250)
-------- -------- ---------
Net cash used in financing activities....................... (17,132) (61,437) (48,250)
-------- -------- ---------
Net increase (decrease) in cash and cash equivalents........ $185,283 $326,335 $(349,459)
Cash and cash equivalents (book overdraft), beginning of
period.................................................... (87,196) 98,087 424,422
-------- -------- ---------
Cash and cash equivalents, end of period.................... $ 98,087 $424,422 $ 74,963
======== ======== =========
Supplemental disclosures of cash flow information
Interest paid............................................. $ 7,672 $ 21,531 $ 8,700
======== ======== =========
Income taxes paid......................................... $ 800 $ 23,699 $ 51,147
======== ======== =========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 1997, the Company entered into capital
lease agreements for assets valued at $94,723.

During the year ended December 31, 1997, the Company issued 450 shares of
common stock to an officer of the Company in exchange for a subscription
agreement for $30,000.

During the year ended December 31, 1996, the Company entered into capital
lease agreements for assets valued at $107,104.

The accompanying notes are an integral part of these financial statements.

F-86

<PAGE>

FIVE STAR BUILDERS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

NOTE 1--BUSINESS ACTIVITY

Five Star Builders, Inc. (the "Company") is a California corporation,
founded June 18, 1992. The Company's primary lines of business are retail
selling and installing state-of-the-art vinyl replacement windows for the
existing home market. The Company markets its products primarily through the use
of an extensive telemarketing effort. The Company retains independent
contractors for the installation of its products at the customer's site.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF ACCOUNTING FOR CONTRACTS

The accompanying financial statements have been prepared using the
completed-contract method of accounting for fixed-price contracts since the
contracts are of a short duration. Accordingly, revenue and costs of individual
contracts are included in operations in the year during which they are
completed. Losses expected to be incurred on contracts in progress are charged
to operations in the period such losses are determined. The aggregate of costs
in uncompleted contracts in excess of related billings is shown as an asset, and
the aggregate of billings on uncompleted contracts in excess of related costs is
shown as a liability.

Contract costs include all direct labor and benefits, materials unique to or
installed in the project, subcontract costs, and other direct installation
costs.

CASH AND CASH EQUIVALENTS

OTHER RECEIVABLES

Other receivables consist primarily of advances to employees. All amounts
are expected to be recovered, and as such, no allowance for uncollectible
amounts is deemed necessary.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FURNITURE AND EQUIPMENT

Furniture and equipment are stated at cost. Depreciation and amortization
are generally provided using the straight-line method. The estimated useful
lives of the related assets are as follows:

<TABLE>
<S> <C>
Furniture and fixtures............... 3 to 5 years
Equipment............................ 3 to 5 years
Leasehold improvements............... shorter of length of lease or
estimated useful life
</TABLE>

F-87

<PAGE>

FIVE STAR BUILDERS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
WARRANTIES

The Company provides the retail customer with a warranty covering
workmanship and manufacturing defects. The Company provides an accrual for
future warranty costs based upon the relationship of prior year's revenues to
estimated warranty costs. It is the Company's practice to classify the entire
warranty accrual as a current liability.

ADVERTISING EXPENSE

The Company accounts for advertising expenditures by charging to expense all
amounts as incurred.

INCOME TAXES

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RISK CONCENTRATIONS

The Company's customers are primarily homeowners located in Southern
California.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

F-88

<PAGE>

FIVE STAR BUILDERS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

NOTE 3--CASH AND CASH EQUIVALENTS

NOTE 4--CONTRACTS IN PROGRESS

For the years ended December 31, 1996 and 1997 and for the period from
January 1, 1998 through July 13, 1998, contract amounts, accumulated costs, and
the related billings to date on completed contracts and contracts in progress
were as follows:

<TABLE>
<CAPTION>
CONTRACT CONTRACT
AMOUNTS COSTS
----------- -----------
<S> <C> <C>
Contracts in progress at December 31, 1995......... $ 48,234 $ 3,337
Contracts initiated during the year................ 6,429,352 2,118,946
Contracts completed during the year................ (6,171,891) (2,098,147)
----------- -----------

Contracts in progress at December 31, 1996......... 305,695 24,136
Contracts initiated during the year................ 8,294,631 2,329,969
Contracts completed during the year................ (8,278,494) (2,333,756)
----------- -----------

Contracts in progress at December 31, 1997......... 321,832 20,349
Contracts initiated during the period.............. 3,220,937 1,008,682
Contracts completed during the period.............. (3,349,814) (992,461)
----------- -----------
Contracts in progress at July 13, 1998........... $ 192,955 $ 36,570
=========== ===========
</TABLE>

Contracts in progress:

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
------------------- JULY 13,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Cumulative costs to date....................... $24,136 $20,349 $36,570
Less cash collected to date.................... (8,652) (7,990) (3,699)
Plus prepaid commissions on contracts in
progress..................................... 1,702 6,206 7,416
------- ------- -------
Net contracts in progress.................. $17,186 $18,565 $40,287
======= ======= =======
</TABLE>

F-89

<PAGE>

FIVE STAR BUILDERS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

NOTE 4--CONTRACTS IN PROGRESS (CONTINUED)

Included in the accompanying balance sheet under the following caption:

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
------------------- JULY 13,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Costs and prepaid commissions on contracts in
progress in excess of billings............... $17,186 $18,565 $40,287
======= ======= =======
</TABLE>

NOTE 5--COMMITMENTS AND CONTINGENCIES

LEASES

The Company has entered into various operating leases for facilities and
equipment. The Company also leases certain office and computer equipment under
non-cancelable, capital lease arrangements. Future minimum payments under
capital and operating leases with initial or remaining terms of one year or more
at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
OPERATING CAPITAL
YEAR ENDING DECEMBER 31, LEASES LEASES
- ------------------------ --------- --------
<S> <C> <C>
1998.................................................... $ 43,020 $ 96,961
1999.................................................... 36,156 39,587
2000.................................................... 26,784 4,319
-------- --------
$105,960 140,867
========
Less amount representing interest....................... 17,607
--------
123,260
Less current portion.................................... 96,959
--------
Long-term portion..................................... $ 26,301
========
</TABLE>

Assets capitalized under capital lease agreements at December 31, 1997 were
valued at $201,827.

On January 1, 1998 and March 1, 1998, the Company entered into operating
leases for office spaces which have a total future commitment of $265,107.

LITIGATION

During the period from January 1, 1998 through July 13, 1998, the Company
settled a lawsuit arising from the Company's construction and installation
activities. The settlement called for payments totaling $202,000 and required an
initial payment of $60,000 on June 12, 1998, $43,000 on September 1, 1998, and
three quarterly payments thereafter of $33,000 beginning on January 6, 1999.

In addition, the Company is involved in various other litigation in the
normal course of business. The outcome of such litigation is not expected to
have a material effect on the Company.

F-90

<PAGE>

FIVE STAR BUILDERS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

NOTE 6--INCOME TAXES

Significant components of the provision for (benefit from) taxes based on
income for the years ended December 31, 1996 and 1997 and the period from
January 1, 1998 through July 13, 1998 are as follows:

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
------------------- JULY 13,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Current
Federal.................................... $109,196 $106,846 $(145,639)
State...................................... 28,419 27,889 (38,173)
-------- -------- ---------
137,615 134,735 (183,812)
-------- -------- ---------
Deferred
Federal.................................... 2,320 (53) (6,716)
State...................................... 10,411 (252) (2,029)
-------- -------- ---------
12,731 (305) (8,745)
-------- -------- ---------
Provision for (benefit from) income
taxes.................................. $150,346 $134,430 $(192,557)
======== ======== =========
</TABLE>

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
------------------- JULY 13,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Income tax provision (benefit) computed at
federal statutory tax rate................... 34.0% 34.0% (34.0)%
State taxes, net of federal benefit............ 6.0 6.0 (6.0)
Permanent, differences, and other.............. 3.0 5.0 (1.0)
---- ---- -----
Total........................................ 43.0% 45.0% (41.0)%
==== ==== =====
</TABLE>

F-91

<PAGE>

FIVE STAR BUILDERS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, DECEMBER 31, 1997 AND JULY 13, 1998

NOTE 6--INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets and liabilities
for income taxes consist of the following:

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1,
FOR THE YEARS ENDED 1998
DECEMBER 31, THROUGH
------------------- JULY 13,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Deferred tax asset
Warranty reserve.............................. $ -- $ -- $19,529
------- ------- -------
Deferred tax liability
Contracts in process.......................... 5,282 4,977 15,761
------- ------- -------
Net deferred tax asset (liability).......... $(5,282) $(4,977) $ 3,768
======= ======= =======
</TABLE>

The Company files its income tax returns on a fiscal year-end, not calendar
year-end basis. Deferred taxes are stated as if the Company filed its income tax
returns at December 31.

NOTE 7--RELATED PARTY TRANSACTIONS

During the year ended December 31, 1997, the Company issued an
interest-bearing note receivable for $30,000 in exchange for common stock to an
officer of the Company. The note was due at December 31, 1997 and was in default
at that date and at July 13, 1998.

NOTE 8--SUBSEQUENT EVENTS

On July 13, 1998, the Company entered into a three year employment agreement
with a former director and officer of the Company. The agreement calls for a
base yearly salary of $200,000, plus various incentives.

On July 13, 1998, 100% of the Company's common stock was acquired by
ThermoView Industries, Inc.

F-92

<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors

ThermoView Industries, Inc.

We have audited the accompanying balance sheet of NuView Industries, Inc. as
of July 21, 1998 and the related statements of operations and accumulated
deficit and cash flows for the period from January 1, 1998 through July 21,
1998. These financial statements are the responsibility of the NuView
Industries, Inc.'s management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NuView Industries, Inc. at
July 21, 1998 and the results of its operations and its cash flows for the
period from January 1, 1998 through July 21, 1998 in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

Louisville, Kentucky

January 15, 1999

F-93

<PAGE>

NUVIEW INDUSTRIES, INC.

BALANCE SHEET

JULY 21, 1998

<TABLE>
<S> <C>
ASSETS

Current assets:
Cash...................................................... $ 19,287
Accounts receivable....................................... 10,162
Note receivable--stockholder.............................. 150,000
Inventories............................................... 26,593
Costs in excess of billings on uncompleted contracts...... 2,080
Prepaid commissions....................................... 29,389
---------
Total current assets........................................ 237,511
Property and equipment, net................................. 44,127
Other assets................................................ 16,000
---------
Total assets................................................ $ 297,638
=========

LIABILITIES AND STOCKHOLDER'S DEFICIENCY

Current liabilities:
Accounts payable.......................................... $ 217,492
Accrued expenses.......................................... 137,030
Billings in excess of costs on uncompleted contracts...... 73,260
Current portion of long-term debt......................... 8,155
---------
Total current liabilities................................... 435,937
Long-term debt, less current portion........................ 15,015
Stockholder's deficiency:
Common stock, no par value; 30,000 shares authorized, 100
shares issued and outstanding........................... 500
Accumulated deficit....................................... (153,814)
---------
Total stockholder's deficiency.............................. (153,314)
---------
Total liabilities and stockholder's deficiency.............. $ 297,638
=========
</TABLE>

See accompanying notes.

F-94

<PAGE>

NUVIEW INDUSTRIES, INC.

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

PERIOD FROM JANUARY 1, 1998 THROUGH JULY 21, 1998

<TABLE>
<S> <C>
Contract revenue............................................ $2,478,656

Cost of revenues earned..................................... 964,341
----------

Gross profit................................................ 1,514,315

Selling, general and administrative expenses................ 1,529,889
Depreciation................................................ 6,957
----------

Loss from operations........................................ (22,531)

Interest income, net........................................ 1,610
----------

Net loss.................................................... (20,921)

Accumulated deficit, beginning of period.................... (132,893)
----------

Accumulated deficit, end of period.......................... $ (153,814)
==========
</TABLE>

See accompanying notes.

F-95

<PAGE>

NUVIEW INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

PERIOD FROM JANUARY 1, 1998 THROUGH JULY 21, 1998

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $ (20,921)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation............................................ 6,957
Changes in operating assets and liabilities:
Accounts receivable................................... 7,954
Inventories........................................... (593)
Costs in excess of billings on uncompleted
contracts........................................... (5,486)
Prepaid commissions................................... (8,047)
Other assets.......................................... (16,000)
Accounts payable...................................... 131,769
Accrued expenses...................................... (33,612)
Billings in excess of costs on uncompleted
contracts........................................... 18,673
---------
Net cash provided by operating activities................... 80,694

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment......................... (27,268)
Advances to stockholder..................................... (137,744)
---------
Net cash used in investing activities....................... (165,012)

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in restricted cash................................. 50,000
Proceeds from notes payable................................. 15,071
Payments on notes payable................................... (12,761)
---------
Net cash provided by financing activities................... 52,310
---------

Net decrease in cash........................................ (32,008)
Cash, beginning of period................................... 51,295
---------
Cash, end of period......................................... $ 19,287
=========
</TABLE>

See accompanying notes.

F-96

<PAGE>

NUVIEW INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

JULY 21, 1998

1. ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

NuView Industries, Inc. (NuView) sells and installs home improvement
products in the St. Louis Metropolitan area, with offices in St. Louis,
Missouri, and Decatur, Illinois. NuView has an exclusive territory and product
line from Precision Window Mfg., Inc. in the states of Missouri and Illinois.
NuView's principal product lines are Barricade thermal replacement windows,
Barricade steel entry and patio doors, Barricade vinyl siding and accessories.
The Company does not finance customer purchases. More than half of the total
business is financed through banks or finance companies.

Effective July 22, 1998, the Company was purchased by ThermoView Industries,
Inc. and changed its name to ThermoView of Missouri.

REVENUE RECOGNITION

Contract costs include all direct material and labor costs and those
indirect costs related to contract performance such as indirect labor and
supplies costs. General and administrative costs are charged to expense as
incurred. Provisions for estimated losses on uncompleted contracts are made in
the period in which such losses are determined.

Costs in excess of amounts billed are classified under current assets as
costs in excess of billings on uncompleted contracts. Billings in excess of
costs are classified under current liabilities as billings in excess of costs on
uncompleted contracts.

INVENTORIES

Inventories are recorded at the lower of cost (weighted average basis) or
market. Inventories primarily consist of finished goods, parts and supplies.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for major renewals
and improvements which increase the useful lives of assets are capitalized.
Maintenance, repairs and minor renewals are expensed as incurred. Assets are
depreciated on accelerated methods over their estimated useful lives which
generally range from 5 to 7 years.

WARRANTIES

The Company provides the retail customer with a one year warranty covering
workmanship. The Company expenses warranty costs as incurred.

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising expense was
approximately $58,000 for the period from January 1, 1998 through July 21, 1998.

F-97

<PAGE>

NUVIEW INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JULY 21, 1998

1. ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

The Company has elected to be taxed as an S corporation under the provisions
of Subchapter S of the Internal Revenue Code. Under those provisions, the
Company does not pay federal corporate income taxes on its taxable income.
Instead, the Company's taxable income or loss passes through to the stockholder.

USE OF ESTIMATES

2. RELATED PARTY TRANSACTIONS

The Company entered into a $50,000 line of credit with Magna Bank late in
1997, for which the bank required collateral. A $50,000 certificate of deposit
was established as the collateral. When the line of credit was canceled in 1998,
the stockholder received the cash for the certificate of deposit as an advance.

3. PROPERTY AND EQUIPMENT

Property and equipment at July 21, 1998 consists of the following:

<TABLE>
<S> <C>
Furniture, fixtures and equipment........................... $ 10,878
Computer equipment.......................................... 15,621
Automobiles................................................. 29,879
--------
56,378
Less accumulated depreciation............................... (12,251)
--------
$ 44,127
========
</TABLE>

4. UNCOMPLETED CONTRACTS

Costs and billings on uncompleted contracts at July 21, 1998 are as follows:

<TABLE>
<S> <C>
Costs incurred on uncompleted contracts..................... $ 17,512
Billings to date............................................ (88,692)
--------
$(71,180)
========
</TABLE>

F-98

<PAGE>

NUVIEW INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JULY 21, 1998

4. UNCOMPLETED CONTRACTS (CONTINUED)
These amounts are included in the accompanying balance sheet under the
following captions:

<TABLE>
<S> <C>
Costs in excess of billings on uncompleted contracts........ $ 2,080
Billings in excess of costs on uncompleted contracts........ (73,260)
--------
$(71,180)
========
</TABLE>

5. ACCRUED EXPENSES

Accrued expenses as of July 21, 1998 consist of the following:

<TABLE>
<S> <C>
Wages....................................................... $ 61,105
Payroll taxes............................................... 70,553
Other....................................................... 5,372
--------
$137,030
========
</TABLE>

6. LONG-TERM DEBT

Long-term debt at July 21, 1998 consists of the following:

<TABLE>
<S> <C>
Note payable to stockholder, interest at 10%, monthly
principal and interest payments of $400, due in June
2000...................................................... $ 8,682
Note payable to finance company, interest at 3.9%, principal
and interest payments of $339, due in May 2000............ 14,488
-------
23,170
Less current portion........................................ 8,155
-------
$15,015
=======
</TABLE>

Aggregate principal payments of long-term debt at July 21, 1998 are as
follows (on a calendar year basis):

Substantially all of the Company's assets are pledged as collateral under
financing and various lease agreements.

F-99

<PAGE>

NUVIEW INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JULY 21, 1998

7. COMMITMENTS AND CONTINGENCIES

The Company leases an office building from a previous stockholder and also
leases equipment and vehicles under noncancelable operating leases. There are no
future commitments associated with the lease for the office building, as the
agreement is on a month-to-month basis and requires monthly rents of $2,000.
Future minimum lease payments for other operating leases at July 21, 1998 are as
follows (on a calendar year basis):

<TABLE>
<S> <C>
1998........................................................ $33,305
1999........................................................ 25,071
-------
Total....................................................... $58,376
=======
</TABLE>

The Company incurred rental expense under noncancellable operating leases
amounting to approximately $44,000 for the period from January 1, 1998 through
July 21, 1998 (including $13,354 to the previous stockholder).

8. YEAR 2000 READINESS (UNAUDITED)

The Company has initiated an assessment of the possible impact of Year 2000
issues to assure they are prepared to effectively deal with transactions in the
Year 2000 and beyond. This "Year 2000 Problem" creates risk for the Company from
unforeseen sources in its own computer systems and from third parties with whom
the Company deals on financial transactions.

The Company intends to achieve uninterrupted, high quality performance from
its computer systems before, during and after the year 2000. The cost of
assessment and ultimate assurance as to readiness is being expensed as incurred.
Total incremental spending by the Company is not expected to be material to the
Company's operations, liquidity or capital resources.

In addition to taking every reasonable step to secure its internal systems
and external relationships, the Company is further developing contingency plans
to assure that unexpected failures will not adversely affect operations. The
Company intends to monitor these processes through the rollover of 1999 into
2000 and to implement quickly alternate solutions if necessary.

Despite the Company's efforts and contingency plans, non compliant computer
systems could have a material effect on operations and financial position.

F-100

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To The Board of Directors
LEINGANG SIDING AND WINDOW, INC.
Mandan, North Dakota

I have audited the accompanying balance sheets of Leingang Siding and
Window, Inc., as of December 31, 1996 and 1997 and August 14, 1998, and the
related statements of income changes in retained earnings and cash flows for the
periods then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform my audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Leingang Siding and Window,
Inc. as of December 31, 1996 and 1997 and August 14, 1998 and the results of its
operations and its cash flows for the periods then ended, in conformity with
generally accepted accounting principles.

RODNEY W. MELBY

Bismarck, North Dakota
January 15, 1999

F-101

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash...................................................... $ 18,276 $ 26,960 $ 170,766
Trade receivables, net of allowance for doubtful accounts
of $15,000.............................................. 402,992 618,978 483,459
Due from employees........................................ 35,724 40,647 19,428
Due from officer.......................................... 86,177 96,177 68,505
Due from related company--Thermal Line Windows, L.L.P..... -- -- 1,873
Notes receivable.......................................... -- 20,376 44,035
Accrued interest receivable............................... -- -- 279
Accrued refunds receivable................................ -- -- 19,776
Costs in excess of billings on uncompleted contracts...... 178,206 67,231 36,618
Prepaid expenses.......................................... -- -- 17,804
---------- ---------- ----------
Total current assets.................................. 721,375 870,369 862,543
---------- ---------- ----------
Other Assets
Financing costs, net of amortization...................... 7,785 7,108 6,685
Other investments......................................... 1,000 1,000 1,000
---------- ---------- ----------
Total other assets.................................... 8,785 8,108 7,685
---------- ---------- ----------
Property and Equipment
Building Improvements..................................... 32,942 37,663 41,524
Vehicles and equipment.................................... 228,882 276,276 258,291
Office equipment.......................................... 131,955 160,437 182,205
---------- ---------- ----------
Total................................................. 393,779 474,376 482,020
Less--accumulated depreciation........................ 74,568 98,689 109,646
---------- ---------- ----------
Total property, plant and equipment..................... 319,211 375,687 372,374
---------- ---------- ----------
Total assets............................................ $1,049,371 $1,254,164 $1,242,602
========== ========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable.......................................... $ 117,260 $ 159,842 $ 90,281
Due to officer............................................ -- -- 813
Due to Thermal Line Windows, L.L.P........................ 152,190 26,326 148,185
10% Note payable to bank, secured by all accounts
receivable, inventories, equipment, general intangibles
and personal guarantee of stockholders.................. -- 30,000 --
Current maturity of note payable.......................... 9,522 18,764 --
Accrued liabilities--
Wages................................................... 113,060 137,868 152,928
Workers Compensation.................................... 23,375 26,319 4,825
Payroll and local taxes................................. 20,212 10,322 10,359
Retirement plan......................................... 4,334 15,965 2,784
Rent.................................................... -- -- 7,000
---------- ---------- ----------
Total current liabilities............................. 439,953 425,406 417,175
Long Term Debt
Note payable, net of current maturity included above...... 27,792 49,576 --
---------- ---------- ----------
Total liabilities..................................... 467,745 474,982 417,175
---------- ---------- ----------
Stockholder's Equity
Common stock, par value $4 per share--
Authorized 25,000 shares, issued and outstanding 24,408
shares.................................................. 97,632 97,632 97,632
Retained earnings......................................... 483,994 681,550 727,795
---------- ---------- ----------
Total stockholder's equity............................ 581,626 779,182 825,427
---------- ---------- ----------
Total liabilities and equity.......................... $1,049,371 $1,254,164 $1,242,602
========== ========== ==========
</TABLE>

See notes to financial statements.

F-102

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

STATEMENTS OF INCOME

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Sales.................................................... $4,204,405 $5,457,411 $3,379,359
---------- ---------- ----------
Direct Costs
Materials.............................................. 1,997,444 2,318,494 1,460,659
Labor and benefits..................................... 944,229 1,273,830 879,817
---------- ---------- ----------
Total direct costs................................... 2,941,673 3,592,324 2,340,476
---------- ---------- ----------
Gross profit on sales................................ 1,262,732 1,865,087 1,038,883
Operating Expense........................................ 1,233,706 1,426,360 933,671
---------- ---------- ----------
Operating income....................................... 29,026 438,727 105,212
---------- ---------- ----------
Other Income (Expense)
Interest expense....................................... (5,578) (17,661) (12,902)
Gain (loss) on sale of equipment....................... (4,977) (4,762) 719
Interest income........................................ 5,620 4,763 2,567
Miscellaneous income................................... 8,976 11,489 6,649
---------- ---------- ----------
Total other income (expense)......................... 4,041 (6,171) (2,967)
---------- ---------- ----------
Net Income............................................... $ 33,067 $ 432,556 $ 102,245
========== ========== ==========
</TABLE>

See notes to financial statements.

F-103

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

STATEMENTS OF CHANGES IN RETAINED EARNINGS

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
--------- --------- -----------
<S> <C> <C> <C>
Balance, Beginning of Period................................ $ 550,927 $ 483,994 $681,550
Distributions............................................... (100,000) (235,000) (56,000)
Net Income for the period................................... 33,067 432,556 102,245
--------- --------- --------
Balance, End of Period...................................... $ 483,994 $ 681,550 $727,795
========= ========= ========
</TABLE>

See notes to financial statements.

F-104

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities
Cash received from customers......................... $ 4,253,747 $ 5,176,253 $ 3,538,914
Interest received.................................... 5,620 4,763 2,288
Miscellaneous receipts............................... 8,976 11,489 6,649
Interest expense..................................... (5,578) (17,661) (12,902)
Cash disbursements for costs and expenses............ (4,074,286) (4,842,495) (3,233,615)
----------- ----------- -----------
Total.............................................. 188,479 332,349 301,334
----------- ----------- -----------
Investing Activities
Purchase of equipment and improvements............... (129,247) (143,147) (92,822)
Repayment of shareholder loan........................ 10,215 (10,000) 96,990
Employee receivable collection....................... 19,146 (4,923) 21,219
Proceeds on sale of equipment........................ 9,550 28,756 63,589
Loans to customers................................... -- (20,376) (23,659)
Advance to officer................................... -- -- (68,505)
----------- ----------- -----------
Total.............................................. (90,336) (149,690) (3,188)
----------- ----------- -----------
Financing Activities
Short term borrowing................................. -- 30,000 --
Repayment of short-term debt......................... 20,000 65,000 (30,000)
Repayment of long-term debt.......................... (8,315) (33,975) (68,340)
Distributions to shareholder......................... (100,000) (235,000) (56,000)
----------- ----------- -----------
Total.............................................. (88,315) (173,975) (154,340)
----------- ----------- -----------
Net Increase in Cash................................... 9,828 8,684 143,806
Cash Balance, Beginning of Period...................... 8,448 18,276 26,960
----------- ----------- -----------
Cash Balance, End of Period............................ $ 18,276 $ 26,960 $ 170,766
=========== =========== ===========
Reconciliation of Net Income to Cash Flows from
Operating Activities
Net income for the period............................ $ 33,067 $ 432,556 $ 102,245
Reconciling items--
Depreciation and amortization...................... 37,843 53,831 33,688
(Gain)/Loss on sale of equipment................... 4,977 4,762 (719)
Changes in--
Trade receivable................................... (402) (215,986) 133,646
Costs in excess of billings........................ (175,805) 110,975 30,613
Prepaid expenses................................... 6,795 -- (17,804)
Lease deposit...................................... 1,000 -- --
Accrued interest receivable........................ -- -- (279)
Accrued refunds receivable......................... -- -- (19,776)
Accounts payable................................... 167,538 43,145 52,298
Accrued liabilities................................ 82,686 29,493 (12,578)
Related company payables........................... 30,780 (126,427) --
----------- ----------- -----------
Cash flows from operating activities................. $ 188,479 $ 332,349 $ 301,334
=========== =========== ===========
</TABLE>

See notes to financial statements.

F-105

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Nature of Business--

The Company is engaged in retail sales and installation of exterior
building products including siding, gutters, and windows, throughout
North and South Dakota.

b. Depreciation--

Property and equipment are stated at cost. It is the policy of the
company to provide depreciation based on the estimated useful lives of
the individual units. Depreciation is computed using the straight-line
method with estimated useful lives as follows:

<TABLE>
<S> <C>
Building improvements....................................... 25 years
Vehicles and equipment...................................... 5-10 years
Office equipment............................................ 5-10 years
</TABLE>

Depreciation expense for 1996 and 1997 were $37,166 and $53,154
respectively. Depreciation expense from January 1 to August 14, 1998 was
$33,265.

c. Revenue Recognition--

The Company requires a deposit from most customers prior to the start of
a project. Contracts and sales orders are recognized as income upon
completion of the contract since the contracts are of a short duration.
The Company is on the accrual basis of accounting.

Contract costs include all direct material, subcontract, subsistence and
labor costs and those indirect costs related to contract performance,
such as payroll taxes, retirement and other employee benefits. General
and administrative costs are charged to expense as incurred.

d. Use of Estimates--

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

e. Income Taxes--

The Company has elected to be taxed under the provisions of Subchapter S
of the Internal Revenue Code. Under those provisions, the Company does
not pay federal and state corporate income taxes on its taxable income.
Instead, the stockholder is liable for individual federal and state
income taxes on the Company's taxable income.

Accelerated depreciation is used for tax reporting, and straight line
depreciation is used for financial statement reporting.

f. Retirement Plan--

The Company adopted a defined contribution retirement plan covering all
employees who work 1,000 hours or more the first year and 500 hours per
year thereafter, who have been employed at least one year. The employees
may contribute up to 8% of their eligible compensation. The Company will
match 25% of the employees contribution but limited to 1% of
compensation. The Company may also make discretionary contributions to a
profit sharing plan from time to time.

F-106

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Retirement plan $7,410 and $25,586 respectively for the years 1996 and
1997. Retirement plan expense through August 14, 1998 was $7,019.

g. Advertising Costs--

Advertising costs are expensed as incurred. Total advertising costs for
1996 and 1997 were $124,200 and $169,011 respectively. Advertising costs
for the period ended August 14, 1998 were $128,580.

2. LOAN GUARANTEE

a. The Company has guaranteed the loans of $1,338,957 of Mr. Alvin Leingang
who refinanced his mortgage note payable during 1993 to provide funds for
additional expansion of the plant for North Country Thermal Line, Inc., a
new building for Leingang Siding & Window, Inc., for additional equipment
and working capital. One loan of $957,051 is 70% guaranteed by the U.S.
Small Business Administration (SBA). The mortgage notes of Mr. Al
Leingang are payable in monthly installments of $13,119 beginning
January 1, 1994, with a final maturity date of December 1, 2008. Interest
is computed 2% over New York National Prime and will be adjusted
annually. The present stated interest rate is 10.25%. However, $420,000
of the loan is being subsidized by the P.A.C.E. program administered by
the Bank of North Dakota and the Mandan Growth Fund whereby the net
interest rate to the Al Leingang Rental proprietorship is 1%. The related
companies must demonstrate that there is one job created for every
$75,000 of total borrowing. The collateral for this loan is all land,
buildings, equipment, inventory, accounts receivable and contract rights
of Leingang Siding & Window, Inc., North Country Thermal Line, Inc., and
Alvin Leingang. The loan is also guaranteed by these same entities. In
addition, life insurance on Alvin Leingang of $1,000,000 is assigned to
the bank. The loan agreements provide, among other things, the following:

1) No dividends or distributions may be made without the written consent
of the lender or SBA.

2) Salary and/or draw shall be limited to $125,000 per year from the
corporations, plus income tax due on corporate and proprietorship
income.

3) Capital purchases are limited to $50,000 per year without prior
approval of lender or SBA.

4) The companies must provide insurance coverage for fire, flood and
extended coverage equal to the face amount of the loan.

5) No additional debt may be acquired without prior approval from the
bank.

6) Minimum cash flows must be $250,000 on an annual basis.

7) The revolving line of credit must have no outstanding balance for at
least 30 days per year.

The proprietorship and companies are in compliance with all the terms of
the loan agreements.

b. The Company has also guaranteed three installment loans to employees and
subcontractor with an outstanding balances of $16,526.

F-107

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

3. LINE OF CREDIT

The Company has a working capital line of credit of $200,000 from Norwest
Bank of which none is being used at August 14, 1998. As of December 31, 1997,
$30,000 of the line of credit was being used. The present rate is 9.75%. The
line of credit loan must be zero for at least 30 days on an annual basis. The
loan is subject to other loan provisions described in Note 2.

4. LEASES

a. The Company leased its Mandan plant and major equipment items from the
major stockholder on an operating lease dated January 1, 1997, for a
three year period at $7,150 per month. All operating costs including
taxes, insurance, repairs, maintenance, etc., shall be borne by the
lessee. On August 14, 1998, the original lease was amended and the per
month rent was changed to $5,557 per month. The lease may be renewed for
two additional terms of five years each, at $5,557 per month.

b. The Company leases its Minot building from the major stockholder on an
operating lease dated August 16, 1995 for a five year period beginning
February 1, 1996, at $2,000 per month. The lease may be renewed for two
additional terms, the first for three years at $2,200 per month and the
second for five years.

c. Minimum lease payments for future years are as follows:

<TABLE>
<CAPTION>
BISMARCK MINOT
LEASE LEASE TOTAL
-------- -------- --------
<S> <C> <C> <C>
Through August 14, 1999......................... $67,481 $24,000 $ 91,481
Through August 14, 2000......................... 25,006 24,000 49,006
Through August 14, 2001......................... -- 11,000 11,000
Later years..................................... -- -- --
------- ------- --------
$92,487 $59,000 $151,487
======= ======= ========
</TABLE>

d. Total rent expense for 1996 and 1997 was $123,535 and $118,790
respectively, including short-term rentals. Total rent expense through
August 14, 1998 was $75,552, including short term rentals.

F-108

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

5. RELATED PARTY TRANSACTIONS

This Company is related to other Companies through common ownership. Mr. Al
Leingang is a 50% owner in Thermal Line Windows, L.L.P. and the majority owner
in all other companies. Intercompany transactions are as follows:

<TABLE>
<CAPTION>
JANUARY 1, 1998--
1996 1997 AUGUST 14, 1998
-------- -------- -----------------
<S> <C> <C> <C>
Purchase from--
Thermal Line Windows, LLP.............. $785,340 $821,979 $574,229
Homeworks Supply, Inc.................. 289,347 -- --
Sales to Thermal Line Windows, L.L.P..... 9,567 -- --
Due to stockholder....................... -- -- 813
Due from stockholder..................... 86,177 96,177 68,505
Due to Thermal Line Windows, LLP......... 152,190 26,326 148,185
Due from Thermal Line Windows, LLP....... -- -- 1,873
</TABLE>

The Company also leases its plant and equipment from the major shareholder
as described in Note 4. See note 2 for loan guarantee for major shareholder.

6. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of trade accounts receivables. Concentrations
of credit risk is limited due to the large number of customers comprising the
Company's customer base, primarily located in the upper mid-west. The Company
generally does not require collateral, but has the ability to secure mechanic
liens if needed.

As of August 14, 1998 the Company had on deposit $68,678 in excess of FDIC
insured limits in one bank.

7. SALE OF COMPANY

The Company's stockholder interest was sold to ThermoView Industries, Inc.,
as of the close of business on August 14, 1998, and consequently will be an
operating subsidiary thereof.

8. CASH EQUIVALENTS

For purpose of the statement of cash flows, the company considers all highly
liquid investments purchased with a maturity of three months or less to be cash
equivalents.

F-109

<PAGE>

LEINGANG SIDING AND WINDOW, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

9. LONG-TERM DEBT

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
9.75% Note payable, due in installments of $1,650, including
interest, to June 2001, secured by seamless siding
equipment................................................. $ -- $57,019 $ --
9.14% Note payable, due in installments of $499, including
interest to January 2000, secured by vehicle.............. 16,039 11,321 --
7.9% Note payable, due in installments of $526, including
interest, to December 2000, secured by vehicle............ 21,275 -- --
------- ------- ----
Total notes payable....................................... 37,314 68,340 --
Less--current maturity...................................... 9,522 18,764 --
------- ------- ----
Net long-term debt........................................ $27,792 $49,576 $ --
======= ======= ====
</TABLE>

During 1998, prior to August 14, 1998, all notes payable had been paid off.

10. YEAR 2000 ISSUE (UNAUDITED)

The Company has made an assessment of its year 2000 issues. Most of the
hardware has been replaced or upgraded to become 2000 complaint. New software
has been acquired or developed to become 2000 compliant. The Company is in the
process of getting assurances from third party vendors and major customers that
there will be no adverse consequences to the Company. Alternate contingency
plans are being developed in the event of a failure.

F-110

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Joint Management Committee
Thermal Line Windows, L.L.P.
Mandan, North Dakota

I have audited the accompanying balance sheets of Thermal Line Windows,
L.L.P., as of December 31, 1996 and 1997 and August 14, 1998, and the related
statements of income, partnership equity and cash flows for the periods then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Thermal Line Windows, L.L.P. as
of December 31, 1996 and 1997 and August 14, 1998 and the results of its
operations and its cash flows for the periods then ended, in conformity with
generally accepted accounting principles.

RODNEY W. MELBY

Bismarck, North Dakota
January 11, 1999

F-111

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash................................................... $ 36,384 $ 91,753 $ 121,675
Money market account................................... -- 502,608 10,482
Trade receivables, net of allowance for doubtful
accounts of $5,000 in 1996, $20,000 in 1997 and
$22,000 in 1998...................................... 663,830 708,202 664,708
Current maturity of note receivable.................... -- 1,200 3,705
Due from related companies--
Leingang Siding and Window, Inc...................... 152,190 26,326 148,185
Complast, Inc........................................ -- -- 1,100
Hoyt Home Improvement, Inc........................... 14,596 79,659 158
Due from officer....................................... 100,000 -- --
Inventories............................................ 884,877 625,501 1,127,209
Refundable lease deposit............................... -- 58,320 --
Prepaid expenses....................................... -- 14,203 30,947
---------- ---------- ----------
Total current assets............................... 1,851,877 2,107,772 2,108,169
---------- ---------- ----------
Other Assets
Organization costs, net of amortization computed on a
five year straight line basis........................ 39,588 29,688 23,500
Note receivable net of current maturity included
above................................................ -- 2,100 9,451
Lease security deposit................................. -- 2,750 3,260
---------- ---------- ----------
Total other assets................................. 39,588 34,538 36,211
---------- ---------- ----------
Property, Plant and Equipment
Leasehold improvements................................. 200,029 250,312 255,710
Equipment.............................................. 404,454 477,175 534,169
---------- ---------- ----------
Total.............................................. 604,483 727,487 789,879
Less--accumulated depreciation......................... 43,942 100,138 142,194
---------- ---------- ----------
Total property, plant and equipment................ 560,541 627,349 647,685
---------- ---------- ----------
Total assets....................................... $2,452,006 $2,769,659 $2,792,065
========== ========== ==========
</TABLE>

F-112

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
LIABILITIES AND PARTNERSHIP EQUITY

Current Liabilities
Current maturities of long-term debt................... $ 90,558 $ 98,837 $ 105,573
Accounts payable....................................... 133,273 148,229 370,692
Notes payable--line of credit.......................... -- -- 50,000
Customer deposits...................................... 1,425 -- 11,018
Due to related companies--
Complast, Inc........................................ -- -- 50,379
North Country Glass.................................. 8,915 -- 8,481
Leingang Siding and Window, Inc...................... -- -- 1,873
Due to officer....................................... 37,125 -- --
Accrued liabilities--
Compensation......................................... 49,326 65,783 90,555
Payroll and local taxes.............................. 96,005 29,061 19,196
Retirement plan...................................... -- 15,798 1,669
Interest............................................. 3,696 3,054 --
Warranty and other................................... 11,171 11,094 7,875
Unearned income, current portion....................... 6,588 6,600 6,600
---------- ---------- ----------
Total current liabilities.......................... 438,082 378,456 723,911
---------- ---------- ----------
Other Liabilities
Long-term debt, net of current maturities included
above................................................ 350,656 253,280 182,217
Unearned income........................................ 21,412 14,800 10,675
---------- ---------- ----------
Total other liabilities............................ 372,068 268,080 192,892
---------- ---------- ----------
Total liabilities.................................. 810,150 646,536 916,803
---------- ---------- ----------
Partnership Equity
Capital contribution................................... 900,000 900,000 900,000
Undistributed earnings................................. 741,856 1,223,123 975,262
---------- ---------- ----------
Total partnership equity........................... 1,641,856 2,123,123 1,875,262
---------- ---------- ----------
Total liabilities and equity....................... $2,452,006 $2,769,659 $2,792,065
========== ========== ==========
</TABLE>

See notes to financial statements.

F-113

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

STATEMENTS OF INCOME

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Sales.................................................... $6,954,920 $6,088,024 $3,668,394
---------- ---------- ----------
Direct Costs
Materials.............................................. 3,234,514 2,774,335 1,625,803
Labor and benefits..................................... 1,117,749 986,594 740,377
Freight out............................................ 350,393 312,073 172,551
---------- ---------- ----------
Total direct costs................................... 4,702,656 4,073,002 2,538,731
---------- ---------- ----------
Gross profit on sales................................ 2,252,264 2,015,022 1,129,663
Operating Expense........................................ 1,482,696 1,333,866 888,620
---------- ---------- ----------
Operating income....................................... 769,568 681,156 241,043
Other Income (Expenses)
Miscellaneous.......................................... 14,658 6,500 10,738
Interest income........................................ 13,773 12,654 14,381
Warranty income, net................................... 13,938 20,669 7,067
Interest expense....................................... (70,081) (39,708) (20,132)
Loss on sale of equipment.............................. -- -- (958)
---------- ---------- ----------
Total other income (expense)......................... (27,712) 115 11,096
---------- ---------- ----------
Net Income............................................... $ 741,856 $ 681,271 $ 252,139
========== ========== ==========
</TABLE>

See notes to financial statements.

F-114

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

STATEMENTS OF PARTNERSHIP EQUITY

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
BLIZZARD
ICE, INC. ENTERPRISES, INC. TOTAL
---------- ----------------- ----------
<S> <C> <C> <C>
Initial Capital Contribution........................... $ 350,000 $ 350,000 $ 700,000
Subsequent Capital Contribution........................ 100,000 100,000 200,000
Net Income for the Year 1996........................... 370,928 370,928 741,856
---------- ---------- ----------
Balance, December 31, 1996............................. 820,928 820,928 1,641,856
Net Income for the Year 1997........................... 340,633 340,634 681,267
Withdrawals............................................ (100,000) (100,000) (200,000)
---------- ---------- ----------
Balance, December 31, 1997............................. 1,061,561 1,061,562 2,123,123
Net income January 1, 1998 to August 14, 1998.......... 126,070 126,069 252,139
Withdrawals............................................ (250,000) (250,000) (500,000)
---------- ---------- ----------
Balance, August 14, 1998............................... $ 937,631 $ 937,631 $1,875,262
========== ========== ==========
</TABLE>

See notes to financial statements.

F-115

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities
Cash received from customers......................... $ 6,199,526 $ 6,088,028 $ 3,667,592
Interest received.................................... 13,773 12,654 14,381
Warranty income...................................... 18,938 20,669 7,067
Miscellaneous receipts............................... 14,658 6,500 10,738
Interest expense..................................... (38,384) (40,350) (23,186)
Cash disbursements for costs and expenses............ (6,759,370) (5,153,053) (3,616,887)
----------- ----------- -----------
Total............................................ (550,859) 934,448 59,705
----------- ----------- -----------
Investing Activities
Make leasehold improvements.......................... (200,029) (50,283) (5,398)
Purchase of equipment................................ (404,454) (72,721) (63,994)
Due from officer..................................... (100,000) 100,000 --
Lease deposit returned............................... -- -- 58,320
Purchase organization costs.......................... (49,488) -- --
Proceeds from sale of fixed assets................... -- -- 4,000
Make lease deposits.................................. -- (61,070) (510)
Advance to employees................................. -- (3,300) --
----------- ----------- -----------
Total............................................ (753,971) (87,374) (7,582)
----------- ----------- -----------
Financing Activities
Capital contribution................................. 900,000 -- --
Short-term borrowings................................ -- -- 50,000
Loan from bank....................................... 500,000 -- --
Payments on note payable............................. (58,786) (89,097) (64,327)
Partner withdrawals.................................. -- (200,000) (500,000)
----------- ----------- -----------
Total............................................ 1,341,214 (289,097) (514,327)
----------- ----------- -----------
Net Increase in Cash................................... 36,384 557,977 (462,204)
Cash Balance, Beginning of Year........................ -- 36,384 594,361
----------- ----------- -----------
Cash Balance, End of Period............................ $ 36,384 $ 594,361 $ 132,157
=========== =========== ===========
Cash consists of--
Cash................................................. $ 36,384 $ 91,753 $ 121,675
Money market accounts................................ -- 502,608 10,482
----------- ----------- -----------
Total............................................ $ 36,384 $ 594,361 $ 132,157
=========== =========== ===========
</TABLE>

F-116

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

STATEMENTS OF CASH FLOWS (CONTINUED)

THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
FOR THE PERIOD JANUARY 1, 1998 TO AUGUST 14, 1998

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Reconciliation of Net Income to Cash Flows from
Operating Activities
Net income for the period............................ $ 741,856 $ 681,267 $ 252,139
Reconciling items--
Depreciation and amortization...................... 53,842 66,096 50,286
Loss on sale of fixed assets....................... -- -- 958
Changes in--
Trade receivables.................................. (663,830) (44,372) (105,949)
Related company receivable......................... (166,786) 60,801 105,985
Inventories........................................ (884,877) 259,376 (501,708)
Prepaid expenses................................... -- (14,203) (16,744)
Accounts payable................................... 133,273 14,956 283,196
Related company payables........................... 46,040 (46,040) --
Note receivable.................................... -- -- (9,856)
Customer deposits.................................. 1,425 (1,425) 11,018
Accrued liabilities................................ 160,198 (35,408) (5,495)
Unearned income.................................... 28,000 (6,600) (4,125)
----------- ----------- -----------
Cash flows from operating activities................. $ (550,859) $ 934,448 $ 59,705
=========== =========== ===========
Non-Cash Transactions
Contribution to capital in exchange for note
receivable......................................... $ 100,000 $ -- $ --
=========== =========== ===========
</TABLE>

See notes to financial statements.

F-117

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Nature of Business--

The Company, a Minnesota limited liability partnership, is engaged in the
manufacturing and distribution of all architectural styles of vinyl and
composite window systems. The manufacturing plant is in Mandan, North
Dakota with sales to customers primarily in the Midwest.

b. Inventories--

Inventories are valued at the lower of cost or market, on a first-in
first-out basis. Substantially all of the inventories are manufacturing
components.

c. Depreciation--

Property, plant and equipment are stated at cost. It is the policy of the
company to provide depreciation based on the estimated useful lives of
the individual units. Depreciation is computed using the straight-line
method with estimated useful lives as follows:

<TABLE>
<S> <C>
Leasehold improvements...................................... 25 years
Equipment................................................... 5-10 years
</TABLE>

Depreciation expenses for 1996 and 1997 were $43,942 and $56,195
respectively. Depreciation expense from January 1, through August 14, 1998
was $44,098.

d. Revenue Recognition--

The company is on the accrual basis of accounting.

e. Use of Estimates--

f. Income Taxes--

Income tax policies are substantially the same for financial statement
purposes as they are for income tax purposes, with the following
exceptions. Overhead costs relating to inventory are added to inventory
for income tax purposes. The company uses accelerated methods and shorter
lives for depreciation for income tax purposes.

The Company is organized as a limited liability partnership and
consequently files a partnership return. All profits of the Company are
passed through to the partners who in turn pay taxes on these profits.
Therefore, no income tax provision is recorded in these financial
statements.

g. Retirement Plan--

F-118

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

h. Advertising Costs--

Advertising costs are expensed as incurred. Advertising costs for 1996
and 1997 were $25,936 and $38,098 respectively. Total advertising costs
for the period ended August 14, 1998 were $35,927.

2. FORMATION OF PARTNERSHIP

The Company was formed on January 2, 1996 as a joint venture by Ice, Inc.
and Blizzard Enterprises, Inc. which companies are controlled by Al Leingang or
the Hoyt family respectively. The initial contribution of capital was as
follows:

<TABLE>
<S> <C> <C>
Ice, Inc........................ Inventory....................... $350,000
Blizzard........................ Cash............................ 350,000
</TABLE>

Subsequent contributions were as follows:

<TABLE>
<S> <C> <C>
Ice, Inc........................ Cash............................ 100,000
Blizzard........................ Note receivable................. 100,000
</TABLE>

The note receivable was paid by April 15, 1997.

The joint venture agreement stipulates the partnership shall terminate no
later than December 31, 2020. Minimum distributions will be equal to the income
tax liability generated by the partnership profits. The agreement also provides
that a partner's interest may not be transferred except under the provisions of
the agreement. In the event of death of Al Leingang or Steve Hoyt, the company
must redeem the interest of the decedent at appraised value without regard to
minority interest discount or readily marketable discount. The purchase price
shall be payable as follows:

a) The down payment shall be the greater of the life insurance proceeds
received (limited to purchase price) or 20% of the purchase price.

b) The remaining balance shall be payable in 5 equal annual installments
with interest at the lowest applicable AFR rate. The company carries a
$1,000,000 policy on each person to fund this potential liability.

3. LINE OF CREDIT

The Company has a working capital line of credit of $400,000 from Norwest
Bank, $50,000 of which is being used at August 14, 1998. The present interest
rate is 10.00%. The line of credit loan must be zero for at least 30 days on an
annual basis. The loan is subject to other loan provisions described in Note 4.

F-119

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
10.00% Note payable to bank, due in monthly installments of
$10,800, including interest, to February 2001, secured by
all assets of the company and personal guarantees by Alvin
Leingang and Steve Hoyt................................... $441,214 $352,117 $287,790
Less--current maturities................................ 90,558 98,837 105,573
-------- -------- --------
Total long-term debt.................................. $350,656 $253,280 $182,217
======== ======== ========
</TABLE>

Minimum principal payments required on long-term debt, assuming the current
interest rate, are as follows:

<TABLE>
<S> <C>
Through August 14, 1999..................................... $105,573
Through August 14, 2000..................................... 116,628
Through August 14, 2001..................................... 65,589
--------
$287,790
========
</TABLE>

The interest expense on the 10.00% note payable is being subsidized by the
Mandan Growth Fund. The interest subsidy was received in advance for a lump sum
total of $32,949. It is being carried in an unearned income account and is being
recognized as a reduction to interest expense over the life of the loan which is
5 years.

Total interest expense for 1996 and 1997 was $70,081 and $39,708
respectively. Total interest expense through August 14, 1998 was $20,132. The
company has all its financing through Norwest Bank--Mandan.

Financial covenants included in the loan agreement for the term loan and the
line of credit are as follows:

a. The company shall at all times have a minimum equity position of 40%,
not to include intangible assets.

b. The company must maintain a working capital level of $500,000 at all
times.

c. The company must achieve a pretax profitability level of $1,000,000
in 1998.

d. The company may not acquire capital assets in excess of $150,000 per
year without prior bank approval.

e. The company may not make any distributions of capital or assets to
the partners without prior consent of the bank, except to pay their
personal income tax liability resulting from the profits of the
company.

f. Annual compensation for Alvin Leingang shall not exceed $100,000 and
no compensation shall be paid to Steve Hoyt.

g. No additional debt may be acquired without prior approval from the
bank.

F-120

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

4. LONG-TERM DEBT (CONTINUED)

The bank has waived the profitability covenant in 1997. In all other
respects, the Company is in compliance with the loan agreement.

5. LEASES

a. Buildings--

The Company leases its plant from a related party, Mr. Al Leingang, on an
operating lease dated January 2, 1996 for a five year period at $12,375
per month. All operating costs including taxes, insurance, repairs,
maintenance, utilities, etc., shall be borne by the lessee. The Company
has the option to renew the lease for two additional five year terms.

b. Equipment--

The Company leases major equipment items from a related party, North
Country Thermal Line, Inc. on an operating lease dated January 2, 1996
for a five year period at $7,876 per month. The Company has an option to
purchase the equipment at the end of the lease term for $60,216.

The Company also leases equipment from a related party, Mr. Al Leingang,
on an operating lease dated January 2, 1996 for a five year period at
$1,340 per month. The Company has an option to purchase the equipment at
the end of the lease term for $9,925.

The Company also leases equipment on two operating leases at $3,798 per
month for four and five years respectively with the final payment due in
December 2002. The Company has the option of purchase the equipment at
the end of the lease for 20% of the original cost.

Total rent expense for 1996 and 1997 was $302,881 and $266,789
respectively. Total rent expense through August 14, 1998 was $192,034. At
August 14, 1998, future minimum lease payments are as follows:

<TABLE>
<CAPTION>
BUILDING EQUIPMENT TOTAL
-------- --------- --------
<S> <C> <C> <C>
Through August 14, 1999....................... $148,500 $156,168 $304,668
Through August 14, 2000....................... 148,500 156,168 304,668
Through August 14, 2001....................... 55,688 87,048 142,736
Through August 14, 2002....................... -- 34,576 34,576
Through August 14, 2003....................... -- 10,792 10,792
-------- -------- --------
$352,688 $444,752 $797,440
======== ======== ========
</TABLE>

F-121

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

6. RELATED PARTY TRANSACTIONS

This Company is related to other Companies through common ownership. Mr. Al
Leingang or the Hoyt family are the majority shareholders in all companies.
Intercompany transactions are as follows:

<TABLE>
<CAPTION>
AUGUST 14,
1996 1997 1998
---------- -------- -----------
<S> <C> <C> <C>
Sales to--
Complast, Inc............................. $ -- $ -- $ 4,800
Leingang Siding and Windows, Inc.......... 785,340 821,978 574,229
Homeworks Supply, Inc..................... 20,832 -- --
Hoyt Home Improvement, Inc................ 829,345 434,813 33,868
North Country Thermal Line, Inc........... -- 2,705 3,102
Purchase from--
Complast, Inc............................. 1,673,588 923,134 790,531
Leingang Siding and Windows, Inc.......... 9,567 -- --
Homeworks Supply, Inc..................... 13,190 -- --
North Country Thermal Line, Inc........... -- 96,263 169,651
Due to--
Complast, Inc............................. -- -- 50,379
Leingang Siding and Windows, Inc.......... -- -- 1,873
Al Leingang............................... 37,125 -- --
North Country Thermal Line, Inc........... 8,915 -- 8,481
Due from--
Complast, Inc............................. 14,596 -- 1,100
Leingang Siding and Window, Inc........... 152,190 26,326 148,185
Hoyt Home Improvement, Inc................ -- 79,659 158
Steven Hoyt............................... 100,000 -- --
</TABLE>

The Company has entered into several requirement purchase agreements whereby
the company will purchase all of its extrusion inventory from Complast, Inc. and
Leingang Siding and Window, and Hoyt Home Improvement will purchase all their
window requirements from Thermal Line Windows.

The Company also leases its plant and equipment from the major shareholder
as described in Note 5 above.

7. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of trade accounts receivables. Concentrations
of credit risk are limited due to their dispersion across a large geographic
area. The Company has a concentration of credit risk in that the customer base
consists of construction companies installing windows and siding. The company
generally does not require collateral, but does have the ability to secure
mechanic liens if needed.

The Company's money market account is invested in Norwest Advantage Cash
Investment, which is not FDIC insured.

F-122

<PAGE>

THERMAL LINE WINDOWS, L.L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1997 AND AUGUST 14, 1998

8. CASH EQUIVALENTS

For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less, to
be cash equivalents.

9. UNION AGREEMENT

The Company entered into a collective bargaining agreement on September 1,
1997. This agreement covers the Company's production employees and governs the
wages, working conditions and fringe benefits of the production work force. This
agreement covers approximately 56% of the total payroll costs of the Company.

10. MAJOR CUSTOMERS

In addition to those described in Note 5, the Company has one additional
major customer with sales over 10% of total sales. Sales to Gravina Siding &
Window were as follows.

<TABLE>
<S> <C>
Period ended August 14, 1998................................ $533,996
Year ended December 31, 1997................................ 947,490
Year ended December 31, 1996................................ 757,507
</TABLE>

11. PRIOR PERIOD ADJUSTMENT

Net income, partnership equity and accrued warranty payable have been
restated by $5,000 for the year 1996 to provide for estimated future warranty
costs on the company's manufactured products.

12. SALE OF COMPANY

The Company's partnership interest was sold to ThermoView Industries, Inc.,
as of the close of business August 14, 1998, and consequently will be an
operating subsidiary thereof.

13. YEAR 2000 ISSUE (UNAUDITED)

F-123

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Stockholder and Boards of Directors
Thomas Construction, Inc., Castle Associates, Inc.
and Showplace Home Improvements, Inc.

We have audited the accompanying combined balance sheets of Thomas
Construction, Inc., Castle Associates, Inc. and Showplace Home Improvements,
Inc. (together referred to herein as the "Company" or "Thomas Construction") as
of December 31, 1997 and 1998 and the related combined statements of income and
retained earnings and cash flows for each of the three years in the period ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Thomas
Construction at December 31, 1997 and 1998 and the combined results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Louisville, Kentucky

March 5, 1999

F-124

<PAGE>

THOMAS CONSTRUCTION

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1997 1998
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 421,387 $ 472,361
Accounts receivable, net of allowance for doubtful
accounts of $58,954 in 1997 and $40,957 in 1998......... 568,891 849,075
Other receivables......................................... 109,591 73,939
Due from stockholder and related companies................ 132,258 46,177
Inventories............................................... 134,961 113,077
Costs in excess of billings on uncompleted contracts...... 240,331 179,612
Prepaid commisions........................................ 149,144 200,551
Other current assets...................................... 26,287 20,075
---------- ----------
Total current assets........................................ 1,782,850 1,954,867
Property and equipment, net................................. 215,850 190,498
Note receivable............................................. 9,776 --
Other assets................................................ 18,406 500
---------- ----------
Total assets................................................ $2,026,882 $2,145,865
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Accounts payable.......................................... $ 818,320 $ 722,882
Accrued expenses.......................................... 805,218 935,774
Billings in excess of costs on uncompleted contracts...... 194,286 214,192
---------- ----------
Total current liabilities................................... 1,817,824 1,872,848

Stockholder's equity:
Thomas Construction, Inc.--
Common stock, $1.00 par value--30,000 shares authorized,
25,961 shares issued and 16,875 outstanding........... 25,961 25,961
Paid-in capital......................................... 539 539
Treasury stock, at cost, 9,086 shares................... (20,000) (20,000)
Castle Associates, Inc.--
Common stock, $1.00 par value--30,000 shares authorized,
100 shares issued and outstanding..................... 100 100
Showplace Home Improvements, Inc.--
Common stock, $1.00 par value--30,000 shares authorized,
500 shares issued and 375 outstanding................. 500 500
Treasury stock, at cost, 125 shares..................... (5,000) (5,000)
Retained earnings......................................... 206,958 270,917
---------- ----------
Total stockholder's equity.................................. 209,058 273,017
---------- ----------
Total liabilities and stockholder's equity.................. $2,026,882 $2,145,865
========== ==========
</TABLE>

See accompanying notes.

F-125

<PAGE>

THOMAS CONSTRUCTION

COMBINED STATEMENTS OF INCOME
AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------------------
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Contract revenue...................................... $24,218,233 $26,493,224 $25,553,981
Cost of revenues earned............................... 12,909,235 14,039,731 13,277,004
----------- ----------- -----------
Gross profit.......................................... 11,308,998 12,453,493 12,276,977
Selling, general and administrative expenses.......... 8,359,371 9,282,888 9,823,912
Depreciation.......................................... 103,518 95,890 89,489
----------- ----------- -----------
Income from operations................................ 2,846,109 3,074,715 2,363,576
Other income (expense):
Interest income..................................... 61,669 71,890 54,885
Rental income....................................... -- 41,696 188,677
Gain (loss) on disposal of assets................... 8,387 (234,669) (3,217)
Other............................................... 16,724 10,107 31,842
----------- ----------- -----------
86,780 (110,976) 272,187
----------- ----------- -----------
Income before income taxes............................ 2,932,889 2,963,739 2,635,763
Provision for income taxes............................ 14,100 16,625 13,833
----------- ----------- -----------
Net income............................................ 2,918,789 2,947,114 2,621,930
Retained earnings, beginning of year.................. 733,393 809,162 206,958
Distributions to stockholder.......................... (2,843,020) (3,549,318) (2,557,971)
----------- ----------- -----------
Retained earnings, end of year........................ $ 809,162 $ 206,958 $ 270,917
=========== =========== ===========
</TABLE>

See accompanying notes.

F-126

<PAGE>

THOMAS CONSTRUCTION

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------------------
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................. $ 2,918,789 $ 2,947,114 $ 2,621,930
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation......................................... 103,518 95,890 89,489
(Gain) loss on disposal of assets.................... (8,387) 234,669 3,217
Changes in operating assets and liabilities:
Accounts receivable................................ (342,745) 448,935 (280,184)
Other receivables.................................. 74,657 (58,494) 35,652
Due from stockholder and related companies......... 64,733 (126,991) 86,081
Inventories........................................ 432 (99,686) 21,884
Costs in excess of billings on uncompleted
contracts........................................ (42,121) 38,145 60,719
Prepaid commissions................................ (55,054) 39,140 (51,407)
Other current assets............................... 78,949 (16,794) 6,212
Other assets....................................... -- (7,625) 27,682
Accounts payable................................... 22,832 (39,589) (95,438)
Accrued expenses................................... 239,926 131,733 130,556
Billings in excess of costs on uncompleted
contracts........................................ 70,397 (37,296) 19,906
----------- ----------- -----------
Net cash provided by operating activities.............. 3,125,926 3,549,151 2,676,299

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment.................... (60,492) (166,122) (76,048)
Proceeds from sale of assets........................... 12,127 750 8,694
Net proceeds from note receivable-related party........ 117,255 -- --
----------- ----------- -----------
Net cash provided by (used in) investing activities.... 68,890 (165,372) (67,354)

CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to stockholder........................... (2,843,020) (3,549,318) (2,557,971)
----------- ----------- -----------
Net cash used in financing activities.................. (2,843,020) (3,549,318) (2,557,971)
----------- ----------- -----------
Net increase (decrease) in cash........................ 351,796 (165,539) 50,974
Cash, beginning of year................................ 235,130 586,926 421,387
----------- ----------- -----------
Cash, end of year...................................... $ 586,926 $ 421,387 $ 472,361
=========== =========== ===========
</TABLE>

See accompanying notes.

F-127

<PAGE>

THOMAS CONSTRUCTION

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

The combined financial statements include the accounts and transactions of
Thomas Construction, Inc. (Thomas), Castle Associates, Inc. (Castle) and
Showplace Home Improvements, Inc. (Showplace), together referred to herein as
"the Company". All material intercompany transactions and accounts have been
eliminated in the accompanying combined financial statements.

The accompanying financial statements are presented on a combined basis as
each of the combined companies is owned by the same stockholder and the Company
comprises one operating segment primarily engaged in the home improvement
business in the St. Louis Metropolitan area. More specifically, Thomas is
engaged in the installation of maintenance-free siding, thermal replacement
windows, storm windows and doors, patio enclosures, as well as several related
items, for residential customers to whom credit is extended. Thomas may avail
itself of mechanics liens on customers' property in the event of non-payment of
amounts receivable. Castle is engaged in the construction of patio enclosures,
decks and room additions, and Showplace is engaged in the remodeling of kitchens
and bathrooms for residential customers to whom credit is extended.

REVENUE RECOGNITION

The Company recognizes revenues from fixed-price contracts on the
completed-contract method since the contracts are of a short duration. A
contract is considered complete upon installation.

Contract costs include all direct material and labor costs and those
indirect costs related to contract performance such as indirect labor, supplies,
tools, repairs and depreciation costs. General and administrative costs are
charged to expense as incurred. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined.

Costs in excess of amounts billed are classified under current assets as
costs in excess of billings on uncompleted contracts. Billings in excess of
costs are classified under current liabilities as billings in excess of costs on
uncompleted contracts.

INVENTORIES

Inventories are recorded at the lower of cost (moving average basis) or
market. Inventories primarily consist of parts and supplies.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for major renewals
and improvements which increase the useful lives of assets are capitalized.
Maintenance, repairs and minor renewals are expensed as incurred. Assets are
depreciated on straight-line or accelerated methods over their estimated useful
lives which generally range from three to seven years.

WARRANTIES

The Company provides the retail customer with a one year warranty covering
workmanship, with an additional nine year warranty on the installation of
siding, soffit and fascia. The Company provides an

F-128

<PAGE>

THOMAS CONSTRUCTION

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998

1. ACCOUNTING POLICIES (CONTINUED)
accrual for future warranty costs based upon the relationship of prior years'
revenues to actual warranty costs. It is the Company's practice to classify the
entire warranty accrual as a current liability.

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising expense was
approximately $2,885,000, $2,798,000 and $2,877,000 in 1996, 1997 and 1998,
respectively.

INCOME TAXES

The companies comprising the Company have elected to be taxed as S
corporations under the provisions of Subchapter S of the Internal Revenue Code.
Under those provisions, the companies do not pay federal corporate income taxes
on their taxable income. Instead, the stockholder is liable for federal income
taxes on the companies' taxable income. Certain states in which the companies do
business do not recognize the federal S corporation rules and assess an income
tax at the corporate level. Accordingly, the provision for income taxes consists
only of state and local income taxes.

USE OF ESTIMATES

2. RELATED PARTY TRANSACTIONS

All of the Company's assets are pledged as collateral for outstanding bank
debt of an affiliated company owned by the Company's stockholder. The balance
outstanding amounts to approximately $1,174,000 as of December 31, 1998.

In 1993, the Company sold land for a total contract price of $850,000 to an
affiliated company owned by the Company's stockholder. A mortgage loan of
$145,113 was assumed by the buyer and the Company obtained an unsecured note
from the buyer for $705,379 for the balance of the selling price. The gain on
the sale, which amounted to $618,822, was deferred for financial reporting
purposes since the gain had not been realized through transactions with
unrelated parties. During 1998, the note receivable balance was transferred to
the Company's stockholder and the note balance, net of the deferred gain, has
been accounted for as a distribution to the stockholder amounting to $9,776.

No interest was charged on the note receivable in 1998. Interest income was
$37,745 and $36,344 for the years ended December 31, 1996 and 1997,
respectively.

F-129

<PAGE>

THOMAS CONSTRUCTION

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998

3. PROPERTY AND EQUIPMENT

Property and equipment at December 31 consists of the following:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Furniture, fixtures and equipment..................... $ 163,872 $ 156,091
Construction and computer equipment................... 349,631 413,058
Computer software..................................... 44,647 51,048
--------- ---------
558,150 620,197
Less accumulated depreciation......................... (342,300) (429,699)
--------- ---------
$ 215,850 $ 190,498
========= =========
</TABLE>

4. UNCOMPLETED CONTRACTS

Costs and billings on uncompleted contracts at December 31 are as follows:

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Costs incurred on uncompleted contracts................. $341,604 $267,026
Billings to date........................................ 295,559 301,606
-------- --------
$ 46,045 $(34,580)
======== ========
</TABLE>

These amounts are included in the accompanying combined balance sheets under
the following captions:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Costs in excess of billings on uncompleted
contracts........................................... $ 240,331 $ 179,612
Billings in excess of costs on uncompleted
contracts........................................... (194,286) (214,192)
--------- ---------
$ 46,045 $ (34,580)
========= =========
</TABLE>

5. ACCRUED EXPENSES

Accrued expenses as of December 31 consist of the following:

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Wages................................................... $454,484 $358,883
Payroll taxes........................................... 44,198 22,224
401(k) contribution..................................... 64,111 73,237
Warranty................................................ 100,000 100,000
Insurance............................................... 55,884 151,232
Other................................................... 86,541 230,198
-------- --------
$805,218 $935,774
======== ========
</TABLE>

F-130

<PAGE>

THOMAS CONSTRUCTION

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998

6. LINE OF CREDIT

The Company has available a $100,000 revolving line of credit, all of which
is unused at December 31, 1998. Bank advances on the credit bear interest at
prime plus 1.5% (10% at December 31, 1998) and are collaterialized by
substantially all of the assets of the Company.

7. COMMITMENTS AND CONTINGENCIES

The Company leases an office building from its stockholder and also leases
equipment and vehicles from non-related parties under noncancelable operating
leases. Future minimum lease payments at December 31, 1998 are as follows:

<TABLE>
<CAPTION>
RELATED PARTY OTHER
LEASE LEASES
------------- --------
<S> <C> <C>
1999.................................................. $ 449,587 $210,346
2000.................................................. 449,587 89,537
2001.................................................. 449,587 16,667
2002.................................................. 449,587 4,639
2003.................................................. 449,587 4,639
Thereafter............................................ 4,495,870 4,639
---------- --------
Total............................................... $6,743,805 $330,467
========== ========
</TABLE>

The Company incurred rental expense under noncancellable operating leases
amounting to approximately $315,000, $654,000 and $717,000 for the years ended
December 31, 1996, 1997 and 1998, respectively ($367,000 in 1997 and $450,000 in
1998 under the related party lease).

In 1997, the Company began subleasing a portion of the office building.
Rental income under the subleases was approximately $42,000 in 1997 and $189,000
in 1998. Future minimum lease payments to be received under the sublease
agreements at December 31, 1998 are as follows:

<TABLE>
<S> <C>
1999........................................................ $111,058
2000........................................................ 72,794
2001........................................................ 65,142
2002........................................................ 65,142
2003........................................................ 27,143
--------
Total..................................................... $341,279
========
</TABLE>

A related company uses vehicles which are leased by the Company from an
unrelated commercial lessor. The related company pays the monthly rentals on the
leases. Although the liability to the lessor is a direct obligation of the
Company, the related company is expected to pay the remaining rentals on the
leases. Future minimum lease payments required at December 31, 1998 for which
the Company is contingently liable amount to approximately $24,000.

In December 1998, the Company received correspondence asserting a claim
involving a former employee of an entity related to the Company through common
ownership. Management of the Company

F-131

<PAGE>

THOMAS CONSTRUCTION

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
believes the claim against the Company is totally without merit and, as such,
will not have a material adverse effect on the Company's combined financial
position or results of operations.

8. EMPLOYEE BENEFIT PLAN

Effective January 1, 1995, the Company established a defined contribution
401(k) profit-sharing plan and trust for the benefit of all of its employees,
subject to certain age and service requirements. Plan participants may make
salary reduction contributions to the plan which are subject to Internal Revenue
Service contribution limitations. Company contributions to the plan are made
from the Company's current or accumulated earnings and are at the discretion of
Company management. Company contributions to the plan were approximately
$50,000, $64,000 and $73,000 for the years ended December 31, 1996, 1997 and
1998, respectively.

9. SUBSEQUENT EVENTS

Effective January 1, 1999, the Company was acquired by ThermoView
Industries, Inc. (ThermoView), for $11,095,000 in cash, 301,425 shares of common
stock of ThermoView at an estimated fair value of $1,500,000 and 400,000 shares
of Series B preferred stock of ThermoView at an estimated fair value of
$2,000,000. The acquisition agreement provides for additional consideration to
be paid if Thomas exceeds certain targeted levels of operating results.

10. YEAR 2000 READINESS (UNAUDITED)

The Company has initiated an assessment of the possible impact of Year 2000
issues to assure it is prepared to effectively deal with transactions in the
Year 2000 and beyond. This "Year 2000 Problem" creates risk for the Company from
unforeseen sources in its own computer systems and from third parties with whom
the Company deals on financial transactions.

The Company intends to achieve uninterrupted, high quality performance from
its computer systems before, during and after 2000. The Company has determined
that modifications are required for certain existing systems to become Year 2000
compliant. These system modifications are in the process of being implemented.
The cost of assessment and ultimate assurance as to readiness is being expensed
as incurred. Total incremental spending by the Company is not expected to be
significant to the Company's operations, liquidity or capital resources.

In addition to taking every reasonable step to secure its internal systems
and external relationships, the Company is further developing contingency plans
to assure that unexpected failures will not adversely affect operations. The
Company intends to monitor these procedures through the rollover of 1999 into
2000 and to implement quickly alternate solutions if necessary.

However, despite the Company's efforts and contingency plans, noncompliant
computer systems could have a material adverse effect on the Company's
operations, or its financial condition.

F-132

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors
Precision Window Mfg., Inc.

We have audited the accompanying balance sheets of Precision Window Mfg.,
Inc. as of December 31, 1996, 1997 and 1998 and the related statements of
operations and retained earnings and cash flows for each of the three years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Precision Window Mfg., Inc.
at December 31, 1996, 1997 and 1998 and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Louisville, Kentucky
May 21, 1999

F-133

<PAGE>

PRECISION WINDOW MFG., INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
------------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash................................................... $ 3,053 $ 3,003 $ 422
Accounts receivable.................................... 424,901 368,363 447,524
Notes receivable....................................... 229,668 63,481 46,564
Income taxes receivable................................ -- 94,816 --
Inventories............................................ 307,095 389,419 455,038
Other current assets................................... 10,741 13,249 41,383
---------- ---------- ----------
Total current assets................................. 975,458 932,331 990,931

Property and equipment, net.............................. 104,394 133,391 110,168
---------- ---------- ----------
Total assets....................................... $1,079,852 $1,065,722 $1,101,099
========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable--bank..................................... $ 80,000 $ 229,000 $ 140,000
Accounts payable....................................... 343,688 359,938 267,354
Accrued expenses....................................... 71,437 87,980 100,100
Income taxes payable................................... 37,292 -- 125,097
Current portion of long-term debt...................... 184,360 127,470 86,123
---------- ---------- ----------
Total current liabilities.......................... 716,777 804,388 718,674

Long-term debt........................................... 168,828 96,453 12,180

Stockholders' equity:
Class A common stock, no par value--
15,000 shares authorized, 152 shares issued and
outstanding.......................................... 152 152 152
Class B common stock, no par value--
15,000 shares authorized, 10,486 shares issued and
outstanding.......................................... 1,216 1,216 1,216
Retained earnings...................................... 192,879 163,513 368,877
---------- ---------- ----------
Total stockholders' equity......................... 194,247 164,881 370,245
---------- ---------- ----------
Total liabilities and stockholders' equity......... $1,079,852 $1,065,722 $1,101,099
========== ========== ==========
</TABLE>

SEE ACCOMPANYING NOTES.

F-134

<PAGE>

PRECISION WINDOW MFG., INC.

STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Sales.................................................... $5,695,675 $6,431,708 $6,547,964
Cost of sales............................................ 4,974,109 5,738,665 5,499,617
---------- ---------- ----------
Gross profit............................................. 721,566 693,043 1,048,347

Selling, general and administrative expenses............. 354,695 630,111 642,543
Depreciation and amortization............................ 57,114 44,608 48,914
---------- ---------- ----------
Income from operations................................... 309,757 18,324 356,890

Other income (expense):
Interest expense....................................... (41,911) (41,921) (27,196)
Other.................................................. (1,775) 1,415 2,413
---------- ---------- ----------
(43,686) (40,506) (24,783)
---------- ---------- ----------
Income (loss) before income taxes........................ 266,071 (22,182) 332,107

Income tax expense....................................... 101,292 7,184 126,743
---------- ---------- ----------
Net income (loss)........................................ 164,779 (29,366) 205,364

Retained earnings, beginning of year..................... 28,100 192,879 163,513
---------- ---------- ----------
Retained earnings, end of year........................... $ 192,879 $ 163,513 $ 368,877
========== ========== ==========
</TABLE>

SEE ACCOMPANYING NOTES.

F-135

<PAGE>

PRECISION WINDOW MFG., INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................... $ 164,779 $ (29,366) $ 205,364
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization............................. 57,114 44,608 48,914
Write-off of note receivable.............................. -- 130,680 --
Changes in operating assets and liabilities:
Accounts receivable....................................... (242,546) 56,538 (79,161)
Income taxes receivable................................... 41,776 (94,816) 94,816
Inventories............................................... (123,049) (82,324) (94,079)
Other current assets...................................... 2,425 (2,508) 326
Accounts payable.......................................... 242,548 16,250 (92,584)
Accrued expenses.......................................... (49,376) 16,543 12,120
Income taxes payable...................................... 37,292 (37,292) 125,097
--------- --------- ---------
Net cash provided by operating activities................... 130,963 18,313 220,813

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment......................... (36,841) (73,604) (25,692)
Advances on notes receivable................................ (100,000) -- --
Payments received on notes receivable....................... 106,562 35,506 16,917
--------- --------- ---------
Net cash used in investing activities....................... (30,279) (38,098) (8,775)

FINANCING ACTIVITIES
Net activity on note payable--bank.......................... 40,000 149,000 (89,000)
Proceeds from long-term debt................................ 105,550 51,238 1,850
Payments on long-term debt.................................. (250,521) (180,503) (127,469)
--------- --------- ---------
Net cash provided by (used in) financing activities......... (104,971) 19,735 (214,619)
--------- --------- ---------
Net decrease in cash........................................ (4,287) (50) (2,581)
Cash, beginning of year..................................... 7,340 3,053 3,003
--------- --------- ---------
Cash, end of year........................................... $ 3,053 $ 3,003 $ 422
========= ========= =========

Supplemental disclosure of cash flow information:
Cash paid (received) for:
Interest................................................ $ 45,263 $ 37,663 $ 30,957
Income taxes............................................ 85,095 139,292 (93,170)
</TABLE>

SEE ACCOMPANYING NOTES.

F-136

<PAGE>

PRECISION WINDOW MFG., INC.

NOTES TO FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

The Company is engaged in the manufacturing and distribution of all
architectural styles of vinyl and composite window systems. The manufacturing
plant is in St. Louis, Missouri with sales to customers in the remodeling
industry primarily in the Midwest to whom credit is extended.

REVENUE RECOGNITION

The Company recognizes revenues when products are shipped.

INVENTORIES

Inventories are recorded at the lower of cost (moving average basis) or
market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for major renewals
and improvements which increase the useful lives of assets are capitalized.
Maintenance, repairs and minor renewals are expensed as incurred. Assets are
depreciated on straight-line or accelerated methods over their estimated useful
lives which generally range from 5 to 7 years.

WARRANTIES

The Company provides its customers with various warranty programs on its
products. The Company provides an accrual for future warranty costs based upon
the relationship of prior years' revenues to actual warranty costs. It is the
Company's practice to classify the entire warranty accrual as a current
liability.

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising expense was
approximately $60,000, $46,000 and $63,000 in 1996, 1997 and 1998, respectively.

INCOME TAXES

Income taxes are provided for under the liability method, which takes into
account differences between financial statement treatment and tax treatment of
certain transactions.

USE OF ESTIMATES

F-137

<PAGE>

PRECISION WINDOW MFG., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. INVENTORIES

Inventories at December 31 consist of the following:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Raw materials................................. $250,617 $298,315 $382,035
Work in process............................... 27,500 8,560 9,329
Finished goods................................ 28,978 82,544 63,674
-------- -------- --------
$307,095 $389,419 $455,038
======== ======== ========
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment at December 31 consists of the following:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Furniture, fixtures and equipment............. $486,896 $560,501 $586,192
Automobiles and trucks........................ 89,904 89,904 89,904
Leasehold improvements........................ 67,634 67,634 67,634
-------- -------- --------
644,434 718,039 743,730
Less accumulated depreciation and
amortization................................ 540,040 584,648 633,562
-------- -------- --------
$104,394 $133,391 $110,168
======== ======== ========
</TABLE>

4. ACCRUED EXPENSES

Accrued expenses as of December 31 consist of the following:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Wages........................................... $34,095 $41,247 $ 52,783
Warranty........................................ 12,500 12,500 12,500
Sales taxes..................................... 23,732 24,263 29,717
Other........................................... 1,110 9,970 5,100
------- ------- --------
$71,437 $87,980 $100,100
======= ======= ========
</TABLE>

5. LINE OF CREDIT

The Company has available a $300,000 line of credit of which $140,000 was
outstanding at December 31, 1998. Advances bear interest at 9.5% and are
collaterialized by accounts receivable and inventories. The line of credit was
repaid and terminated in connection with Company's acquisition discussed in
Note 10.

F-138

<PAGE>

PRECISION WINDOW MFG., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. LONG-TERM DEBT

Long-term debt at December 31 consists of the following:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Note payable, interest at prime plus 1%,
maturing in October 1999, with monthly
payments of principal of $1,835.............. $ -- $ 40,330 $18,310
Note payable related party, interest at 9.25%,
maturing in September 1999, with monthly
principal and interest payments of $5,000.... 145,230 100,861 43,355
Equipment notes payable, interest ranging from
11% to 17%, maturing through July 2000,
monthly principal and interest payments
of $2,283.................................... 58,970 54,329 36,638
Notes payable, interest ranging from 8.5% to
10%.......................................... 148,988 28,403 --
-------- -------- -------
353,188 223,923 98,303
Less current portion........................... 184,360 127,470 86,123
-------- -------- -------
$168,828 $ 96,453 $12,180
======== ======== =======
</TABLE>

The following is a schedule by years of future maturities of long-term debt
as of December 31, 1998:

<TABLE>
<S> <C>
1999........................................................ $86,123
2000........................................................ 12,180
-------
Total....................................................... $98,303
=======
</TABLE>

7. INCOME TAXES

Significant components of income tax expense for the years ended December 31
are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal....................................... $ 86,523 $6,360 $108,469
State......................................... 14,769 824 18,274
-------- ------ --------
$101,292 $7,184 $126,743
======== ====== ========
</TABLE>

Income tax expense differs from the amounts computed by applying the
statutory U.S. Federal income tax rate to income (loss) before income taxes
primarily as a result of state taxes and certain expenses not deductible for
income tax purposes.

F-139

<PAGE>

PRECISION WINDOW MFG., INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. LEASE COMMITMENTS

The Company leases its manufacturing facility and certain equipment and
vehicles under noncancelable operating leases. Future minimum lease payments at
December 31, 1998 are as follows:

<TABLE>
<S> <C>
1999........................................................ $108,008
2000........................................................ 27,403
2001........................................................ 1,705
--------
Total....................................................... $137,116
========
</TABLE>

The Company incurred rental expense under noncancelable operating leases
amounting to approximately $96,000, $151,000 and $160,000 in 1996, 1997 and
1998, respectively.

9. MAJOR CUSTOMERS

Approximately 88% of the Company's sales for each of the three years in the
period ended December 31, 1998 were from three customers. Accounts receivable
from these customers amounted to approximately $296,000, $106,000 and $232,000
at December 31, 1996, 1997 and 1998, respectively.

10. SUBSEQUENT EVENT

On January 5, 1999, the Company was acquired by ThermoView Industries, Inc.
(ThermoView) for $1,800,000 in cash, 112,053 shares of ThermoView common stock
at an estimated fair value of $450,000 and a seller note for $1,200,000. The
Company sells primarily to ThermoView's retail segment.

11. YEAR 2000 READINESS (UNAUDITED)

The Company intends to achieve uninterrupted, high quality performance from
its computer systems before, during and after 2000. The cost of assessment and
ultimate assurance as to readiness is being expensed as incurred. Total
incremental spending by the Company is not expected to be significant to the
Company's operations, liquidity or capital resources.

However, despite the Company's efforts and contingency plans, noncompliant
computer systems could have a material adverse effect on the Company's
operations, or its financial condition.

F-140

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Boards of Directors
Thermo-Shield Company, Inc.
Thermo-Shield of America (Wisconsin), Inc.
Thermo-Shield of America (Michigan), Inc.
Thermo-Shield of America (Arizona), Inc.

We have audited the accompanying combined balance sheets of Thermo-Shield
Company, Inc., Thermo-Shield of America (Wisconsin), Inc., Thermo-Shield of
America (Michigan), Inc., and Thermo-Shield of America (Arizona), Inc. (together
referred to herein as the "Company" or "The Thermo-Shield Company") as of
December 31, 1996, 1997 and 1998 and the related combined statements of
operations and retained earnings and cash flows for each of the three years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of The
Thermo-Shield Company at December 31, 1996, 1997 and 1998 and the combined
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998 in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

Louisville, Kentucky

May 21, 1999

F-141

<PAGE>

THE THERMO-SHIELD COMPANIES

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------
1996 1997 1998
-------- -------- ----------
<S> <C> <C> <C>

ASSETS

Current assets:
Cash...................................................... $192,263 $211,716 $ 231,166
Accounts receivable....................................... 144,813 214,722 225,727
Employee receivables...................................... 18,601 56,073 67,262
Due from related party.................................... 2,622 18,185 60,000
Costs in excess of billings on uncompleted contracts...... 101,804 138,998 218,128
Deferred income taxes..................................... 40,000 20,000 103,000
-------- -------- ----------
Total current assets.................................. 500,103 659,694 905,283

Property and equipment:
Furniture, fixtures and equipment......................... 116,643 164,135 176,823
Leasehold improvements.................................... 510 73,793 134,043
-------- -------- ----------
117,153 237,928 310,866
Less accumulated depreciation and amortization............ (70,456) (94,191) (135,442)
-------- -------- ----------
Net property and equipment.................................. 46,697 143,737 175,424

Note receivable, related party.............................. 138,354 147,261 156,169

Other assets.............................................. 10,100 18,177 28,101
-------- -------- ----------
Total assets.......................................... $695,254 $968,869 $1,264,977
======== ======== ==========
</TABLE>

F-142

<PAGE>

THE THERMO-SHIELD COMPANIES

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------
1996 1997 1998
-------- -------- ----------
<S> <C> <C> <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable.......................................... $223,307 $343,907 $ 577,420
Accrued wages............................................. 42,279 95,995 136,527
Accrued payroll taxes..................................... 18,886 6,381 18,962
Accrued income taxes...................................... 122,564 168,696 173,407
Billings in excess of costs on uncompleted contracts...... 87,123 58,722 120,323
Loans from related parties................................ -- 197,000 54,500
-------- -------- ----------
Total current liabilities............................. 494,159 870,701 1,081,139

Deferred income taxes....................................... -- 18,000 28,000

Stockholders' equity:
Thermo-Shield Company, Inc.
Common stock, no par value--50,000 shares authorized,
1,000 shares issued and outstanding..................... 1,000 1,000 1,000
Thermo-Shield of America (Wisconsin), Inc.
Common stock, $1.00 par value--9,000 shares authorized,
100 shares issued and outstanding....................... 100 100 100
Thermo-Shield of America (Michigan), Inc.
Common stock, no par value--60,000 shares authorized,
1000 shares issued and outstanding...................... -- 1,000 1,000
Thermo-Shield of America (Arizona), Inc.
Common stock, Class A voting, no par value--50,000
shares authorized, 3,000 shares issued and
outstanding............................................. -- 3,000 3,000
Common stock, Class B non-voting, no par value--50,000
shares authorized, none issued and outstanding.......... -- -- --
Additional paid-in capital................................ -- 5,000 5,000
Retained earnings (deficit)............................... 199,995 70,068 145,738
-------- -------- ----------
Total stockholders' equity............................ 201,095 80,168 155,838
-------- -------- ----------
Total liabilities and stockholders' equity............ $695,254 $968,869 $1,264,977
======== ======== ==========
</TABLE>

SEE ACCOMPANYING NOTES.

F-143

<PAGE>

THE THERMO-SHIELD COMPANIES

COMBINED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------
1996 1997 1998
---------- ----------- -----------
<S> <C> <C> <C>
Contract revenues...................................... $8,084,602 $12,394,611 $14,905,796
Cost of revenues earned................................ 3,885,275 5,708,579 6,669,722
---------- ----------- -----------
Gross profit........................................... 4,199,327 6,686,032 8,236,074
Selling, general and administrative expenses........... 3,773,163 6,572,619 8,004,876
Depreciation and amortization.......................... 12,750 23,735 41,251
---------- ----------- -----------
Income from operations................................. 413,414 89,678 189,947

Other income:
Interest income...................................... 8,592 10,099 15,662
Other................................................ -- 500 31,586
---------- ----------- -----------
8,592 10,599 47,248
---------- ----------- -----------
Income before income taxes............................. 422,006 100,277 237,195
Income tax expense (benefit)........................... 165,000 129,000 (63,000)
---------- ----------- -----------
Net income (loss)...................................... 257,006 (28,723) 300,195
Retained earnings, beginning of year................... 61,998 199,995 70,068
Distributions to stockholders.......................... (119,009) (101,204) (224,525)
---------- ----------- -----------
Retained earnings, end of year......................... $ 199,995 $ 70,068 $ 145,738
========== =========== ===========
</TABLE>

SEE ACCOMPANYING NOTES.

F-144

<PAGE>

THE THERMO-SHIELD COMPANIES

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................... $ 257,006 $ (28,723) $ 300,195
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization............................. 12,750 23,735 41,251
Deferred income taxes..................................... (6,000) 38,000 (73,000)
Changes in operating assets and liabilities:
Accounts receivable....................................... (48,921) (69,909) (11,005)
Other receivables......................................... (18,601) (37,472) (11,189)
Due from related party.................................... (2,622) (15,563) (41,815)
Costs in excess of billings on uncompleted contracts...... (61,336) (37,194) (79,130)
Other assets.............................................. 1,500 (8,077) (9,924)
Accounts payable.......................................... 40,752 120,600 233,513
Accrued expenses.......................................... 31,945 41,211 53,113
Accrued income taxes...................................... 117,184 46,132 4,711
Billings in excess of costs on uncompleted contracts...... 42,232 (28,401) 61,601
--------- --------- ---------
Net cash provided by operating activities................... 365,889 44,339 468,321

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment......................... (45,709) (120,775) (72,938)
Increase in note receivable, related party.................. (8,908) (8,907) (8,908)
--------- --------- ---------
Net cash used in investing activities....................... (54,617) (129,682) (81,846)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in loans from related parties........... -- 197,000 (142,500)
Increase in common stock.................................... -- 9,000 --
Distributions to stockholders............................... (119,009) (101,204) (224,525)
--------- --------- ---------
Net cash provided by (used in) financing activities......... (119,009) 104,796 (367,025)
--------- --------- ---------
Net increase in cash........................................ 192,263 19,453 19,450
Cash, beginning of year..................................... -- 192,263 211,716
--------- --------- ---------
Cash, end of year........................................... $ 192,263 $ 211,716 $ 231,166
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for income taxes................................ $ 5,289 $ 46,832 $ 51,525
========= ========= =========
</TABLE>

SEE ACCOMPANYING NOTES.

F-145

<PAGE>

THE THERMO-SHIELD COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

The combined financial statements include the accounts and transactions of
Thermo-Shield Company, Inc., Thermo-Shield of America (Wisconsin), Inc.,
Thermo-Shield of America (Michigan), Inc. and Thermo-Shield Of America
(Arizona), Inc. together referred to herein as "the Company" or "Thermo-
Shield". All material intercompany transactions and accounts have been
eliminated in the accompanying combined financial statements.

The accompanying financial statements are presented on a combined basis as
the same stockholder owns 80% of Thermo-Shield of America (Michigan), Inc. and
100% of each of the other combined companies, and the Company comprises one
operating segment primarily engaged in the home improvement business in
Illinois, Wisconsin, Indiana, Michigan and Arizona. More specifically, the
Company is engaged in cabinet refacing and in the installation of
maintenance-free siding and thermal replacement windows for residential
customers to whom credit is extended. The Company may avail itself of mechanics
liens on customers' property in the event of non-payment of amounts receivable.

REVENUE RECOGNITION

Costs in excess of amounts billed are classified under current assets as
costs in excess of billings on uncompleted contracts. Billings in excess of
costs are classified under current liabilities as billings in excess of costs on
uncompleted contracts.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for major renewals
and improvements which increase the useful lives of assets are capitalized.
Maintenance, repairs and minor renewals are expensed as incurred. Assets are
depreciated on straight-line or accelerated methods over their estimated useful
lives which generally range from three to ten years.

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising expense was
approximately $61,000, $118,000 and $133,000 for the years ended December 31,
1996, 1997 and 1998, respectively.

INCOME TAXES

Thermo-Shield Co., Inc. and Thermo-Shield of America (Wisconsin), Inc. have
elected to be taxed as "C" corporations. Accordingly, income taxes are provided
for under the liability method, which takes into account differences between
financial statement treatment and tax treatment of certain transactions.

F-146

<PAGE>

THE THERMO-SHIELD COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

1. ACCOUNTING POLICIES (CONTINUED)
Thermo-Shield of America (Michigan), Inc. and Thermo-Shield of America
(Arizona), Inc. have elected to be taxed as S corporations under the provisions
of Subchapter S of the Internal Revenue Code. Under those provisions, the
companies do not pay federal corporate income taxes on their taxable income.
Instead the stockholder is liable for federal income taxes on the companies'
taxable income.

USE OF ESTIMATES

2. RELATED PARTY TRANSACTIONS

On November 3, 1997, the Company began leasing its primary place of business
from the majority stockholder of the Company. Lease expense and the related
lease commitment are included in related party amounts disclosed in Note 6.

The Company has a note receivable due from the majority stockholder at an
interest rate of 7.0%. Amounts owed the Company were $138,354, $147,261 and
$156,169 at December 31, 1996, 1997 and 1998, respectively.

The Company has amounts due from the majority stockholder of $2,622, $18,185
and $60,000 at December 31, 1996, 1997 and 1998, respectively.

The Company has non-interest bearing loans from related parties payable on
demand of $197,000 and $54,500 at December 31, 1997 and 1998, respectively.

3. UNCOMPLETED CONTRACTS

Costs and billings on uncompleted contracts at December 31 are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Costs incurred on uncompleted contracts..... $ 178,085 $ 218,254 $ 330,003
Billings to date............................ (163,404) (137,978) (232,198)
--------- --------- ---------
$ 14,681 $ 80,276 $ 97,805
========= ========= =========
</TABLE>

F-147

<PAGE>

THE THERMO-SHIELD COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

3. UNCOMPLETED CONTRACTS (CONTINUED)
These amounts are included in the accompanying combined balance sheets under
the following captions:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- ---------
<S> <C> <C> <C>
Costs in excess of billings on uncompleted
contracts.................................. $101,804 $138,998 $ 218,128
Billings in excess of costs on uncompleted
contracts.................................. (87,123) (58,722) (120,323)
-------- -------- ---------
$ 14,681 $ 80,276 $ 97,805
======== ======== =========
</TABLE>

4. LINES OF CREDIT

The Company has available a $500,000 line of credit, all of which is unused
at December 31, 1998. Bank advances on the credit bear interest at the bank's
prime rate (7.75% at December 31, 1998) and are secured by a blanket lien on all
the assets of Thermo-Shield Company, Inc. and Thermo-Shield of America
(Wisconsin), Inc., and a personal guaranty of the majority stockholder.

On January 9, 1999, the Company entered into an additional $300,000 line of
credit with a bank. The line bears interest at the bank's prime rate and is
secured by a blanket lien on all the assets of Thermo-Shield Company, Inc. and
Thermo-Shield of America (Wisconsin), Inc.

5. INCOME TAXES

Significant components of income tax expense (benefit) for the years ended
December 31 are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal..................................... $136,000 $ 71,000 $ 6,000
State....................................... 35,000 20,000 4,000
-------- -------- --------
171,000 91,000 10,000

Deferred:
Federal..................................... (5,000) 32,000 (62,000)
State....................................... (1,000) 6,000 (11,000)
-------- -------- --------
(6,000) 38,000 (73,000)
-------- -------- --------
Income tax expense (benefit).................. $165,000 $129,000 $(63,000)
======== ======== ========
</TABLE>

F-148

<PAGE>

THE THERMO-SHIELD COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

5. INCOME TAXES (CONTINUED)
A reconciliation of income tax expense (benefit) with the expected amount
computed by applying the federal statutory income tax rate to income before
income taxes for the years ended December 31 is as follows:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Income tax provision computed at statutory
rate........................................ $143,482 $ 34,094 $ 80,646
State taxes, net of federal effect............ 22,440 17,160 (4,620)
Effect of S corporations...................... -- 97,678 (88,570)
Other......................................... (922) (19,932) (50,456)
-------- -------- --------
Income tax expense (benefit).................. $165,000 $129,000 $(63,000)
======== ======== ========
</TABLE>

Significant components of the Company's deferred tax assets and liabilities
consist of the following as of December 31:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Deferred tax assets:
Cash/accrual basis difference................ $39,957 $ 22,042 $103,903
------- -------- --------
Total deferred tax assets.................... 39,957 22,042 103,903
------- -------- --------
Deferred tax liabilities:
Property and equipment....................... 3,365 (17,741) (27,576)
Other........................................ (3,322) (2,301) (1,327)
------- -------- --------
Total deferred tax liabilities................. 43 (20,042) (28,903)
------- -------- --------
Net deferred tax asset......................... $40,000 $ 2,000 $ 75,000
======= ======== ========
</TABLE>

6. COMMITMENTS AND CONTINGENCIES

The Company leases a main office building from its majority stockholder and
other office facilities from non-related parties under noncancellable operating
leases. Future minimum lease payments at December 31, 1998 are as follows:

<TABLE>
<CAPTION>
RELATED PARTY OTHER
LEASE LEASES
------------- --------
<S> <C> <C>
1999.................................................. $ 96,000 $ 67,853
2000.................................................. 96,000 61,755
2001.................................................. 96,000 7,526
2002.................................................. 96,000 --
2003.................................................. 96,000 --
Thereafter............................................ 368,000 --
-------- --------
Total................................................. $848,000 $137,134
======== ========
</TABLE>

The Company incurred rental expense under noncancellable operating leases
amounting to approximately $42,000, $116,000 and $203,000 for the years ended
December 31, 1996, 1997 and 1998, respectively

F-149

<PAGE>

THE THERMO-SHIELD COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
($16,000 in 1997 and $96,000 in 1998 under the related party lease; and there
was no related party rent expense in 1996).

The Company is contingently liable for an irrevocable letter of credit
outstanding from a bank to Lowe's Companies, Inc. in the amount of $50,000. The
letter of credit is security for performance on Thermo-Shield contracts sold
through Lowe's stores.

7. SUBSEQUENT EVENTS

On March 23, 1999, a majority of the net assets of Thermo-Shield Co., Inc.
and Thermo-Shield of America (Wisconsin), Inc., and 100% of the capital stock of
Thermo-Shield of America (Michigan), Inc., and Thermo-Shield of America
(Arizona), Inc. were acquired by ThermoView Industries, Inc.

8. YEAR 2000 READINESS (UNAUDITED)

However, despite the Company's efforts and contingency plans, noncompliant
computer systems could have a material adverse effect on the Company's
operations, or its financial condition.

F-150
<PAGE>

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO PRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON
ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER
TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO.

TABLE OF CONTENTS

Page
----
<S> <C>
Prospectus Summary............................................................................... 1
Risk Factors..................................................................................... 4
Forward-Looking Statements....................................................................... 8
Use of Proceeds.................................................................................. 9
Dividend Policy.................................................................................. 9
Price Range of Common Stock...................................................................... 10
Capitalization................................................................................... 11
Selected Historical and Pro Forma Financial Data................................................. 12
Management's Discussion and Analysis of Financial Condition and Results of Operations............ 15
Business......................................................................................... 28
Management....................................................................................... 40
Certain Transactions............................................................................. 51
Principal Stockholders........................................................................... 55
Description of Capital Stock..................................................................... 57
Shares Eligible for Future Sale.................................................................. 61
Selling Stockholders............................................................................. 63
Plan of Distribution............................................................................. 63
Legal Matters.................................................................................... 65
Experts.......................................................................................... 65
Where You Can Find More Information.............................................................. 66
Index to Financial Statements.................................................................... F-1

</TABLE>
-----------

THROUGH AND INCLUDING ___________, 2000 (THE 25TH DAY AFTER THE DATE
OF THIS PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO A DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITER AND WITH RESPECT TO AN UNSOLD ALLOTMENT
OR SUBSCRIPTION.

1,100,000 SHARES

[LOGO]

COMMON STOCK

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Not applicable.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145(a) of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person (including his estate or
personal representative) who was, is or is threatened to be made a party in a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, because he is or was a director
against liability incurred in the proceeding if: (i) he conducted himself in
good faith; (ii) he reasonably believed that his conduct was in or not
opposed to the best interests of the corporation; and (iii) in the case of
any criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. Indemnification may be made against the obligation to
pay a judgment, settlement, penalty, fine or reasonable expenses (including
counsel fees) incurred with respect to a proceeding. Pursuant to Section
145(e), a corporation may pay for or reimburse the reasonable expenses
incurred by a director in advance of final disposition of the action, suit or
proceeding if the director undertakes to repay such advance upon an ultimate
determination that he is not entitled to indemnification by the corporation.

A director who has been successful, on the merits or otherwise, in
the defense of any action, suit or proceeding to which he was a party because
he is or was a director of the corporation is entitled to indemnification
against actual and reasonable expenses incurred by him in connection with the
proceeding. Unless limited by its certificate of incorporation, a Delaware
corporation may indemnify and advance expenses to an officer, employee or
agent of the corporation to the same extent that it may indemnify and advance
expenses to directors. An officer of the corporation is also entitled to
mandatory indemnification to the same extent as a director.

The indemnification and advancement of expenses provided by or
granted pursuant to Section 145 is not exclusive of any rights to which those
seeking indemnification or advancement of expenses may otherwise be entitled.
Section 145(g) empowers a Delaware corporation to purchase and maintain
insurance on behalf of its directors, officers, employees or agents against
liability asserted against or incurred by the individuals in those
capacities, whether or not the corporation would have the power under Section
145 to indemnify them against such liability. The registrant has purchased
and maintains directors' and officers' liability insurance. The registrant
has also entered into an agreement with each of its directors which requires
the registrant to indemnify the director to the fullest extent permitted by
Delaware law.

The registrant's certificate of incorporation and bylaws require it
to indemnify its directors to the fullest extent permitted by applicable
state or federal laws. The bylaws further permit the registrant to indemnify
its officers to the same extent that it indemnifies directors and to such
further extent, consistent with law, as may be provided by general or
specific action of the board of directors, or contract.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Unless otherwise noted herein, the issuance of securities in the
transactions described below and for the period from July 1997 are deemed to
be exempt from registration under the Securities Act, either pursuant to the
exemption from registration contained in Section 4(2) thereof, or under the
provisions of Regulation D or Rule 701, each as promulgated under the
Securities Act. In the case of sales in reliance upon Regulation D, to the
best of the registrant's knowledge, such sales were made solely to investors
who represented in writing that they, or whom the registrant reasonably
believed, were accredited investors and to not more than 35 non-accredited
investors, all of whom purchased the securities for investment and not with a
view to the distribution thereof. All sales were made without general
solicitation or general advertising. Restrictions have been imposed upon the
resale of such securities, including placement of legends thereon describing
such restrictions.

II-1

<PAGE>

The following table describes the sale transactions and exemptions
relied upon by the registrant.

DATE TITLE AMOUNT EXEMPTION
---- ----- ------ ---------
<S> <C> <C> <C>
1. July 1, 1997 Thermo-Tilt Window Company Common 2,621,967 shares of the registrant's Section 4(2)
Stock common stock issued to 10
individuals or entities upon
incorporation of Thermo-Tilt
in exchange for cash or
property contributed by
such individuals or entities.

2. October 22, 1997 Options to Purchase Thermo-Tilt Options to purchase 536,285 shares Section 4(2)
Common Stock of the registrant's common stock at
$0.87 per share granted to three
consultants and one employee for
services to be rendered. Options
to purchase 7,247 shares of common
stock at $0.87 per share transferred
to the former spouse of one
consultant.

3. November 13, 1997 Thermo-Tilt Common Stock 231,907 shares of the registrant's Regulation D
common stock sold to one accredited
investor for $5.40 per share.

4. January 19, 1998 Options to Purchase Thermo-Tilt Options to purchase 144,942 shares Section 4(2)
Common Stock of the registrant's common stock at
$3.45 per share granted to Stephen
A. Hoffmann for services to be
rendered pursuant to an employment
agreement with Thermo-Tilt. Options
to purchase 39,859 shares of common
stock at $3.45 per share transferred
to Mr. Hoffmann's former spouse.

5. January 19, 1998 Options to Purchase Thermo-Tilt Options to purchase 28,988 shares of Section 4(2)
Common Stock the registrant's common stock at
$3.45 per share granted to Nelson E.
Clemmens for services to be rendered
pursuant to an employment agreement
with Thermo-Tilt.

6. March 30, 1998 Options to Purchase Thermo-Tilt Options to purchase 14,495 shares of Section 4(2)
Common Stock the registrant's common stock at
$3.45 per share granted to R. Jerry
Falkner in connection with investor
relations services to be performed
by R.J. Falkner & Company, Inc.

7. March 30, 1998 Options to Purchase Thermo-Tilt Options to purchase 14,495 shares of Section 4(2)
Common Stock the registrant's common stock at
$3.45 per share granted to Anthony
V. Yonadi in connection with
consulting services to be performed
by Mr. Yonadi.

8. March 31, 1998 Thermo-Tilt Common Stock 266,127 shares of the registrant's Regulation D
common stock sold to 16 accredited
investors and 24 nonaccredited
investors for $3.45 per share.

II-2

<PAGE>

9. April 1, 1998 Options to Purchase Thermo-Tilt Options to purchase 14,495 shares of Section 4(2)
Common Stock the registrant's common stock at
$3.45 per share granted to Coffin
Communications, Inc. in connection
with consulting services to be
performed by Coffin.

10. April 15, 1998 Options Incentive stock options to purchase Section 4(2) or Rule
266,667 shares of common stock at 701
$3.45 per share granted to Stephen
A. Hoffmann pursuant to the
registrant's 1998 employee stock
option plan.

11. April 15, 1998 Options Options to purchase 100,000 shares Section 4(2)
of common stock at $3.45 per share
granted to John H. Cole for services
to be rendered pursuant to an
employment agreement with the
registrant.

12. April 20, 1998 Options Options to purchase 41,667 shares of Section 4(2)
common stock at $3.45 per share
granted to James J. TerBeest for
services to be rendered pursuant to
an employment agreement with the
registrant.

13. April 25, 1998 Common 258,334 shares issued to principals Regulation D
of American Home Developers Co.,
Inc. upon its acquisition by the
registrant.

14. April 30, 1998 Common 162,000 shares issued to principals Regulation D
of Primax Window Co. upon its
acquisition by the registrant.

15. April 30, 1998 Common 373,334 shares issued to principals Regulation D
of Rolox of Kansas City, Inc. and
Rolox of Wichita, Inc. upon their
acquisition by the registrant.

16. June 12, 1998 to October 10% Cumulative Convertible Series A 2,980,000 shares of Series A Regulation D
15, 1998 Preferred Stock preferred stock sold to 56
accredited investors for $5.00 per
share.

17. June 24, 1998 Common 580 shares issued to Some Day Corp. Section 4(2)
for consulting services rendered

18. July 1, 1998 Options Non-qualified stock options to Section 4(2) or Rule
purchase 43,334 shares of common 701
stock at $6.15 per share granted to
two key employees pursuant to the
registrant's 1998 employee stock
option plan.

19. July 9, 1998 Common 122,416 shares issued to principals Regulation D
of American Home Remodeling upon its
acquisition by the registrant.

20. July 9, 1998 Common 116,667 shares issued to principals Regulation D
of Five Star Builders, Inc. upon its
acquisition by the registrant.

21. November 1, 1998 Options Incentive stock options to purchase Section 4(2) or Rule
66,667 shares of common stock at 701
$6.90 per share granted to Nelson E.
Clemmens pursuant to the
registrant's 1998 employee stock
option plan.

II-3

<PAGE>

22. November 1, 1998 Warrants Warrants to purchase 41,667 shares Section 4(2)
of common stock at an exercise price
of $30.00 per share (subject to
adjustment), expiring in
November 2003, issued to EBI
Securities Corporation in connection
with merger and acquisition and
related services rendered.

23. January 1, 1999 Common; 10% Cumulative Convertible 100,475 shares of common stock and Regulation D
Series B Preferred Stock 400,000 shares of Series B preferred
stock issued to principals of Thomas
Construction, Inc. upon its
acquisition by the registrant.

24. January 1, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
116,667 shares of common stock at 701
$15.93 per share granted to six key
employees pursuant to the
registrant's 1998 employee stock
option plan.

25. January 1, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
240,041 shares of common stock at 701
$15.93 per share granted to 227 key
employees pursuant to the
registrant's 1999 stock option plan.

26. January 5, 1999 Common 37,351 shares issued to principals Regulation D
of Precision Window Mfg., Inc. upon
its acquisition by the registrant.

27. March 4, 1999 Common 29,255 shares issued to certain Regulation D
former principals of Leingang Siding
and Window, Inc. in connection with
earn-out agreement entered into upon
the registrant's acquisition of
Leingang.

28. March 4, 1999 Common 29,031 shares issued to certain Regulation D
former principals of Thermal Line
Windows, L.L.P. in connection with
earn-out agreement entered into upon
the registrant's acquisition of
Thermal Line.

29. March 4, 1999 Common 20,973 shares issued to certain Regulation D
former principals of North Country
Thermal Line, Inc. in connection
with earn-out agreement entered into
upon the registrant's acquisition of
North Country.

30. March 23, 1999 Common 185,006 shares issued to a principal Regulation D
of Thermo-Shield Group upon the
registrant's acquisition of
Thermo-Shield.

31. March 23, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
33,334 shares of common stock at 701
$25.86 per share granted to one key
employee pursuant to the
registrant's 1999 stock option plan.

32. March 31, 1999 Common 2,899 shares issued to Some Day Section 4(2)
Corp. for consulting services
rendered.

II-4

<PAGE>

33. April 19, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
16,000 shares of common stock at 701
$19.38 per share granted to 9 key
employees pursuant to the
registrant's 1999 stock option plan.

34. April 23, 1999 9.6% Cumulative Convertible Series C 6,000 Series C shares sold to 2 Section 4(2) or
Preferred Stock; Warrant accredited investors for $1,000 per Regulation D
share. Warrants to purchase 400,000
shares of common stock at an exercise
price of $18.00 per share, subject to
adjustment, expiring in April 2004,
issued to two accredited investors
in connection with sale of Series
C.

35. May 10, 1999 Options Non-qualified stock options to Section 4(2) or Rule
purchase 7,500 shares of common 701
stock at $11.64 per share granted to
three outside directors pursuant to
the registrant's 1999 stock option
plan.

36. June 30, 1999 Common 18,000 shares issued to principals Section 4(2)
of Primax Window Co. in connection
with earn-out agreement entered into
upon acquisition of Primax.

37. July 8, 1999 Warrant Warrants to purchase 555,343 shares Section 4(2)
of common stock at an exercise price
of $0.03 per share (subject to
adjustment), expiring in July 2007,
issued to one accredited investor.

38. July 29, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
66,667 shares of common stock at 701
$11.43 per share granted to Robin C.
Edwardsen pursuant to the
registrant's 1999 stock option plan.

39. July 29, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
33,334 shares of common stock at 701
$11.43 per share granted to John H.
Cole pursuant to the registrant's
1999 stock option plan.

40. July 29, 1999 Options Incentive stock options to purchase Section 4(2) or Rule
41,667 shares of common stock at 701
$11.43 per share granted to James J.
TerBeest pursuant to the
registrant's 1999 stock option plan.

41. July 29, 1999 Options Non-qualified stock options to Section 4(2) or Rule
purchase 20,000 shares of common 701
stock at $11.43 per share granted to
Robert D. Freibert pursuant to the
registrant's 1999 stock option plan.

42. October 1, 1999 Common 6,246 shares issued to holders of Section 4(2) or
Series C preferred stock as a stock Regulation D
dividend.

43. January 3, 2000 Common 13,546 shares issued to holders of Section 4(2) or
Series C preferred stock as a stock Regulation D
dividend.

44. April 6, 2000 Common 11,221 shares issued to holders of Section 4(2) or
Series C preferred stock as a stock Regulation D
dividend.
II-5

<PAGE>

45. April 12, 2000 Options Incentive stock options to purchase Section 4(2) or Rule
13,333 shares of common stock at 701
$2.50 per share granted to key
employees pursuant to the
registrant's 1999 stock option plan.

46. April 26, 2000 12% Cumulative Series D Preferred 1,439,316 shares issued to certain Section 4(2) or
Stock former principals of Thermal Line Regulation D
Windows, L.L.P., Thomas
Construction, Inc., and Five
Star Builders, Inc., in connection
with earn-out agreements entered
into upon the registrant's acquisition
of those companies.

47. May 10, 2000 Common 153,679 shares issued to certain Section 4(2) or
former principals of Thermal Line Regulation D
Windows, L.L.P., in connection with
earn-out agreement entered into upon
the registrant's acquisition of

Thermal Line.
</TABLE>
II-6

<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

The following exhibits are filed as part of this registration statement:

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
3.1* -- Restated Certificate of Incorporation of the registrant
3.1(a)* -- Certificate of Amendment of Restated Certificate of Incorporation of the registrant
3.1(b)* -- Second Certificate of Amendment of Restated Certificate of Incorporation of the registrant
3.2* -- Certificate of Designation of the registrant (9.6% Cumulative Convertible Series C Preferred Stock)
3.2(a)* -- Certificate of Amendment of Certificate of Designation of the registrant (9.6% Cumulative
Convertible Series C Preferred Stock)
3.3* -- Amended and Restated By-Laws of the registrant
3.4 -- Certificate of Designation of the registrant (12% Cumulative Series D Preferred Stock)
4.1* -- Specimen common stock certificate
5.1* -- Opinion and consent of Stites & Harbison
10.1* -- ThermoView Industries, Inc. 1998 Employee Stock Option Plan
10.2* -- ThermoView Industries, Inc. 1999 Stock Option Plan
10.3* -- Stock Option Agreement, dated as of October 22, 1997, by and between Thermo-Tilt Window Company and LD
Capital, Inc.
10.4* -- Stock Option Agreement, effective as of October 22, 1997, by and between the registrant and Stephen A.
Hoffmann
10.5* -- Stock Option Agreement, dated as of October 22, 1997, by and between Thermo-Tilt Window Company and Nelson E.
Clemmens
10.6* -- Employment and Noncompetition Agreement, dated as of January 13, 1998, by and between Thermo-Tilt Window
Company and Stephen A. Hoffmann
10.7* -- First Amendment to Employment and Noncompetition Agreement, dated as of April 15, 1998, by and between
Thermo-Tilt Window Company and Stephen A. Hoffmann
10.8* -- Executive Employment Agreement, dated as of April 15, 1998, by and between the registrant and Stephen A.
Hoffmann
10.9* -- Stock Option Agreement, dated as of January 13, 1998, by and between the registrant and Stephen A. Hoffmann
10.10* -- Option Certificate, dated as of April 15, 1998, by and between the registrant and Stephen A. Hoffmann
10.11* -- Employment and Noncompetition Agreement, dated as of January 19, 1998, by and between Thermo-Tilt Window
Company and Nelson E. Clemmens
10.12* -- Stock Option Agreement, dated as of January 19, 1998, by and between Thermo-Tilt Window Company and Nelson E.
Clemmens
10.13* -- First Amendment to Employment and Noncompetition Agreement, dated as of April 15, 1998, by and between
Thermo-Tilt Window Company and Nelson E. Clemmens
10.14* -- Amended and Restated Employment and Noncompetition Agreement, dated as of April 15, 1998, by and between the
registrant and Nelson E. Clemmens
10.15* -- First Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of November 1,
1998, by and between the registrant and Nelson E. Clemmens
10.16* -- Option Certificate, dated as of November 1, 1998, by and between the registrant and Nelson E. Clemmens
10.17* -- Amended and Restated Employment and Noncompetition Agreement, dated as of June 26, 1999, by and between the
registrant and Richard E. Bowlds
10.18* -- Amended and Restated Employment and Noncompetition Agreement, dated as of July 28, 1999, by and between the
registrant and John H. Cole
10.19* -- Stock Option Agreement, dated as of April 15, 1998, by and between the registrant and John H. Cole
10.20* -- Stock Option Agreement, dated as of July 29, 1999, by and between the registrant and John H. Cole
10.21* -- Amended and Restated Employment and Noncompetition Agreement, dated as of July 28, 1999, by and between
the registrant and James J. TerBeest
10.22* -- Stock Option Agreement, dated as of April 20, 1998, by and between the registrant and James J. TerBeest
10.23* -- Stock Option Agreement, dated as of July 29, 1999, by and between the registrant and James J. TerBeest
10.24* -- Employment Agreement, dated as of April 29, 1998, by and between ThermoView Merger Corp. and Charles L.
Smith

II-7

<PAGE>

10.25* -- Employment Agreement, dated as of January 5, 1999, by and between Precision Window Mfg., Inc. and Charles L.
Smith
10.26* -- Lease, dated as of November 1, 1998, by and between the registrant and Glenn Lyon Development Corporation
10.27* -- Warrant, dated as of November 1, 1998, by and between the registrant and EBI Securities Corporation
10.28* -- Loan Agreement, dated as of August 31, 1998, by and among the registrant, then-existing subsidiaries of
the registrant (collectively, "Borrowers") and PNC Bank, National Association ("PNC")
10.29* -- Joinder to Loan Documents and Amendment to Loan Documents (Thomas Construction, Inc.), dated as of January 1,
1999, by and among Borrowers and PNC
10.30* -- Joinder to Loan Documents and Amendment to Loan Documents (Precision Window Mfg., Inc.), dated as of January
5, 1999, by and among Borrowers and PNC
10.31* -- Joinder to Loan Documents and Amendment to Loan Documents (Thermo- Shield), dated as of July 8, 1999, by and
among Borrowers and PNC
10.32* -- Securities Purchase Agreement, dated as of April 23, 1999, by and among the registrant, Brown Simpson
Strategic Growth Fund, Ltd ("Brown Ltd."). and Brown Simpson Strategic Growth Fund, L.P. ("Brown L.P.", which
together with Brown Ltd., "Brown Simpson")
10.33* -- Registration Rights Agreement, dated as of April 23, 1999, by and among the registrant and Brown Simpson
10.34* -- Stock Purchase Warrant by and between the registrant and Brown L.P.
10.35* -- Amendments to Stock Purchase Warrant, by and between the registrant and Brown L.P.
10.36* -- Stock Purchase Warrant by and between the registrant and Brown Ltd.
10.37* -- Amendments to Stock Purchase Warrant, by and between the registrant and Brown Ltd.
10.38* -- Securities Purchase Agreement, dated as of July 8, 1999, between the registrant and GE Capital Equity
Investments, Inc.
10.39* -- Stock Purchase Warrant, by and between the registrant and GE Capital Equity Investments, Inc.
10.40* -- Form of Management Indemnification Agreement
10.41* -- Agreement and Plan of Merger, dated as of April 23, 1998, by and among the registrant, ThermoView Merger
Corp., American Home Developers Co., Inc. and the Shareholders of American Home Developers Co., Inc.
10.42* -- Agreement and Plan of Merger, dated as of April 29, 1998, by and among the registrant, ThermoView Merger
Corp., Primax Window Co. and the Shareholders of Primax Window Co.
10.43* -- Lease, dated April 29, 1998, between Charles L. Smith and Primax Window Co.
10.44* -- Agreement and Plan of Merger, dated as of April 29, 1998, by and among the registrant, ThermoView Merger
Corp., Rolox of Wichita, Inc. and the Shareholders of Rolox of Wichita, Inc.
10.45* -- Lease, dated April 29, 1998, by and between Robert L. Cox and Rolox, Inc.
10.46* -- Lease, dated April 29, 1998, by and between Robert L. Cox, Robert L. Cox II and Rolox, Inc.
10.47* -- Lease, dated April 29, 1998, by and between L & D Partnership and Rolox, Inc.
10.48* -- Lease, dated April 29, 1998, by and between LBD, L.L.C. and Rolox, Inc.
10.49* -- Asset Purchase Agreement, dated May 27, 1998, by and between TD Windows, Inc. and Allhom Eagles Windows &
Doors, Inc.
10.50* -- Agreement and Plan of Merger, dated as of July 9, 1998, by and among the registrant, ThermoView/AHR Merger
Corp., American Home Remodeling, Pacific Exteriors, Incorporated and the Shareholders of American Home
Remodeling and Pacific Exteriors, Incorporated.
10.51* -- Agreement and Plan of Merger, dated as of July 9, 1998, by and among the registrant, ThermoView/FSB Merger
Corp., Five Star Builders, Inc. and the Shareholders of Five Star Builders, Inc.
10.52* -- Asset Purchase Agreement, dated July 21, 1998, by and among the registrant, NuView Industries, Inc. and
Douglas E. Miles.
10.53* -- Stock Purchase Agreement, dated August 14, 1998, by and between Alvin W. Leingang and the registrant.
10.54* -- Net Lease, dated January 1, 1997, between Al Leingang and Leingang Siding and Window, Inc.
10.55* -- First Amendment to Lease, dated as of August 14, 1998, by and between Al Leingang and Leingang Siding and
Window, Inc.
10.56* -- Lease, dated August 16, 1995, between Wayne Kluck and Leingang Siding and Window, Inc.
10.57* -- First Amendment to Lease, dated as of August 14, 1998, by and between Alvin W. Leingang and Leingang Siding
and Windows, Inc.
10.58* -- Stock Purchase Agreement, dated August 14, 1998, by and among Alvin W. Leingang, Steven B. Hoyt and the
registrant.
10.59* -- Standard Commercial Lease, dated January 2, 1996, by and between Alvin W. Leingang and Thermal Line Windows,
L.L.P.
10.60* -- First Amendment to Lease, dated as of August 14, 1998, by and between Alvin W. Leingang and Thermal Line
Windows, L.L.P.

II-8

<PAGE>

10.61* -- Equipment Lease, dated as of January 2, 1996, by and between North Country Thermal Line, Inc. and Thermal
Line Windows, L.L.P.
10.62* -- First Amendment to Equipment Lease, dated as of August 14, 1998, by and between North Country Thermal Line,
Inc. and Thermal Line Windows, L.L.P.
10.63* -- Equipment Lease, dated as of January 2, 1996, by and between North Country Thermal Line, Inc. and Thermal
Line Windows, L.L.P.
10.64* -- First Amendment to Equipment Lease, dated as of August 14, 1998, by and between North Country Thermal Line,
Inc. and Thermal Line Windows, L.L.P.
10.65* -- Equipment Lease, dated as of January 2, 1996, by and between Alvin W. Leingang and Thermal Line Windows,
L.L.P.
10.66* -- Amendment to Equipment Lease, dated as of January 2, 1997, by and between Alvin W. Leingang and Thermal Line
Windows, L.L.P.
10.67* -- Second Amendment to Equipment Lease, dated as of August 14, 1998, by and between Alvin W. Leingang and
Thermal Line Windows, L.L.P.
10.68* -- Asset Purchase Agreement, dated November 18, 1998, by and between Thermal Line Windows, L.L.P. and North
Country Thermal Line, Inc.
10.69* -- Stock Purchase Agreement, dated January 5, 1999, by and among Charles L. Smith, Robert L. Cox, Richard
Ahrendts and the registrant.
10.70* -- Non-Negotiable Promissory Note, dated January 5, 1999, from the registrant to and in favor of Charles L.
Smith.
10.71* -- Non-Negotiable Promissory Note, dated January 5, 1999, from the registrant to and in favor of Robert L. Cox.
10.72* -- Stock Purchase Agreement, dated December 22, 1998, by and between Rodney H. Thomas and the registrant.
10.73* -- Furniture and Fixture Lease, dated as of January 1, 1999, by and between Investors Property
Holding I, LLC and Thomas Construction, Inc.
10.74* -- Lease, dated December 30, 1996, by and among Rodney H. Thomas, Dawn S. Thomas and the registrant
10.75* -- Stock Purchase Agreement, dated March 23, 1999, by and among Joel S. Kron, Jonathan D. Kron and the
registrant
10.76* -- Asset Purchase Agreement, dated March 23, 1999, by and between Thermo-Shield Company, Inc., Thermo-Shield of
America (Wisconsin), Inc. and the registrant
10.77* -- Lease, dated November 3, 1997, by and between JSK Properties, L.L.C. and the registrant
10.78* -- First Amendment to Loan Agreement, dated as of July 30, 1999, by and among Borrowers and PNC
10.79* -- Second Amendment to Loan Agreement, dated as of October 14, 1999, by and among Borrowers and PNC
10.80* -- Third Amendment to Loan Agreement, dated as of November 5, 1999, by and among Borrowers and PNC
10.81* -- Amendment No. 1 to Securities Purchase Agreement, dated as of November 4, 1999, by and between the registrant
and GE Capital Equity Investments, Inc.
10.82* -- License Agreement, dated as of January 2, 1996, by and between Thermal Line Windows, L.L.P. and Complast, Inc.
10.83* -- Fourth Amendment to Loan Agreement and Amendment to Note and Term Note, dated as of November 10, 1999, by and
among Borrowers and PNC
10.84 -- Agreement regarding earn out, dated as of April 14, 2000, by and among the registrant and Michael S. Haines
10.85 -- Agreement regarding earn out, dated as of April 14, 2000, by and among the registrant and Bradley A. Smith
10.86 -- Agreement regarding earn out, dated as of April 14, 2000, by and among the registrant and Steven B. Hoyt
10.87 -- Agreement regarding earn out, dated as of April 14, 2000, by and among the registrant and Alvin W. Leingang
10.88 -- Agreement regarding earn out, dated as of April 14, 2000, by and among the registrant and Rodney H. Thomas
10.89 -- Fifth Amendment to Loan Agreement and Amendment to Note, dated as of April 14, 2000, by and among the
Borrowers and PNC
10.90 -- Amendment No. 2 and Waiver, dated as of April 14, 2000, by and between the registrant and GE Capital Equity
Investments, Inc.
10.91 -- Amendment to Triple Net Lease Agreement, dated April 14, 2000, by and between Thomas Construction, Inc., and
13397 Lakefront Drive, LLC
10.92 -- Amendment to Furniture and Fixture Lease, dated April 14, 2000, by and between Thomas Construction, Inc. and
Investors Property Holding I, LLC
10.93 -- Window License Agreement, dated as of March 21, 2000, as amended on April 14, 2000, by and between the
registrant and Research Frontiers Incorporated
16.1* -- Letter from Singer, Lewak, Greenbaum & Goldstein, LLP regarding change in independent accountants
21.1* -- Subsidiaries of the registrant.
23.1* -- Consent of Stites & Harbison (included in Exhibit 5.1)
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Singer, Lewak, Greenbaum & Goldstein, LLP

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<PAGE>

23.4 -- Consent of Rodney W. Melby
24.1 -- Powers of attorney (reference is made to page II-11 of this Post-Effective Amendment No. 1 to Registration
Statement)
27.1 -- Financial Data Schedule

</TABLE>
- ---------------------

* Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES.

All financial statement schedules are omitted, as the required
information is inapplicable or the information is present in the financial
statements and related notes included in the prospectus.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;

(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

II-10

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on the 15th day
of May, 2000.

THERMOVIEW INDUSTRIES, INC

By:______________________________________
Stephen A. Hoffmann,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the dates indicated. Each
person whose signature appears below hereby authorizes Stephen A. Hoffmann
and Nelson E. Clemmens, or either one of them, to execute in the name of each
such person and to file, any additional post-effective amendments to
Registration Statement No. 333-84575 and any other documents as the
registrant deems appropriate and appoints each such agent as attorney-in-fact
to sign in his behalf individually and in each capacity stated below.

SIGNATURE TITLE DATE
--------- ----- ----
<S> <C>
/s/ Stephen A. Hoffmann Chairman of the Board and Chief Executive Officer May 15, 2000
---------------------------------------- (principal executive officer)
Stephen A. Hoffmann

/s/ Nelson E. Clemmens President and Director May 15, 2000
----------------------------------------
Nelson E. Clemmens

/s/ John H. Cole Chief Financial Officer (principal financial and May 15, 2000
---------------------------------------- accounting officer)
John H. Cole

/s/ Ronald L. Carmicle Director May 15, 2000
----------------------------------------
Ronald L. Carmicle

/s/ Raymond C. Dauenhauer, Jr. Director May 15, 2000
----------------------------------------
Raymond C. Dauenhauer, Jr.

/s/ J. Sherman Henderson, III Director May 15, 2000
----------------------------------------
J. Sherman Henderson, III

/s/ Robert C. Pearson Director May 15, 2000
----------------------------------------
Robert C. Pearson

</TABLE>

<PAGE>

INDEX TO EXHIBITS

E-1

<PAGE>

E-2

<PAGE>

E-3

<PAGE>

23.4 -- Consent of Rodney W. Melby
24.1 -- Powers of attorney (reference is made to page II-11 of this Post-Effective Amendment No. 1 to Registration
Statement)
27.1 -- Financial Data Schedule

</TABLE>
- ---------------------

* Previously filed.

E-4

<PAGE>

CERTIFICATE OF DESIGNATION

CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS THEREOF, OF 12% SERIES D CUMULATIVE
PREFERRED STOCK

THERMOVIEW INDUSTRIES, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

Pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware (the "DGCL"), the Board of Directors of ThermoView Industries, Inc.,
a Delaware corporation (the "Company"), hereby unanimously consents to, adopts
and ratifies the following resolution:

RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Company by the provisions of
Section 4.2 of Article IV of the Restated Certificate of Incorporation
of the Company (the "Restated Certificate of Incorporation"), and
Section 151(g) of the DGCL, such Board of Directors hereby creates,
from the 50,000,000 authorized shares of Preferred Stock, par value
$.001 per share (the "Preferred Stock"), of the Company authorized to
be issued pursuant to the Restated Certificate of Incorporation, a
series of Preferred Stock, and hereby fixes by this certificate of
designation (this "Certificate of Designation") the voting powers,
designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions
thereof, of the shares of such series as follows:

The series of Preferred Stock hereby established shall consist
of 1,500,000 shares designated as "12% Cumulative Series D
Preferred Stock" (hereinafter called the "Series D Preferred
Stock"), which shall have a stated value of $5.00 per share.
The relative rights, preferences and limitations of such
series shall be as follows:

1
<PAGE>

12% CUMULATIVE SERIES D PREFERRED STOCK

(1) RANKING. The Series D Preferred Stock will, with respect to payment
of dividends and amounts upon liquidation, dissolution or winding up, rank (i)
senior to the Common Stock of the Company, $.001 par value (the "Common Stock")
and to shares of all other series of Preferred Stock issued by the Company the
terms of which specifically provide that the capital stock of such series rank
junior to such Series D Preferred Stock with respect to dividend rights or
distributions upon dissolution of the Company ("Junior Stock"); (ii) on a parity
with (a) all shares of the Company's 6.6% Cumulative Convertible Series C
Preferred Stock and (b) the shares of all capital stock issued by the Company
whether or not the dividend rates, dividend payment dates, or redemption or
liquidation prices per share thereof shall be different from those of the Series
D Preferred Stock, if the holders of stock of such class or series shall be
entitled by the terms thereof to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or liquidation prices, without
preference or priority of one over the other as between the holders of such
stock and the holders of shares of Series D Preferred Stock (collectively (a)
and (b) being "Parity Stock"); and (iii) junior to all capital stock issued by
the Company the terms of which specifically provide that the shares rank senior
to the Series D Preferred Stock with respect to dividends and distributions upon
dissolution of the Company ("Senior Stock").

(2) DIVIDENDS.

(a) Holders of shares of Series D Preferred Stock will be
entitled to receive, when, as and if declared by the Board of Directors of the
Company and only with the consent of PNC Bank, N.A. or any successor lender
thereto, out of funds of the Company legally available for payment, subject to
the prior and superior rights of Senior Stock, but PARI PASSU with Parity Stock,
and in preference to Junior Stock, cumulative cash dividends at the rate per
annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D
Preferred Stock will be payable quarterly in arrears on the last calendar day of
April, July, October and January of each year, commencing July 31, 2000 (and in
the case of any accumulated and unpaid dividends not paid on the corresponding
dividend payment date, at such additional times and for such interim periods, if
any, as determined by the Board of Directors). Each such dividend will be
payable to holders of record as they appear on the stock records of the Company
at the close of business on such record dates, not more than 60 days nor less
than 10 days preceding the payment dates thereof, as shall be fixed by the Board
of Directors of the Company. Dividends will accrue from the date of the original
issuance of the Series D Preferred Stock. Dividends will be cumulative from such
date, whether or not in any dividend period or periods there shall be funds of
the Company legally available for the payment of such dividends. Accumulations
of dividends on shares of Series D Preferred Stock will not bear interest.
Dividends payable on the Series D Preferred Stock for any period greater or less
than a full dividend period will be computed on the basis of actual days.
Dividends payable on the Series D Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

(b) Except as provided in the next sentence, no dividend will
be declared or paid on any Parity Stock unless full cumulative dividends have
been declared and paid or are

2
<PAGE>

contemporaneously declared and funds sufficient for payment set aside on the
Series D Preferred Stock for all prior dividend periods. If accrued dividends on
the Series D Preferred Stock for all prior periods have not been paid in full,
then any dividends declared on the Series D Preferred Stock for any dividend
period and on any Parity Stock will be declared ratably in proportion to
accumulated and unpaid dividends on the Series D Preferred Stock and such Parity
Stock.

(c) So long as the shares of the Series D Preferred Stock
shall be outstanding, unless (i) full cumulative dividends shall have been paid
or declared and set apart for payment on all outstanding shares of the Series D
Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or
set apart for the payment of the dividend for the current dividend period with
respect to the Series D Preferred Stock and any Parity Stock and (iii) the
Company is not in default or in arrears with respect to the mandatory or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other analogous fund for, the Series D Preferred
Stock or any Parity Stock, the Company may not declare any dividends on any
Junior Stock, or make any payment on account of, or set apart money for, the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for, any shares of Junior Stock or make any distribution in respect
thereof, whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither convertible into, nor exchangeable
or exercisable for, any securities of the Company other than Junior Stock, or
(y) Common Stock acquired in connection with the cashless exercise of options
under employee incentive or benefit plans of the Company or any subsidiary or
any other redemption or purchase or other acquisition of Common Stock made in
the ordinary course of business, which has been approved by the Board of
Directors of the Company, for the purpose of any employee incentive or benefit
plan of the Company. The limitations in this paragraph do not restrict the
Company's ability to take the actions in this paragraph with respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include dividends payable solely in shares of Junior
Stock on Junior Stock, or in options, warrants on rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

(3) REDEMPTION.

(a) The shares of Series D Preferred Stock will be redeemable
at the option of the Company in whole or in part, for cash or for such number of
shares of Common Stock as equals the Liquidation Preference (defined hereinafter
in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard
to accumulated and unpaid dividends) as of the opening of business on the date
set for such redemption. In order to exercise its redemption option, the Company
must notify the holders of record of its Series D Preferred Stock in writing
(the "Conditions Satisfaction Notice") prior to the opening of business on the
second trading day after the conditions in the preceding sentences have, from
time to time, been satisfied.

(b) Notice of redemption (the "Redemption Notice") will be
given by mail to the holders of the Series D Preferred Stock not less than 30
nor more than 60 days prior to the date selected by the Company to redeem the
Series D Preferred Stock. The Redemption Notice shall be deemed to have been
given when deposited in the United States mail, first-class mail, postage
prepaid, whether or not such notice is actually received. The Company's right to

3
<PAGE>

exercise its redemption option will not be affected by changes in the closing
price of the Common Stock following such 30-day period. If fewer than all of the
shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed
shall be selected by lot or pro rata or in some other equitable manner
determined by the Board of Directors of the Company; provided, however, that the
Company shall not be required to effect the redemption in any manner that
results in additional fractional shares being outstanding. If full cumulative
dividends on the outstanding shares of Series D Preferred Stock shall not have
been paid or declared and set apart for payment for all regular dividend payment
dates to and including the last dividend payment date prior to the date fixed
for redemption, the Corporation shall not call for redemption any shares of
Series D Preferred Stock unless all such shares then outstanding are called for
simultaneous redemption.

(c) On the redemption date, the Company must pay, in cash, on
each share of Series D Preferred Stock to be redeemed any accumulated and unpaid
dividends through the redemption date. In the case of a redemption date falling
after a dividend payment record date and prior to the related payment date, the
holders of the Series D Preferred Stock at the close of business on such record
date will be entitled to receive the dividend payable on such shares on the
corresponding dividend payment date, notwithstanding the redemption of such
shares following such dividend payment record date. Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series D Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

(d) On and after the date fixed for redemption, provided that
the Company has made available at the office of its registrar and transfer agent
a sufficient number of shares of Common Stock and an amount of cash to effect
the redemption, dividends will cease to accrue on the Series D Preferred Stock
called for redemption (except that, in the case of a redemption date after a
dividend payment record date and prior to the related dividend payment date,
holders of Series D Preferred Stock on the dividend payment record date will be
entitled on such dividend payment date to receive the dividend payable on such
shares), such shares shall be cancelled and shall no longer be deemed to be
outstanding and all rights of the holders of such shares of Series D Preferred
Stock shall cease except the right to receive the shares of Common Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such redemption. Such cancelled shares shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to series, and may thereafter be issued but not as shares of Series D
Preferred Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates representing any such shares
(properly endorsed or assigned for transfer, if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series D
Preferred Stock (unless the Company defaults in the delivery of the shares of
Common Stock or cash) will be, without any further action, deemed a holder of
the number of shares of Common Stock for which such Series D Preferred Stock is
redeemable.

4
<PAGE>

If fewer than all the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares of Series D
Preferred Stock without cost to the holder thereof.

(f) Any shares or cash set aside by the Company pursuant to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

(g) Subject to applicable law and the limitation on purchases
when dividends on the Series D Preferred Stock are in arrears, the Company may,
at any time and from time to time, purchase any shares of the Series D Preferred
Stock by tender or by private agreement.

(4) LIQUIDATION PREFERENCE.

(a) The holders of shares of Series D Preferred Stock will be
entitled to receive in the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, $5.00 per share of Series D
Preferred Stock (the "Liquidation Preference"), plus an amount per share of
Series D Preferred Stock equal to all dividends (whether or not earned or
declared) accumulated and unpaid thereon to the date of final distribution to
such holders, and no more. If, upon any liquidation, dissolution or winding up
of the Company, the assets of the Company, or proceeds thereof, distributable
among the holders of the Series D Preferred Stock are insufficient to pay in
full the liquidation preference with respect to the Series D Preferred Stock and
any other Parity Stock, then such assets, or the proceeds thereof, will be
distributed among the holders of Series D Preferred Stock and any such Parity
Stock ratably in accordance with the respective amounts which would be payable
on such Series D Preferred Stock and any such Parity Stock if all amounts
payable thereon were paid in full.

(b) Neither a consolidation or merger of the Company with or
into another corporation, nor a sale, lease or transfer of all or substantially
all of the Company's assets will be considered a liquidation, dissolution or
winding up, voluntary or involuntary, of the Company.

(5) VOTING RIGHTS. Except as may be required by applicable law
from time to time, the holders of shares of Series D Preferred Stock will have
no voting rights.

(6) SINKING FUND. The Series D Preferred Stock shall not be
entitled to any mandatory redemption or prepayment (except on liquidation,
dissolution or winding up of the affairs of the Company) or to the benefit of
any sinking fund.

WITNESS THE SIGNATURE of the undersigned who is the Chairman of the
Board and Chief Executive Officer of ThermoView Industries, Inc. as of this 14th
day of April, 2000.

/s/ Stephen A. Hoffmann
------------------------------
Stephen A. Hoffmann

<PAGE>

AGREEMENT

THIS AGREEMENT is made and entered into as of the 14th day of April
2000, by and between THERMOVIEW INDUSTRIES, INC., a Delaware corporation
("ThermoView") and MICHAEL S. HAINES ("Haines").

PRELIMINARY STATEMENTS

As of July 9, 1998, ThermoView caused Fire Star Builders, Inc. ("Five
Star"), a California corporation, to be merger with and into Five Star Builders,
Inc. f/k/a ThermoView/FSB Merger Corp. (the Sub"), a California corporation and
wholly-owned subsidiary of ThermoView, pursuant to a certain Agreement and Plan
of Merger (the "Merger Agreement") among ThermoView, the Sub, Five Star and the
shareholders of Five Star.

Under the terms of the Merger Agreement, Haines is entitled to receive
post-closing earn-out payments (the "Earn-out Payments"), if earned, on December
31, 1999, 2000, 2001, 2002 and 2003. As of December 31, 1999, ThermoView owed
Haines payments of cash and ThermoView common stock, par value $.001 (the
"Common Stock"), equal to approximately $557,500.00 (the "Year One Earn-out
Payment") under the terms of the Merger Agreement pursuant to the earn-out
provision.

ThermoView desires to settle any and all claims to the Year One
Earn-out Payment by issuing ThermoView 12% Cumulative Series D Preferred Stock
with a stated value of $5.00 (the "Preferred Stock") in lieu of cash and Common
Stock and Haines desires to accept the Preferred Stock in full settlement of the
Year One Earn-out Payment. The terms and conditions of the Preferred Stock are
further described in the Certificate of Designation, attached hereto as EXHIBIT
A and incorporated herein by reference (the "Certificate").

NOW, THEREFORE, in consideration of these preliminary statements and
the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1. STOCK ISSUANCE. In exchange for any and all amounts due to Haines by
ThermoView pursuant to the Year One Earn-out Payment under the Merger Agreement,
and in full settlement of any claim to such Year One Earn-out Payment,
ThermoView hereby transfers to Haines and Haines hereby agrees to accept 113,173
shares of Preferred Stock. The delivery of the Preferred Stock to Haines shall
occur with fifteen (15) business days of the execution of this Agreement.

2. FULL SATISFACTION. Haines hereby acknowledges that his receipt of
the 113,173 shares of Preferred Stock is in full and complete satisfaction of
any obligation owed to Haines by ThermoView for the Year One Earn-out Payment.

3. NO AMENDMENT OR TERMINATION. Nothing contained in this Agreement
shall amend or terminate any obligations of ThermoView to make any and all other
Earn-out Payments, if earned, under the terms of the Merger Agreement.

<PAGE>

4. HAINES' REPRESENTATIONS AND WARRANTIES. Haines hereby represents and
warrants to ThermoView as follows:

(a) INVESTMENT INTENT. Haines is acquiring the Preferred Stock
for his own account and not with a present view to or for distributing or
reselling the Preferred Stock in violation of the Securities Act of 1933, as
amended (the "Securities Act"). Haines agrees that such shares of Preferred
Stock may not be sold, transferred, offered for sale, pledged, hypothecated or
otherwise disposed of without registration under the Securities Act, except
pursuant to an exemption available under the Securities Act. Haines will not
sell, offer to sell or solicit offers to buy any of the shares of Preferred
Stock in violation of the Securities Act or any securities act of any state.
Haines understands that the shares of Preferred Stock have not been registered
under federal or any state securities laws.

(b) HAINES' STATUS. Haines is (i) an "accredited investor" as
defined in Rule 501 of the Securities Act and (ii) has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Preferred Stock.

(c) RELIANCE. Haines understands and acknowledges that (i) the
Preferred Stock is being offered and sold to Haines without registration under
the Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act under Section 4(2) of the Securities Act or
Regulation D promulgated thereunder or other applicable federal and state
securities laws and (ii) the availability of such exemptions depends in part on,
and ThermoView will rely upon the accuracy and truthfulness of, the
representations set forth in this Section 4 and Haines consents to such
reliance.

(d) INFORMATION. Haines and his advisors, if any, have been
furnished with all materials relating to the business, finances and operations
of ThermoView and materials relating to the offer and sale of the Preferred
Stock, including the Certificate, which have been requested by Haines or his
advisors. Haines and his advisors, if any, have been afforded the opportunity to
ask questions of ThermoView. Haines acknowledges receipt of the ThermoView
prospectus dated December 2, 1999 (the "Prospectus") and that ThermoView will
deliver a copy of its most recent Form 10-K filing with the Securities and
Exchange Commission as soon as it becomes publicly available. Haines understands
that his investment in the Preferred Stock involves a significant degree of
risk, some of which risks associated with the investment in the Preferred Stock
are set forth in EXHIBIT B, attached hereto and incorporated herein by
reference, and in the Prospectus.

5. MISCELLANEOUS.

(a) NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) made by telex, telecopy or facsimile transmission, (iii) sent by overnight
courier, or (iv) sent by certified mail, return receipt requested, postage
prepaid.

2
<PAGE>

If to ThermoView:

ThermoView Industries, Inc.
1101 Herr Lane
Louisville, Kentucky 40222
Attn: Nelson E. Clemmens, President
Fax No. (502) 412-0301

With a copy to:

Stites & Harbison
400 West Market Street, Suite 1800
Louisville, Kentucky 40202
Attn: Alex P. Herrington, Jr., Esq.
Fax No. (502) 587-6391

If to Haines:

Michael S. Haines
5225 Quakertown Avenue
Woodland Hills, California 91364
Fax No. (818) 340-7901

All notices, requests, consents and other communications hereunder shall be
deemed to have been received either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if made by telecopy or facsimile transmission, at the time that receipt
thereof has been acknowledged by electronic confirmation or otherwise, (iii) if
sent by overnight courier, on the next business day following the day such
notice is delivered to the courier service, or (iv) if sent by certified mail,
on the fifth business day following the day such mailing is made.

(b) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the Year
One Earn-out Payment and supersedes all prior oral or written agreements and
understandings relating to the Year One Earn-out Payment. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.

(c) MODIFICATIONS AND AMENDMENTS. The terms and provisions of
this Agreement may be modified or amended only by written agreement executed by
all parties hereto.

(d) BENEFIT. This Agreement shall be binding on the parties
hereto and shall inure to the benefit of the parties hereto and the respective
successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties
hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.

3
<PAGE>

(e) GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereunder shall be construed in accordance with and
governed by the law of the Commonwealth of Kentucky, without giving effect to
the conflict of law principles thereof.

(f) SEVERABILITY. In the event that any court of competent
jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be unreasonable or unenforceable in any
respect, then such provision shall be deemed limited to the extent that such
court deems it reasonable and enforceable, and as so limited shall remain in
full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of
this Agreement shall nevertheless remain in full force and effect.

(g) HEADINGS AND CAPTIONS. The headings and captions of the
various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify, or affect the meaning or construction of any of the
terms or provisions hereof.

(h) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed
by its duly authorized officer and Haines has executed this Agreement all as of
the date first above written.

THERMOVIEW INDUSTRIES, INC.

By: /s/ Illegible

Title: President

/s/ Michael S. Haines

Michael S. Haines

4
<PAGE>

EXHIBIT A

CERTIFICATE OF DESIGNATION

THERMOVIEW INDUSTRIES, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

<PAGE>

12% CUMULATIVE SERIES D PREFERRED STOCK

(2) DIVIDENDS.

<PAGE>

(b) Except as provided in the next sentence, no dividend will
be declared or paid on any Parity Stock unless full cumulative dividends have
been declared and paid or are contemporaneously declared and funds sufficient
for payment set aside on the Series D Preferred Stock for all prior dividend
periods. If accrued dividends on the Series D Preferred Stock for all prior
periods have not been paid in full, then any dividends declared on the Series D
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably in proportion to accumulated and unpaid dividends on the Series D
Preferred Stock and such Parity Stock.

(3) REDEMPTION.

<PAGE>

Common Stock following such 30-day period. If fewer than all of the shares of
Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be
selected by lot or pro rata or in some other equitable manner determined by the
Board of Directors of the Company; provided, however, that the Company shall not
be required to effect the redemption in any manner that results in additional
fractional shares being outstanding. If full cumulative dividends on the
outstanding shares of Series D Preferred Stock shall not have been paid or
declared and set apart for payment for all regular dividend payment dates to and
including the last dividend payment date prior to the date fixed for redemption,
the Corporation shall not call for redemption any shares of Series D Preferred
Stock unless all such shares then outstanding are called for simultaneous
redemption.

(e) Fractional shares of Common Stock are not to be issued
upon redemption of the Series D Preferred Stock, but, in lieu thereof, the
Company will pay a cash adjustment based on the current market price of the
Common Stock on the day prior to the redemption date. If fewer than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares of Series D Preferred Stock without
cost to the holder thereof.

<PAGE>

(f) Any shares or cash set aside by the Company pursuant to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

(4) LIQUIDATION PREFERENCE.

(5) VOTING RIGHTS. Except as may be required by applicable law
from time to time, the holders of shares of Series D Preferred
Stock will have no voting rights.

(6) SINKING FUND. The Series D Preferred Stock shall not be
entitled to any mandatory redemption or prepayment (except on
liquidation, dissolution or winding up of the affairs of the
Company) or to the benefit of any sinking fund.

WITNESS THE SIGNATURE of the undersigned who is the Chairman of the
Board and Chief Executive Officer of ThermoView Industries, Inc. as of this ____
day of April 2000.

------------------------------
Stephen A. Hoffmann

<PAGE>

EXHIBIT B

RISK FACTORS

PRIOR TO MAKING AN INVESTMENT DECISION, A PROSPECTIVE PURCHASER OF THE
12% CUMULATIVE SERIES D PREFERRED STOCK OFFERED HEREBY SHOULD EVALUATE THE
FOLLOWING RISK FACTORS INCLUDING THOSE IN THE THERMOVIEW PROSPECTUS, DATED
DECEMBER 2, 1999.

SERIES D PREFERRED STOCK

There can be no assurance that ThermoView's continuing losses or
consolidated earnings, if ever, in the future will be sufficient to cover its
combined fixed charges and dividends on (i) the 12% Series D Cumulative
Preferred Stock alone, or (ii) its 9.6% Series C Convertible Preferred Stock and
the Series D Preferred Stock.

ABSENCE OF TRADING MARKET FOR SERIES D PREFERRED STOCK

There is no public market for the Series C Preferred Stock and Series D
Preferred Stock and ThermoView does not anticipate that any public market will
develop in the future. However, the Series C Preferred Stock is convertible into
Common Stock at a conversion price, subject to adjustment in certain
circumstances of $15.00 per share of Common Stock (initially equivalent to a
conversion rate of 66 2/3 shares of stock per share of Series C Preferred
Stock). The Series D Preferred Stock has no such conversion feature. The
ThermoView Common Stock trades on the American Stock Exchange, so a public
market does exist for the Common Stock. Without the ability to convert the
Series D Preferred Stock into Common Stock or have a market available to sell
the Series D Preferred Stock, the holders of the Series D Preferred Stock may
not be able to liquidate their investment at any time.

RESTRICTION OF PAYMENT OF CASH DIVIDENDS ON SERIES D PREFERRED STOCK

Pursuant to ThermoView's current line of credit with its principal
secured lender and documentation related to financings with other parties, it
may not pay dividends on its Common Stock until all obligations thereunder have
been paid in full and on the Series D Preferred Stock until satisfaction of all
covenants under the line of credit and other financings. ThermoView cannot
provide any assurance that it will be able to satisfy these covenants so as to
pay quarterly the dividends due on the Series D Preferred Stock. Considering
that ThermoView has in the past received waivers from its lenders for
non-compliance with its covenants, a history exists that non-compliance with its
loan or other covenants may occur in the future. Accordingly, it is possible
that ThermoView may not be able to pay any dividends due on its Series D
Preferred Stock.

LITIGATION

<PAGE>

contract, common law fraud, fraudulent misstatements and omissions in connection
with the sale of securities, negligent misrepresentations and breach of
fiduciary duty. These claims are in connection with (i) the mandatory conversion
of the ThermoView 10% Series A Convertible Preferred Stock, held by the two
funds, into ThermoView Common Stock upon completion of the ThermoView public
offering in December 1999, and (ii) purchases by the two funds of ThermoView
Common Stock from ThermoView stockholders. The funds are seeking (a) rescission
of their purchases of the Series A Preferred Stock in the amount of $3,250,000
plus interest and (b) unspecified damages in connection with their purchases of
the ThermoView Common Stock. Although ThermoView believes that the claims are
without merit and intends to vigorously defend the suit, an adverse outcome in
this action could have a material adverse effect on the financial position or
results of operations of ThermoView.

<PAGE>

AGREEMENT

THIS AGREEMENT is made and entered into as of the 14th day of April
2000, by and between THERMOVIEW INDUSTRIES, INC., a Delaware corporation
("ThermoView") and BRADLEY A. SMITH ("Smith").

PRELIMINARY STATEMENTS

As of July 9, 1998, ThermoView caused Five Star Builders, Inc. ("Five
Star"), a California corporation, to be merger with and into Five Star Builders,
Inc. f/k/a ThermoView/FSB Merger Corp. (the Sub"), a California corporation and
wholly-owned subsidiary of ThermoView, pursuant to a certain Agreement and Plan
of Merger (the "Merger Agreement") among ThermoView, the Sub, Five Star and the
shareholders of Five Star.

Under the terms of the Merger Agreement, Smith is entitled to receive
post-closing earn-out payments (the "Earn-out Payments"), if earned, on December
31, 1999, 2000, 2001, 2002 and 2003. As of December 31, 1999, ThermoView owed
Smith payments of cash and ThermoView common stock, par value $.001 (the "Common
Stock"), equal to approximately $557,500.00 (the "Year One Earn-out Payment")
under the terms of the Merger Agreement pursuant to the earn-out provision.

ThermoView desires to settle any and all claims to the Year One
Earn-out Payment by issuing ThermoView 12% Cumulative Series D Preferred Stock
with a stated value of $5.00 (the "Preferred Stock") in lieu of cash and Common
Stock and Smith desires to accept the Preferred Stock in full settlement of the
Year One Earn-out Payment. The terms and conditions of the Preferred Stock are
further described in the Certificate of Designation, attached hereto as EXHIBIT
A and incorporated herein by reference (the "Certificate").

1. STOCK ISSUANCE. In exchange for any and all amounts due to Smith by
ThermoView pursuant to the Year One Earn-out Payment under the Merger Agreement,
and in full settlement of any claim to such Year One Earn-out payment,
ThermoView hereby transfers to Smith and Smith hereby agrees to accept 113,173
shares of Preferred Stock. The delivery of the Preferred Stock to Smith shall
occur with fifteen (15) business days of the execution of this Agreement.

2. FULL SATISFACTION. Smith hereby acknowledges that his receipt of the 113,173
shares of Preferred Stock is in full and complete satisfaction of any obligation
owed to Smith by ThermoView for the Year One Earn-out Payment.

3. NO AMENDMENT OR TERMINATION. Nothing contained in this Agreement shall amend
or terminate any obligations of ThermoView to make any and all other Earn-out
Payments, if earned, under the terms of the Merger Agreement.
<PAGE>

4. SMITH'S REPRESENTATIONS AND WARRANTIES. Smith hereby represents and warrants
to ThermoView as follows:

(a) INVESTMENT INTENT. Smith is acquiring the Preferred Stock for his own
account and not with a present view to or for distributing or reselling the
Preferred Stock in violation of the Securities Act of 1933, as amended (the
"Securities Act"). Smith agrees that such shares of Preferred Stock may not
be sold, transferred, offered for sale, pledged, hypothecated or otherwise
disposed of without registration under the Securities Act, except pursuant
to an exemption available under the Securities Act. Smith will not sell,
offer to sell or solicit offers to buy any of the shares of Preferred Stock
in violation of the Securities Act or any securities act of any state. Smith
understands that the shares of Preferred Stock have not been registered
under federal or any state securities laws.

(b) SMITH'S STATUS. Smith is (i) an "accredited investor" as defined in
Rule 501 of the Securities Act and (ii) has such knowledge, sophistication
and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the prospective investment in the
Preferred Stock.

(c) RELIANCE. Smith understands and acknowledges that (i) the Preferred
Stock is being offered and sold to Smith without registration under the
Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act under Section 4(2) of the Securities Act or
Regulation D promulgated thereunder or other applicable federal and state
securities laws and (ii) the availability of such exemptions depends in part
on, and ThermoView will rely upon the accuracy and truthfulness of, the
representations set forth in this Section 4 and Smith consents to such
reliance.

(d) INFORMATION. Smith and his advisors, if any, have been furnished with
all materials relating to the business, finances and operations of
ThermoView and materials relating to the offer and sale of the Preferred
Stock, including the Certificate, which have been requested by Smith or his
advisors. Smith and his advisors, if any, have been afforded the opportunity
to ask questions of ThermoView. Smith acknowledges receipt of the ThermoView
prospectus dated December 2, 1999 (the "Prospectus") and that ThermoView
will deliver a copy of its most recent Form 10-K filing with the Securities
and Exchange Commission as soon as it becomes publicly available. Smith
understands that his investment in the Preferred Stock involves a
significant degree of risk, some of which risks associated with the
investment in the Preferred Stock are set forth in EXHIBIT B, attached
hereto and incorporated herein by reference, and in the Prospectus.

5. MISCELLANEOUS.

(a) NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by
telex, telecopy or facsimile transmission, (iii) sent by overnight courier,
or (iv) sent by certified mail, return receipt requested, postage prepaid.

2
<PAGE>

If to ThermoView:

ThermoView Industries, Inc.
1101 Herr Lane
Louisville, Kentucky 40222
Attn: Nelson E. Clemmens, President
Fax No. (502) 412-0301

With a copy to:

Stites & Harbison
400 West Market Street, Suite 1800
Louisville, Kentucky 40202
Attn: Alex P. Herrington, Jr., Esq.
Fax No. (502) 587-6391

If to Smith:

Bradley A. Smith
948 Olive Crest Drive
Encinitas, California 92024
Fax No. _______________________

All notices, requests, consents and other communications hereunder shall be
deemed to have been received either (i) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set
forth above, (ii) if made by telecopy or facsimile transmission, at the time
that receipt thereof has been acknowledged by electronic confirmation or
otherwise, (iii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iv)
if sent by certified mail, on the fifth business day following the day such
mailing is made.

(b) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the Year One
Earn-out Payment and supersedes all prior oral or written agreements and
understandings relating to the Year One Earn-out Payment. No statement,
representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.

(c) MODIFICATIONS AND AMENDMENTS. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed by
all parties hereto.

(d) BENEFIT. This Agreement shall be binding on the parties hereto and
shall inure to the benefit of the parties hereto and the respective
successors and permitted assigns of each party hereto. Nothing in this
Agreement shall be construed to create any rights or obligations except
among the parties hereto, and no person or entity shall be regarded as a
third-party beneficiary of this Agreement.

3
<PAGE>

(e) GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
law of the Commonwealth of Kentucky, without giving effect to the conflict
of law principles thereof.

(f) SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then
such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force
and effect. In the event that such court shall deem any such provision, or
portion thereof, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.

(g) HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and
shall in no way modify, or affect the meaning or construction of any of the
terms or provisions hereof.

(h) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed by
its duly authorized officer and Smith has executed this Agreement all as of the
date first above written.

THERMOVIEW INDUSTRIES, INC.

By:/s/ Illegible
-------------------------------

Title: /s/ Bradley A. Smith
----------------------------

/s/ Bradley A. Smith
----------------------------------
BRADLEY A. SMITH

4
<PAGE>

EXHIBIT A

CERTIFICATE OF DESIGNATION

THERMOVIEW INDUSTRIES, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

<PAGE>

12% CUMULATIVE SERIES D PREFERRED STOCK

(2) DIVIDENDS.
---------

(3) REDEMPTION.

(b) Notice of redemption (the "Redemption Notice") will be
given by mail to the holders of the Series D Preferred Stock not less than 30
nor more than 60 days prior to the date selected by the Company to redeem the
Series D Preferred Stock. The Redemption Notice shall be deemed to have been
given when deposited in the United States mail, first-class mail, and postage
prepaid, whether or not such notice is actually received. The Company's right to
exercise its redemption option will not be affected by changes in the closing
price of the
<PAGE>

<PAGE>

(f) Any shares or cash set aside by the Company pursuant to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

(4) LIQUIDATION PREFERENCE.

(5) VOTING RIGHTS. Except as may be required by applicable law
from time to time, the holders of shares of Series D Preferred
Stock will have no voting rights.

(6) SINKING FUND. The Series D Preferred Stock shall not be
entitled to any mandatory redemption or prepayment (except on
liquidation, dissolution or winding up of the affairs of the
Company) or to the benefit of any sinking fund.

WITNESS THE SIGNATURE of the undersigned who is the Chairman of the
Board and Chief Executive Officer of ThermoView Industries, Inc. as of this 14th
day of April 2000.

------------------------------
Stephen A. Hoffmann

<PAGE>

EXHIBIT B

RISK FACTORS

SERIES D PREFERRED STOCK

ABSENCE OF TRADING MARKET FOR SERIES D PREFERRED STOCK

RESTRICTION OF PAYMENT OF CASH DIVIDENDS ON SERIES D PREFERRED STOCK

LITIGATION

<PAGE>

AGREEMENT

THIS AGREEMENT is made and entered into as of the 14th day of April
2000, by and between THERMOVIEW INDUSTRIES, INC., a Delaware corporation
("ThermoView") and STEVEN B. HOYT ("Hoyt").

PRELIMINARY STATEMENTS

As of August 14, 1998, ThermoView acquired all of the outstanding
shares of capital stock of Ice, Inc., a North Dakota corporation and Blizzard
Enterprises, Inc., a Minnesota corporation, pursuant to a certain Stock Purchase
Agreement (the "Stock Agreement") among ThermoView, Alvin W. Leingang and Hoyt.

Under the terms of the Stock Agreement, Hoyt is entitled to receive
post-closing earn-out payments (the "Earn-out Payments"), if earned, on December
31, 1998, 1999 and 2000. As of December 31, 1999, ThermoView owed Hoyt payments
of cash and ThermoView common stock, par value $.001 (the "Common Stock"), equal
to approximately $484,588.00 (the "Year Two Earn-out Payment") under the terms
of the Stock Agreement pursuant to the earn-out provision.

ThermoView has issued 60,574 shares of Common Stock to Hoyt in full
satisfaction of the Common Stock portion of the Year Two Earn-out Payment.

ThermoView desires to make the remainder of the Year Two Earn-out
Payment in ThermoView 12% Cumulative Series D Preferred Stock with a stated
value of $5.00 (the "Preferred Stock") in lieu of cash and Hoyt desires to
accept the Preferred Stock in consideration of the remainder of the Year Two
Earn-out Payment. The terms and conditions of the Preferred Stock are further
described in the Certificate of Designation, attached hereto as EXHIBIT A and
incorporated herein by reference (the "Certificate").

1. STOCK ISSUANCE. In exchange for any and all amounts due to Hoyt by ThermoView
pursuant to the Year Two Earn-out Payment under the Stock Agreement, ThermoView
hereby transfers to Hoyt and Hoyt hereby agrees to accept 49,735 shares of
Preferred Stock. The delivery of the Preferred Stock to Hoyt shall occur with
fifteen (15) business days of the execution of this Agreement.

2. FULL SATISFACTION. Hoyt hereby acknowledges that his receipt of the 60,574
shares of Common Stock and the 49,735 shares of Preferred Stock is in full and
complete satisfaction of the obligation owed to Hoyt by ThermoView for the Year
Two Earn-out Payment.

3. NO AMENDMENT OR TERMINATION. Nothing contained in this Agreement shall amend
or terminate any obligations of ThermoView to make any and all other Earn-out
Payments, if earned, under the terms of the Stock Agreement.

<PAGE>

4. HOYT'S REPRESENTATIONS AND WARRANTIES. Hoyt hereby represents and warrants to
ThermoView as follows:

(a) INVESTMENT INTENT. Hoyt is acquiring the Preferred Stock for his own
account and not with a present view to or for distributing or reselling the
Preferred Stock in violation of the Securities Act of 1933, as amended (the
"Securities Act"). Hoyt agrees that such shares of Preferred Stock may not
be sold, transferred, offered for sale, pledged, hypothecated or otherwise
disposed of without registration under the Securities Act, except pursuant
to an exemption available under the Securities Act. Hoyt will not sell,
offer to sell or solicit offers to buy any of the shares of Preferred Stock
in violation of the Securities Act or any securities act of any state. Hoyt
understands that the shares of Preferred Stock have not been registered
under federal or any state securities laws.

(b) HOYT'S STATUS. Hoyt is (i) an "accredited investor" as defined in Rule 501
of the Securities Act and (ii) has such knowledge, sophistication and
experience in business and financial matters so as to be capable of
evaluating the merits and risks of the prospective investment in the
Preferred Stock.

(c) RELIANCE. Hoyt understands and acknowledges that (i) the Preferred Stock is
being offered and sold to Hoyt without registration under the Securities
Act in a private placement that is exempt from the registration provisions
of the Securities Act under Section 4(2) of the Securities Act or
Regulation D promulgated thereunder or other applicable federal and state
securities laws and (ii) the availability of such exemptions depends in
part on, and ThermoView will rely upon the accuracy and truthfulness of,
the representations set forth in this Section 4 and Hoyt consents to such
reliance.

(d) INFORMATION. Hoyt and his advisors, if any, have been furnished with all
materials relating to the business, finances and operations of ThermoView
and materials relating to the offer and sale of the Preferred Stock,
including the Certificate, which have been requested by Hoyt or his
advisors. Hoyt and his advisors, if any, have been afforded the opportunity
to ask questions of ThermoView. Hoyt acknowledges receipt of the ThermoView
prospectus dated December 2, 1999 (the "Prospectus") and that ThermoView
will deliver a copy of its most recent Form 10-K filing with the Securities
and Exchange Commission as soon as it becomes publicly available. Hoyt
understands that his investment in the Preferred Stock involves a
significant degree of risk, some of which risks associated with the
investment in the Preferred Stock are set forth in EXHIBIT B, attached
hereto and incorporated herein by reference, and in the Prospectus.

5. MISCELLANEOUS.

(a) NOTICES. All notices, requests, consents and other communications hereunder
shall be in writing, shall be addressed to the receiving party's address
set forth below or to such other address as a party may designate by notice
hereunder, and shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by overnight courier, or
(iv) sent by certified mail, return receipt requested, postage prepaid.

2
<PAGE>
If to ThermoView:

ThermoView Industries, Inc.
1101 Herr Lane
Louisville, Kentucky 40222
Attn: Nelson E. Clemmens, President
Fax No. (502) 412-0301

With a copy to:

Stites & Harbison
400 West Market Street, Suite 1800
Louisville, Kentucky 40202
Attn: Alex P. Herrington, Jr., Esq.
Fax No. (502) 587-6391

If to Hoyt:

Steven B. Hoyt
19090 Minnetonka Blvd.
Minneapolis, Minnesota 55391
Fax No. (612) 826-6997

All notices, requests, consents and other communications hereunder shall be
deemed to have been received either (i) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set
forth above, (ii) if made by telecopy or facsimile transmission, at the
time that receipt thereof has been acknowledged by electronic confirmation
or otherwise, (iii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iv)
if sent by certified mail, on the fifth business day following the day such
mailing is made.

(b) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the Year Two
Earn-out Payment and supersedes all prior oral or written agreements and
understandings relating to the Year Two Earn-out Payment. No statement,
representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change
or restrict, the express terms and provisions of this Agreement.

(c) MODIFICATIONS AND AMENDMENTS. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by all
parties hereto.

(d) BENEFIT. This Agreement shall be binding on the parties hereto and shall
inure to the benefit of the parties hereto and the respective successors
and permitted assigns of each party hereto. Nothing in this Agreement shall
be construed to create any rights or obligations except among the parties
hereto, and no person or entity shall be regarded as a third-party
beneficiary of this Agreement.

3
<PAGE>

(e) GOVERNING LAW. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of
the Commonwealth of Kentucky, without giving effect to the conflict of law
principles thereof.

(f) SEVERABILITY. In the event that any court of competent jurisdiction shall
determine that any provision, or any portion thereof, contained in this
Agreement shall be unreasonable or unenforceable in any respect, then such
provision shall be deemed limited to the extent that such court deems it
reasonable and enforceable, and as so limited shall remain in full force
and effect. In the event that such court shall deem any such provision, or
portion thereof, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.

(g) HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and
shall in no way modify, or affect the meaning or construction of any of the
terms or provisions hereof.

(h) COUNTERPARTS. This Agreement may be executed in one or more counterparts,
and by different parties hereto on separate counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.

4
<PAGE>

IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed
by its duly authorized officer and Hoyt has executed this Agreement all as of
the date first above written.

THERMOVIEW INDUSTRIES, INC.

By: /s/ Illegible

Title: President

/s/ Steven B. Hoyt

STEVEN B. HOYT

5
<PAGE>

EXHIBIT A

CERTIFICATE OF DESIGNATION

THERMOVIEW INDUSTRIES, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

(2) DIVIDENDS.

<PAGE>

(3) REDEMPTION.

<PAGE>

(f) Any shares or cash set aside by the Company pursuant to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

(4) LIQUIDATION PREFERENCE.

(5) VOTING RIGHTS. Except as may be required by applicable law from
time to time, the holders of shares of Series D Preferred Stock will have no
voting rights.

(6) SINKING FUND. The Series D Preferred Stock shall not be entitled to
any mandatory redemption or prepayment (except on liquidation, dissolution or
winding up of the affairs of the Company) or to the benefit of any sinking fund.

WITNESS THE SIGNATURE of the undersigned who is the Chairman of the
Board and Chief Executive Officer of ThermoView Industries, Inc. as of this ____
day of April 2000.

------------------------------
Stephen A. Hoffmann
<PAGE>

EXHIBIT B

RISK FACTORS

SERIES D PREFERRED STOCK

ABSENCE OF TRADING MARKET FOR SERIES D PREFERRED STOCK

RESTRICTION OF PAYMENT OF CASH DIVIDENDS ON SERIES D PREFERRED STOCK

LITIGATION

<PAGE>

AGREEMENT

THIS AGREEMENT is made and entered into as of the 14th day of April
2000, by and between THERMOVIEW INDUSTRIES, INC., a Delaware corporation
("ThermoView") and ALVIN W. LEINGANG ("Leingang").

PRELIMINARY STATEMENTS

Under the terms of the Stock Agreement, Leingang is entitled to receive
post-closing earn-out payments (the "Earn-out Payments"), if earned, on December
31, 1998, 1999 and 2000. As of December 31, 1999, ThermoView owed Leingang
payments of cash and ThermoView common stock, par value $.001 (the "Common
Stock"), equal to approximately $484,588 (the "Year Two Earn-out Payment") under
the terms of the Stock Agreement pursuant to the earn-out provision.

ThermoView has issued 60,574 shares of Common Stock to Leingang in full
satisfaction of the Common Stock portion of the Year Two Earn-out Payment.

ThermoView desires to make the remainder of the Year Two Earn-out
Payment in ThermoView 12% Cumulative Series D Preferred Stock with a stated
value of $5.00 (the "Preferred Stock") in lieu of cash and Leingang desires to
accept the Preferred Stock in consideration of the remainder of the Year Two
Earn-out Payment. The terms and conditions of the Preferred Stock are further
described in the Certificate of Designation, attached hereto as EXHIBIT A and
incorporated herein by reference (the "Certificate").

1. STOCK ISSUANCE. In exchange for any and all amounts due to Leingang
by ThermoView pursuant to the Year Two Earn-out Payment under the Stock
Agreement, ThermoView hereby transfers to Leingang and Leingang hereby agrees to
accept 49,735 shares of Preferred Stock. The delivery of the Preferred Stock to
Leingang shall occur with fifteen (15) business days of the execution of this
Agreement.

2. FULL SATISFACTION. Leingang hereby acknowledges that his receipt of
the 60,574 shares of Common Stock and the 49,735 shares of Preferred Stock is in
full and complete satisfaction of the obligation owed to Leingang by ThermoView
for the Year Two Earn-out Payment.

<PAGE>
3. NO AMENDMENT OR TERMINATION. Nothing contained in this Agreement
shall amend or terminate any obligations of ThermoView to make any and all other
Earn-out Payments, if earned, under the terms of the Stock Agreement.

4. LEINGANG'S REPRESENTATIONS AND WARRANTIES. Leingang hereby
represents and warrants to ThermoView as follows:

(a) INVESTMENT INTENT. Leingang is acquiring the Preferred Stock for
his own account and not with a present view to or for distributing o
reselling the Preferred Stock in violation of the Securities Act of 1933,
as amended (the "Securities Act"). Leingang agrees that such shares of
Preferred Stock may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without registration under the
Securities Act, except pursuant to an exemption available under the
Securities Act. Leingang will not sell, offer to sell or solicit offers to
buy any of the shares of Preferred Stock in violation of the Securities Act
or any securities act of any state. Leingang understands that the shares of
Preferred Stock have not been registered under federal or any state
securities laws.

(b) LEINGANG'S STATUS. Leingang is (i) an "accredited investor" as
defined in Rule 501 of the Securities Act and (ii) has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in
the Preferred Stock.

(c) RELIANCE. Leingang understands and acknowledges that (i) the
Preferred Stock is being offered and sold to Leingang without registration
under the Securities Act in a private placement that is exempt from the
registration provisions of the Securities Act under Section 4(2) of the
Securities Act or Regulation D promulgated thereunder or other applicable
federal and state securities laws and (ii) the availability of such
exemptions depends in part on, and ThermoView will rely upon the accuracy
and truthfulness of, the representations set forth in this Section 4 and
Leingang consents to such reliance.

(d) INFORMATION. Leingang and his advisors, if any, have been furnished
with all materials relating to the business, finances and operations of
ThermoView and materials relating to the offer and sale of the Preferred
Stock, including the Certificate, which have been requested by Leingang or
his advisors. Leingang and his advisors, if any, have been afforded the
opportunity to ask questions of ThermoView. Leingang acknowledges receipt
of the ThermoView prospectus dated December 2, 1999 (the "Prospectus") and
that ThermoView will deliver a copy of its most recent Form 10-K filing
with the Securities and Exchange Commission as soon as it becomes publicly
available. Leingang understands that his investment in the Preferred Stock
involves a significant degree of risk, some of which risks associated with
the investment in the Preferred Stock are set forth in EXHIBIT B, attached
hereto and incorporated herein by reference, and in the Prospectus.

2
<PAGE>
5. MISCELLANEOUS.

(a) NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate
by notice hereunder, and shall be either (i) delivered by hand, (ii) made
by telex, telecopy or facsimile transmission, (iii) sent by overnight
courier, or (iv) sent by certified mail, return receipt requested, postage
prepaid.

If to ThermoView:

ThermoView Industries, Inc.
1101 Herr Lane
Louisville, Kentucky 40222
Attn: Nelson E. Clemmens, President
Fax No. (502) 412-0301

With a copy to:

Stites & Harbison
400 West Market Street, Suite 1800
Louisville, Kentucky 40202
Attn: Alex P. Herrington, Jr., Esq.
Fax No. (502) 587-6391

If to Leingang:

Alvin W. Leingang
3208 River Drive, Box 565
Mandan, North Dakota 58554
Fax No. _______________________

All notices, requests, consents and other communications hereunder shall be
deemed to have been received either (i) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set
forth above, (ii) if made by telecopy or facsimile transmission, at the
time that receipt thereof has been acknowledged by electronic confirmation
or otherwise, (iii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iv)
if sent by certified mail, on the fifth business day following the day such
mailing is made.

3
<PAGE>
(c) MODIFICATIONS AND AMENDMENTS. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed by
all parties hereto.

(d) BENEFIT. This Agreement shall be binding on the parties hereto and
shall inure to the benefit of the parties hereto and the respective
successors and permitted assigns of each party hereto. Nothing in this
Agreement shall be construed to create any rights or obligations except
among the parties hereto, and no person or entity shall be regarded as a
third-party beneficiary of this Agreement.

(e) GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
law of the Commonwealth of Kentucky, without giving effect to the conflict
of law principles thereof.

(f) SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then
such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force
and effect. In the event that such court shall deem any such provision, or
portion thereof, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.

(g) HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and
shall in no way modify, or affect the meaning or construction of any of the
terms or provisions hereof.

(h) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

4
<PAGE>

IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed
by its duly authorized officer and Leingang has executed this Agreement all as
of the date first above written.

THERMOVIEW INDUSTRIES, INC.

By: /s/ Nelson E. Clemmens
-------------------------
Title: President

/s/ Alvin W. Leingang
----------------------------
ALVIN W. LEINGANG

5
<PAGE>

EXHIBIT A

CERTIFICATE OF DESIGNATION

THERMOVIEW INDUSTRIES, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

(2) DIVIDENDS.

(3) REDEMPTION.

<PAGE>
Common Stock following such 30-day period. If fewer than all of the shares of
Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be
selected by lot or pro rata or in some other equitable manner determined by the
Board of Directors of the Company; provided, however, that the Company shall not
be required to effect the redemption in any manner that results in additional
fractional shares being outstanding. If full cumulative dividends on the
outstanding shares of Series D Preferred Stock shall not have been paid or
declared and set apart for payment for all regular dividend payment dates to and
including the last dividend payment date prior to the date fixed for redemption,
the Corporation shall not call for redemption any shares of Series D Preferred
Stock unless all such shares then outstanding are called for simultaneous
redemption.

<PAGE>

(f) Any shares or cash set aside by the Company pursuant to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

(4) LIQUIDATION PREFERENCE.

(5) VOTING RIGHTS. Except as may be required by applicable law
from time to time, the holders of shares of Series D Preferred
Stock will have no voting rights.

(6) SINKING FUND. The Series D Preferred Stock shall not be
entitled to any mandatory redemption or prepayment (except on
liquidation, dissolution or winding up of the affairs of the
Company) or to the benefit of any sinking fund.

WITNESS THE SIGNATURE of the undersigned who is the Chairman of the
Board and Chief Executive Officer of ThermoView Industries, Inc. as of this 14th
day of April, 2000.

------------------------------
Stephen A. Hoffmann
<PAGE>

EXHIBIT B

RISK FACTORS

SERIES D PREFERRED STOCK

ABSENCE OF TRADING MARKET FOR SERIES D PREFERRED STOCK

RESTRICTION OF PAYMENT OF CASH DIVIDENDS ON SERIES D PREFERRED STOCK

LITIGATION

<PAGE>
contract, common law fraud, fraudulent misstatements and omissions in connection
with the sale of securities, negligent misrepresentations and breach of
fiduciary duty. These claims are in connection with (i) the mandatory conversion
of the ThermoView 10% Series A Convertible Preferred Stock, held by the two
funds, into ThermoView Common Stock upon completion of the ThermoView public
offering in December 1999, and (ii) purchases by the two funds of ThermoView
Common Stock from ThermoView stockholders. The funds are seeking (a) rescission
of their purchases of the Series A Preferred Stock in the amount of $3,250,000
plus interest and (b) unspecified damages in connection with their purchases of
the ThermoView Common Stock. Although ThermoView believes that the claims are
without merit and intends to vigorously defend the suit, an adverse outcome in
this action could have a material adverse effect on the financial position or
results of operations of ThermoView.

<PAGE>

AGREEMENT

THIS AGREEMENT is made and entered into as of the 14th day of April
2000, by and between THERMOVIEW INDUSTRIES, INC., a Delaware corporation
("ThermoView") and RODNEY H. THOMAS ("Thomas").

PRELIMINARY STATEMENTS

As of January 1, 1999, ThermoView acquired all of the outstanding
shares of capital stock of Thomas Construction, Inc., a Missouri corporation,
Castle Associates, Inc., a Missouri corporation and Showplace Home Improvements,
Inc., a Missouri corporation, pursuant to a certain Stock Purchase Agreement
(the "Stock Agreement"), dated December 22, 1998, between ThermoView and Thomas.

Under the terms of the Stock Agreement, Thomas is entitled to receive
post-closing earn-out payments (the "Earn-out Payments"), if earned, on December
31, 1999, December 31, 2000 and December 31, 2001. As of December 31, 1999,
ThermoView owed Thomas cash payments of approximately $6,500,000.00 (the "Year
One Earn-out Payment") under the terms of the Stock Agreement pursuant to the
earn-out provision.

ThermoView has paid $1,000,000.00 of the Year One Earn-out Payment in
cash to Thomas.

ThermoView desires to make the remainder of the Year One Earn-out
Payment in ThermoView 12% Cumulative Series D Preferred Stock with a stated
value of $5.00 (the "Preferred Stock") in lieu of cash and Thomas desires to
accept the Preferred Stock in consideration of the remainder of the Year One
Earn-out Payment. The terms and conditions of the Preferred Stock are further
described in the Certificate of Designation, attached hereto as EXHIBIT A and
incorporated herein by reference (the "Certificate").

1. TRANSFERS AND EXCHANGES. ThermoView hereby agrees upon execution hereof (i)
to transfer to Thomas 1,113,500 shares of Preferred Stock, (ii) to effect
execution of and to deliver to Thomas the amendment to Thomas' Noncompetition
Agreement attached hereto as Exhibit D, the amendment to the Lease for 13397
Lakefront Drive, Earth City, Missouri attached hereto as Exhibit E and the
amendment to Furniture and Fixture Lease attached hereto as Exhibit F, (iii) to
deliver to Thomas in exchange for Thomas' delivery to ThermoView of the
Promissory Note attached hereto as Exhibit G and the Stock Pledge Agreement
attached hereto as Exhibit H the sum of $1,500,000 in cash (by cashier's check
or wire transfer per Thomas' directions), and Thomas hereby agrees to accept all
of the foregoing in exchange for any and all amounts due to Thomas by ThermoView
pursuant to the Year One Earn-out Payment under the Stock Agreement. The
delivery of the certificate for the Preferred Stock to Thomas shall occur within
fifteen (15) business days.

<PAGE>

2. REPRESENTATIONS AND WARRANTIES OF THERMOVIEW. In order to induce Thomas to
enter into this Agreement and to accept the Preferred Stock, the Company hereby
represents and warrants to Thomas that:

2.1 ORGANIZATION AND STANDING; ARTICLES AND BYLAWS. ThermoView
is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware. ThermoView has full corporate power and authority to own
its properties and carry on its business as it is currently being conducted by
ThermoView and as is currently proposed to be conducted by ThermoView.
ThermoView is duly licensed or qualified to transact business as a foreign
corporation and is in good standing in all other jurisdictions in which the
nature of the business transacted by it or the character of the properties owned
or leased by it requires such licensing or qualification, except where the
failure to be so qualified will not have a material adverse effect on
ThermoView.

2.2 CORPORATE POWER AND AUTHORITY. ThermoView has full
corporate power and authority to enter into this Agreement, the amendments to
agreements referred to in Section 1 above and the transactions contemplated
hereby, issue the Preferred Stock and carry out and perform its obligations
under the terms of this Agreement and the Exhibits attached hereto.

2.3 VALID ISSUANCE. The Preferred Stock upon receipt by Thomas
will be duly authorized and validly issued, fully paid and nonassessable and
owned of record and beneficially by Thomas free of any liens or encumbrances,
and will have been offered, issued, sold and delivered by ThermoView in
compliance with applicable federal and state securities laws, assuming the truth
and accuracy of Thomas' representations and warranties set forth in Section 5
hereof.

2.4 AUTHORIZATION; NO CONFLICTS. All corporate action on the
part of ThermoView, its directors and shareholders necessary for the
authorization, execution, delivery and performance by ThermoView of this
Agreement and the Exhibits attached hereto, and the consummation of the
transactions contemplated herein and for the authorization, offer, issuance,
sale and delivery of the Preferred Stock has been taken. This Agreement is the
valid and binding obligation of ThermoView, enforceable in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors. The execution, delivery and performance by ThermoView
of this Agreement and compliance herewith and the offer, issuance, sale and
delivery of the Preferred Stock will not, assuming the truth and accuracy of the
Thomas' representations and warranties set forth in Section 3 hereof, result in
any violation of and will not conflict with, or result in any breach of any of
the terms of, or constitute a default under, any provision of federal or state
law to which ThermoView is subject, the Articles or the Bylaws, as amended as of
the Closing Date, or any mortgage, indenture, agreement, instrument, judgment,
decree, order, rule or regulation or other restriction to which ThermoView is a
party or by which it is bound. No shareholder of ThermoView has any preemptive
rights or rights of first refusal by reason of the issuance of the Preferred
Stock, or such shareholder has waived any such rights in writing.

2.5 FINANCIAL INFORMATION. The audited financial
statements of ThermoView (including the notes thereto) as of December 31, 1999
and for the year then ended, present fairly the financial position and results
of operations of ThermoView at the date and for the period to

2
<PAGE>

which they relate, have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods indicated, and
show all material liabilities, absolute or contingent, of ThermoView required to
be recorded thereon in accordance with generally accepted accounting principles.

2.6 CONSENTS. All consents, approvals, orders or
authorizations of, or registrations, qualifications, designations, declarations
or filings with, any federal or state governmental authority (including under
the "blue sky" laws of any such state governmental authority), any party to a
contract to which ThermoView is bound or any other third party, required on the
part of ThermoView, in connection with the consummation of the transactions
contemplated by this Agreement, shall have been obtained prior to, and will be
effective as of, the issuance of the Preferred Stock, other than any notice
filing required to be made after the Closing Date pursuant to Regulation D under
the Securities Act of 1933 (the "1933 Act") and any applicable "blue sky" laws.

2.7 ISSUANCE TAXES. All taxes imposed upon ThermoView by law
as a result of the issuance, sale and delivery of the shares of Preferred Stock
shall have been fully paid, and all laws imposing such taxes shall have been or
will be fully complied with, on or prior to the issuance of the Preferred Stock.

2.8 OFFERING. Neither ThermoView nor anyone authorized to act
on its behalf has taken an action that will cause the issuance, sale and
delivery of the Preferred Stock as contemplated by this Agreement (assuming the
truth and accuracy of the representations and warranties of Thomas set forth in
Section 5 hereof) to constitute a violation of the 1933 Act or any applicable
state securities laws.

2.9 COMPLIANCE. ThermoView is not in violation of any term of
its Articles or Bylaws as amended. ThermoView is not in violation of any term of
any law, judgment, decree, order, rule or regulation to which ThermoView is
subject and a violation of which would have a material adverse effect on the
condition, financial or otherwise, or operations of ThermoView.

2.10 LOANS TO OTHER PERSONS. Neither ThermoView nor a
subsidiary of ThermoView is obligated or committed to make any loan or advance
to any person or entity, except for loans or advances to employees or customers
in the ordinary course of business, consistent with past practice.

2.11 BOOKS AND RECORDS. The books of account, stock record
books, minute books, bank accounts and other corporate records of ThermoView are
true, correct and complete and have been maintained in accordance with good
business practices.

2.12 INSURANCE. ThermoView and each subsidiary of ThermoView
maintains insurance which is customary in its industry and which ThermoView
reasonably believes is commercially reasonable given the risks involved in the
business conducted by ThermoView.

2.13 DISCLOSURE. Neither this Agreement, nor any
certificate or statement furnished to the Thomas by ThermoView pursuant to this
Agreement, contains any untrue

3
<PAGE>

statement of a material fact, and none of this Agreement, such certificates or
statements omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading in the light of the
circumstances under which they were made.

2.14 ENVIRONMENTAL AND SAFETY LAWS. Neither ThermoView nor a
subsidiary of ThermoView is in violation of any applicable statute, law or
regulation relating to the environment or occupational health and safety, which
violations, either singly or in the aggregate, would have a material adverse
effect on ThermoView's or such subsidiary's business, and no material
expenditures are or will be required in order to comply with any such statute,
law or regulation.

3. FULL SATISFACTION. Subject to the validity of the representations and
warranties of ThermoView set forth in Section 2 above, Thomas hereby
acknowledges that his receipt of the $1,000,000 cash payment, the 1,113,500
shares of Preferred Stock and the other items recited in Section 1 above, will
be in full and complete satisfaction of the obligation owed to Thomas by
ThermoView for the Year One Earn-out Payment.

4. NO AMENDMENT OR TERMINATION. Nothing contained in this Agreement shall
amend or terminate any obligations of ThermoView to make any and all other
Earn-out Payments, if earned, under the terms of the Stock Agreement.

5. THOMAS' REPRESENTATIONS AND WARRANTIES. Thomas hereby represents and
warrants to ThermoView as follows:

(1) INVESTMENT INTENT. Thomas is acquiring the Preferred Stock for his own
account and not with a present view to or for distributing or reselling
the Preferred Stock in violation of the Securities Act of 1933, as
amended (the "Securities Act"). Thomas agrees that such shares of
Preferred Stock may not be sold, transferred, offered for sale,
pledged, hypothecated or otherwise disposed of without registration
under the Securities Act, except pursuant to an exemption available
under the Securities Act. Thomas will not sell, offer to sell or
solicit offers to buy any of the shares of Preferred Stock in violation
of the Securities Act or any securities act of any state. Thomas
understands that the shares of Preferred Stock have not been registered
under federal or any state securities laws.

(2) THOMAS' STATUS. Thomas is (i) an "accredited investor" as defined in
Rule 501 of the Securities Act and (ii) has such knowledge,
sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the prospective
investment in the Preferred Stock.

(3) RELIANCE. Thomas understands and acknowledges that (i) the Preferred
Stock is being offered and sold to Thomas without registration under
the Securities Act in a private placement that is exempt from the
registration provisions of the Securities Act under Section 4(2) of the
Securities Act or Regulation D promulgated thereunder or other
applicable federal and state securities laws and (ii) the availability
of such exemptions depends in part on, and ThermoView will rely upon
the accuracy and truthfulness of, the representations set forth in this
Section 4 and Thomas consents to such reliance.

4
<PAGE>

(4) INFORMATION. Thomas and his advisors, if any, have been furnished with
all materials relating to the business, finances and operations of
ThermoView and materials relating to the offer and sale of the
Preferred Stock, including the Certificate, which have been requested
by Thomas or his advisors. Thomas and his advisors, if any, have been
afforded the opportunity to ask questions of ThermoView. Thomas
acknowledges receipt of the ThermoView prospectus dated December 2,
1999 (the "Prospectus") and that ThermoView will deliver a copy of its
most recent Form 10-K filing with the Securities and Exchange
Commission as soon as it becomes publicly available. Thomas understands
that his investment in the Preferred Stock involves a significant
degree of risk, some of which risks associated with the investment in
the Preferred Stock are set forth in EXHIBIT B, attached hereto and
incorporated herein by reference, and in the Prospectus.

(5) PLEDGE EXCEPTION. Thomas shall only be permitted to pledge the
Preferred Stock to the extent contemplated in Section 1 hereof.

6. MISCELLANEOUS.

(1) NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving
party's address set forth below or to such other address as a party may
designate by notice hereunder, and shall be either (i) delivered by
hand, (ii) made by telex, telecopy or facsimile transmission, (iii)
sent by overnight courier, or (iv) sent by certified mail, return
receipt requested, postage prepaid.

If to ThermoView:

ThermoView Industries, Inc.
1101 Herr Lane
Louisville, Kentucky 40222
Attn: Nelson E. Clemmens, President
Fax No. (502) 412-0301

With a copy to:

Stites & Harbison
400 West Market Street, Suite 1800
Louisville, Kentucky 40202
Attn: Alex P. Herrington, Jr., Esq.
Fax No. (502) 587-6391

5
<PAGE>

If to Thomas:

Rodney H. Thomas
13397 Lake Front Drive
Earth City, Missouri 63045
Fax No. (314) 739-6965

With a copy to:

Blitz, Bardgett & Deutsch, L.C.
120 South Central, Suite 750
St. Louis, Missouri 63105
Attn: Richard B. Rothman, Esq.
Fax No. (314) 863-1877

All notices, requests, consents and other communications
hereunder shall be deemed to have been received either (i) if by hand,
at the time of the delivery thereof to the receiving party at the
address of such party set forth above, (ii) if made by telecopy or
facsimile transmission, at the time that receipt thereof has been
acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day following the day such
notice is delivered to the courier service, or (iv) if sent by
certified mail, on the fifth business day following the day such
mailing is made.

(2) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the Year One
Earn-out Payment and supersedes all prior oral or written agreements
and understandings relating to the Year One Earn-out Payment. No
statement, representation, warranty, covenant or agreement of any kind
not expressly set forth in this Agreement shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this
Agreement.

(3) MODIFICATIONS AND AMENDMENTS. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed
by all parties hereto.

(4) BENEFIT. This Agreement shall be binding on the parties hereto and
shall inure to the benefit of the parties hereto and the respective
successors and permitted assigns of each party hereto. Nothing in this
Agreement shall be construed to create any rights or obligations except
among the parties hereto, and no person or entity shall be regarded as
a third-party beneficiary of this Agreement.

(5) GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by
the law of the State of Missouri, without giving effect to the conflict
of law principles thereof.

(6) SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained
in this Agreement shall be unreasonable or unenforceable in any
respect, then such provision shall be deemed limited to the extent that
such court deems it reasonable and enforceable, and as so limited shall
remain in full force and effect. In the event that such court shall
deem any

6
<PAGE>

such provision, or portion thereof, wholly unenforceable, the
remaining provisions of this Agreement shall nevertheless remain in
full force and effect.

(7) HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only
and shall in no way modify, or affect the meaning or construction of
any of the terms or provisions hereof.

(8) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed
by its duly authorized officer and Thomas has executed this Agreement all as of
the date first above written.

THERMOVIEW INDUSTRIES, INC.

By: /s/ Nelson E. Clemmens
----------------------
Title: President

/s/ Rodney H. Thomas
----------------------
RODNEY H. THOMAS

7
<PAGE>

EXHIBIT A

CERTIFICATE OF DESIGNATION

THERMOVIEW INDUSTRIES, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

<PAGE>

12% CUMULATIVE SERIES D PREFERRED STOCK

(2) DIVIDENDS.

<PAGE>

(3) REDEMPTION.

(b) Notice of redemption (the "Redemption Notice") will be
given by mail to the holders of the Series D Preferred Stock not less than 30
nor more than 60 days prior to the date selected by the Company to redeem the
Series D Preferred Stock. The Redemption Notice shall be deemed to have been
given when deposited in the United States mail, first-class mail, and postage
prepaid, whether or not such notice is actually received. The Company's right to
exercise its redemption option will not be affected by changes in the closing
price of the

<PAGE>

Common Stock following such 30-day period. If fewer than all of the
shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed
shall be selected by lot or pro rata or in some other equitable manner
determined by the Board of Directors of the Company; provided, however, that the
Company shall not be required to effect the redemption in any manner that
results in additional fractional shares being outstanding. If full cumulative
dividends on the outstanding shares of Series D Preferred Stock shall not have
been paid or declared and set apart for payment for all regular dividend payment
dates to and including the last dividend payment date prior to the date fixed
for redemption, the Corporation shall not call for redemption any shares of
Series D Preferred Stock unless all such shares then outstanding are called for
simultaneous redemption.

<PAGE>

(f) Any shares or cash set aside by the Company pursuant to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

(4) LIQUIDATION PREFERENCE.

(5) VOTING RIGHTS. Except as may be required by applicable law
from time to time, the holders of shares of Series D Preferred Stock will have
no voting rights.

WITNESS THE SIGNATURE of the undersigned who is the Chairman of the
Board and Chief Executive Officer of ThermoView Industries, Inc. as of this 14th
day of April 2000.

------------------------------
Stephen A. Hoffmann

<PAGE>

EXHIBIT B

RISK FACTORS

PRIOR TO MAKING AN INVESTMENT DECISION, A PROSPECTIVE
PURCHASER OF THE 12% CUMULATIVE SERIES D PREFERRED STOCK OFFERED HEREBY SHOULD
EVALUATE THE FOLLOWING RISK FACTORS INCLUDING THOSE IN THE THERMOVIEW
PROSPECTUS, DATED DECEMBER 2, 1999.

SERIES D PREFERRED STOCK

There can be no assurance that ThermoView's continuing losses
or consolidated earnings, if ever, in the future will be sufficient to cover its
combined fixed charges and dividends on (i) the 12% Series D Cumulative
Preferred Stock alone, or (ii) its 9.6% Series C Convertible Preferred Stock and
the Series D Preferred Stock.

ABSENCE OF TRADING MARKET FOR SERIES D PREFERRED STOCK

There is no public market for the Series C Preferred Stock and
Series D Preferred Stock and ThermoView does not anticipate that any public
market will develop in the future. However, the Series C Preferred Stock is
convertible into Common Stock at a conversion price, subject to adjustment in
certain circumstances of $15.00 per share of Common Stock (initially equivalent
to a conversion rate of 66 2/3 shares of stock per share of Series C Preferred
Stock). The Series D Preferred Stock has no such conversion feature. The
ThermoView Common Stock trades on the American Stock Exchange, so a public
market does exist for the Common Stock. Without the ability to convert the
Series D Preferred Stock into Common Stock or have a market available to sell
the Series D Preferred Stock, the holders of the Series D Preferred Stock may
not be able to liquidate their investment at any time.

RESTRICTION OF PAYMENT OF CASH DIVIDENDS ON SERIES D PREFERRED STOCK

Pursuant to ThermoView's current line of credit with its
principal secured lender and documentation related to financings with other
parties, it may not pay dividends on its Common Stock until all obligations
thereunder have been paid in full and on the Series D Preferred Stock until
satisfaction of all covenants under the line of credit and other financings.
ThermoView cannot provide any assurance that it will be able to satisfy these
covenants so as to pay quarterly the dividends due on the Series D Preferred
Stock. Considering that ThermoView has in the past received waivers from its
lenders for non-compliance with its covenants, a history exists that
non-compliance with its loan or other covenants may occur in the future.
Accordingly, it is possible that ThermoView may not be able to pay any dividends
due on its Series D Preferred Stock.

<PAGE>

LITIGATION

On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Pro Futures
Bridge Capital Fund, L.P. filed an action titled PRO FUTURES BRIDGE CAPITAL
FUND, L.P. V. THERMOVIEW INDUSTRIES, INC., ET AL., Civil Action No. 00CV0559
(Colo. Dist. Ct., March 3, 2000) alleging breach of contract, common law fraud,
fraudulent misstatements and omissions in connection with the sale of
securities, negligent misrepresentations and breach of fiduciary duty. These
claims are in connection with (i) the mandatory conversion of the ThermoView 10%
Series A Convertible Preferred Stock, held by the two funds, into ThermoView
Common Stock upon completion of the ThermoView public offering in December 1999,
and (ii) purchases by the two funds of ThermoView Common Stock from ThermoView
stockholders. The funds are seeking (a) rescission of their purchases of the
Series A Preferred Stock in the amount of $3,250,000 plus interest and (b)
unspecified damages in connection with their purchases of the ThermoView Common
Stock. Although ThermoView believes that the claims are without merit and
intends to vigorously defend the suit, an adverse outcome in this action could
have a material adverse effect on the financial position or results of
operations of ThermoView.

<PAGE>

EXHIBIT C

[INTENTIONALLY OMITTED]

<PAGE>

EXHIBIT D

AMENDMENT TO NONCOMPETITION AGREEMENT

THIS AMENDMENT TO NONCOMPETITION AGREEMENT (the "Amendment") is made
and entered into as of the 14th day of April 2000, by and between ThermoView
Industries, Inc., a Delaware corporation ("ThermoView"), and Rodney H. Thomas
(the "Shareholder").

PREMISES:

The Shareholder and ThermoView entered into a Noncompetition Agreement
dated as of January 1, 1999 (the "Noncompetition Agreement").

The parties desire to amend the Noncompetition Agreement, but only to
the extent, and subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE 1
DEFINITION OF TERMS

Terms used herein with their initial letters capitalized and not
otherwise defined herein shall have the meanings given to such terms in the
Noncompetition Agreement.

ARTICLE 2
AMENDMENTS TO NONCOMPETITION AGREEMENT

The Noncompetition Agreement is hereby amended in the following
respects:

2.1 ADDITION TO SECTION 1.2. A new paragraph is hereby added at the end
of Section 1.2 of the Noncompetition Agreement, which paragraph shall provide in
its entirety as follows:

"Notwithstanding anything in this Agreement to the contrary:

(a) if ThermoView has not redeemed all of the 1,113,500 shares
of ThermoView's 12% Cumulative Series D Preferred Stock issued
to the Shareholder pursuant to an Agreement dated April 14,
2000, by and between ThermoView (the "Shareholder's Series D
Stock") by October 14, 2001, then this Agreement, including,
without limitation the Noncompete Period, shall forthwith
terminate, become null and void and of no further force or
effect; or,

(b) if ThermoView has not redeemed at least fifty
percent of the Shareholder's Series D Preferred Stock by to
April 14, 2001, and caused the

<PAGE>

holder of the Promissory Note dated April 14, 2000, made by
the Shareholder payable to the order of Founders Group, LLC,
to extend its maturity date to October 14, 2001, then this
Agreement, including, without limitation the Noncompete
Period, shall forthwith terminate, become null and void and of
no further force or effect; or,

(c) if ThermoView has not paid in full all of the accrued
dividends to the Shareholder on account of the Series D
Preferred Stock by April 14, 2001, then this Agreement,
including, without limitation the Noncompete Period, shall
forthwith terminate, become null and void and of no further
force or effect."

ARTICLE 3
ACKNOWLEDGMENT AND RATIFICATION

3.1 RATIFICATION. Except as expressly amended by this Amendment, the
Noncompetition Agreement is and shall be unchanged, and all of the terms,
provisions, covenants and agreements thereof or thereto shall remain and
continue in full force and effect and are hereby ratified, reaffirmed and
confirmed by the Shareholder and ThermoView in all respects on and as of the
effective date of this Amendment.

ARTICLE 4
GENERAL PROVISIONS

4.1 GOVERNING LAW. The laws of the State of Missouri shall
govern the construction of this Amendment and the rights and remedies and
duties of the parties hereto.

4.2 SECTION HEADINGS. The section headings contained in this
Amendment have been inserted solely for convenience of reference, and shall not
be construed as part of this Amendment.

4.3 COUNTERPARTS. This Amendment may be signed by each party
hereto upon a separate copy, in which event all of said copies shall constitute
a single counterpart to this Amendment. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute but one and the same instrument. It shall not
be necessary, in making proof of this Amendment, to produce or account for more
than one such counterpart.

2
<PAGE>

IN TESTIMONY WHEREOF, ThermoView has caused its duly authorized
representative to execute and deliver, and the Shareholder has executed and
delivered, this Amendment, effective as of the day and year first above written.

ThermoView Industries, Inc.

BY:________________________

TITLE:_____________________

___________________________

Rodney H. Thomas

3
<PAGE>

EXHIBIT E

AMENDMENT TO TRIPLE NET LEASE AGREEMENT

THIS AMENDMENT TO THAT CERTAIN TRIPLE NET LEASE AGREEMENT (the
"Amendment") is made and entered into as of the ____ day of April, 2000, by and
between Thomas Construction, Inc., a Missouri corporation ("Tenant"), and 13397
Lakefront Drive, LLC, a Missouri limited liability company ("Landlord").

PREMISES:

The parties desire to amend the terms pursuant to which Tenant leases
certain Premises situated at 13397 Lakefront Drive, Earth City, Missouri.

ThermoView Industries, Inc., a Delaware corporation ("ThermoView"), the
owner of Tenant, has requested Rodney H. Thomas (the "Shareholder"), an
affiliate of Landlord, to exchange certain amounts owed to the Shareholder by
ThermoView for 1,113,500 shares of the ThermoView's 12% Cumulative Series D
Preferred Stock, and the Shareholder has requested that as part of the
consideration for such exchange Tenant and Landlord agree to amend the Lease,
but only to the extent, and subject to the terms and conditions set forth in
this Amendment.

ARTICLE 1
DEFINITION OF TERMS

[Intentionally omitted]

ARTICLE 2
AMENDMENTS TO LEASE

Such lease is hereby amended in the following respects:

2.1 ADDITION THERETO. A new paragraph is hereby added at
the end of such lease, which new paragraph shall provide
in its entirety as follows:

"Notwithstanding anything in this Lease to the contrary, until such
time as ThermoView Industries, Inc., a Delaware corporation
("ThermoView") has redeemed all of the 1,113,500 shares of ThermoView's
12% Cumulative Series D Preferred Stock issued to Rodney H. Thomas (the
"Shareholder") pursuant to an Agreement dated April 14, 2000, by and
between ThermoView and the Shareholder (the "Shareholder's Series D
Stock"), Landlord shall have the right and power to terminate this
Lease by delivering a written notice to Tenant specifying a termination
date at the end of the month following the month in which such notice
was delivered, and upon Tenant's receipt of such notice the term of
this Lease shall be deemed to have expired on such termination date."

<PAGE>

ARTICLE 3
ACKNOWLEDGMENT AND RATIFICATION

3.1 RATIFICATION. Except as expressly amended by this
Amendment, such lease is and shall be unchanged, and all of the terms,
provisions, covenants and agreements thereof or thereto shall remain
and continue in full force and effect, and are hereby ratified,
reaffirmed and confirmed by the parties. The parties acknowledge that
the Landlord, to the extent not a party to this Amendment, under such
lease is a third party beneficiary of this Amendment.

ARTICLE 4
GENERAL PROVISIONS

4.1 GOVERNING LAW. The laws of the State of Missouri
shall govern the construction of this Amendment and the rights and
remedies and duties of the parties hereto.

4.2 SECTION HEADINGS. The section headings contained
in this Amendment have been inserted solely for convenience of
reference, and shall not be construed as part of this Amendment.

4.3 COUNTERPARTS. This Amendment may be signed by each
party hereto upon a separate copy, in which event all of said copies
constitute a single counterpart to this Amendment. This Amendment may
shall be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
but one and the same instrument. It shall not be necessary, in making
proof of this Amendment, to produce or account for more than one such
counterpart.

IN TESTIMONY WHEREOF, the Tenant has caused its duly authorized
representative to execute and deliver, and the Landlord has executed and
delivered, this Amendment, effective as of the day and year first above written.

13397 Lakefront Drive, LLC Thomas Construction, Inc.

BY:_______________________ BY: ________________________

TITLE:______________________ TITLE:______________________

____________________________
Rodney H. Thomas

2
<PAGE>

EXHIBIT F

AMENDMENT TO FURNITURE AND FIXTURE LEASE

THIS AMENDMENT TO THAT CERTAIN FURNITURE AND FIXTURE LEASE (the
"Amendment") is made and entered into as of the 14th day of April, 2000, by and
between Thomas Construction, Inc., a Missouri corporation ("Lessee"), and
Investors Property Holding I, LLC, a Missouri limited liability company
("Lessor").

PREMISES:

The parties entered into a Furniture and Fixture Lease dated January 1,
1999, (the "Lease") in connection with Lessee's lease of the Premises situated
at 13397 Lakefront Drive, Earth City, Missouri.

ThermoView Industries, Inc., a Delaware corporation ("ThermoView"), the
owner of Lessee, has requested Rodney H. Thomas (the "Shareholder"), an
affiliate of Lessor, to exchange certain amounts owed to the Shareholder by
ThermoView for 1,113,500 shares of the ThermoView's 12% Cumulative Series D
Preferred Stock, and the Shareholder has requested that as part of the
consideration for such exchange Lessee and Lessor agree to amend the Lease, but
only to the extent, and subject to the terms and conditions set forth in this
Amendment.

ARTICLE 1
DEFINITION OF TERMS

Terms used herein with their initial letters capitalized and not
otherwise defined herein shall have the meanings given to such terms in the
Lease.

ARTICLE 2
AMENDMENTS TO LEASE

The Lease is hereby amended in the following respects:

2.1 ADDITION TO SECTION 2. A new Section 2.D. is hereby
added at the end of Section 2 of the Lease, which Section 2.D shall provide
in its entirety as follows:

"D. Notwithstanding anything in this Lease to the contrary, until
such time as ThermoView Industries, Inc., a Delaware corporation
("ThermoView") has redeemed all

1
<PAGE>

of the 1,113,500 shares of ThermoView's 12% Cumulative Series D
Preferred Stock issued to Rodney H. Thomas (the "Shareholder") pursuant
to an Agreement dated April 14, 2000, by and between ThermoView and the
Shareholder (the "Shareholder's Series D Stock"), Lessor shall have the
right and power to terminate this Lease by delivering a written notice
to Lessee specifying a termination date at the end of the month
following the month in which such notice was delivered, and upon
Lessee's receipt of such notice the term of this Lease shall be deemed
to have expired on such termination date."

ARTICLE 3
ACKNOWLEDGMENT AND RATIFICATION

3.1 RATIFICATION. Except as expressly amended by this
Amendment, the Lease is and shall be unchanged, and all of the terms,
provisions, covenants and agreements thereof or thereto shall remain
and continue in full force and effect, and are hereby ratified,
reaffirmed and confirmed by Lessee and Lessor in all respects on and as
of the effective date of this Amendment.

ARTICLE 4
GENERAL PROVISIONS

4.1 GOVERNING LAW. The laws of the State of Missouri
shall govern the construction of this Amendment and the rights and
remedies and duties of the parties hereto.

4.2 SECTION HEADINGS. The section headings contained
in this Amendment have been inserted solely for convenience of
reference, and shall not be construed as part of this Amendment.

4.3 COUNTERPARTS. This Amendment may be signed by each
party hereto upon a separate copy, in which event all of said copies
shall constitute a single counterpart to this Amendment. This Amendment
may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
but one and the same instrument. It shall not be necessary, in making
proof of this Amendment, to produce or account for more than one such
counterpart.

IN TESTIMONY WHEREOF, the Lessee has caused its duly
authorized representative to execute and deliver, and the Lessor has
executed and delivered, this Amendment, effective as of the day and
year first above written.

2
<PAGE>

Investors Property Holding I, LLC Thomas Construction, Inc.

BY:_______________________ BY: ________________________

TITLE:______________________ TITLE:______________________

3
<PAGE>

EXHIBIT G

PROMISSORY NOTE

$1,500,000.00 Louisville, Kentucky
April 14, 2000

FOR VALUE RECEIVED, the undersigned, Rodney H. Thomas ("Borrower"), an
individual and a resident of St. Louis County, Missouri, having a business
address at 13397 Lakefront Drive, Earth City Missouri 63045, promises to pay to
the order of Founders Group, LLC (the "Lender"), a Kentucky limited liability
company having an address at 1101-C Herr Lane, Louisville, Kentucky 40222,
Attention: Mr. Stephen Hoffmann, the principal sum of ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($1,500,000.00), together with interest on the principal of
this Note from time to time outstanding. Principal and interest are payable in
lawful currency of the United States.

The Borrower's obligations under this Note are secured by a Stock
Pledge Agreement of even date (the "Stock Pledge Agreement"), pursuant to which
the Borrower has pledged to the Lender certain stock (the "Stock"), as more
particularly described in the Stock Pledge Agreement. If and when any shares of
the Stock are redeemed, sold or otherwise transferred, the Borrower shall
immediately make a payment under this Note, in an amount equal to (a) all
accrued but unpaid interest, plus (b) the product of:

(i) the then-outstanding principal balance of this Note,
multiplied by

(ii) the quotient of (A) the number of shares of Stock
redeemed, sold or transferred, divided by (B) the total number
of shares of Stock pledged to the Lender.

For example, if fifty percent of the Stock pledged to the Lender were redeemed,
then this Note would require that the Borrower immediately make a prepayment in
an amount equal to (a) all accrued interest, plus (b) fifty percent of the
then-outstanding principal balance of this Note. Each such payment shall be due
and payable in full immediately upon the occurrence of such redemption, sale or
transfer, without notice or demand of any kind. Additionally, any provisions of
this Note to the contrary notwithstanding, all principal of and interest
accruing on this Note shall be due and payable in full on April 14, 2001 (the
"Maturity Date").

Interest on this Note shall accrue from the date of this Note until the
entire principal balance of and all accrued interest on this Note have been paid
in full. This Note shall bear interest at a rate of twelve percent (12.0%) per
annum. All interest shall be computed over an assumed month of thirty days and
an assumed year of three hundred and sixty (360) days and over the actual number
of days elapsed. Any provision of this Note to the contrary notwithstanding, on
the Maturity Date, all unpaid principal and all accrued but unpaid interest then
outstanding shall be due and payable in full.

This Note may be prepaid by the Borrower in whole or in part, without
premium or penalty, at any time, provided that no such prepayment shall relieve
the Borrower from the obligation to make the payments of principal and interest
called for in this Note until such time

<PAGE>

as this Note is paid in full. All payments on this Note shall be applied first
to accrued charges under this Note, second to unpaid interest, and then to
unpaid principal.

All payments hereunder shall be paid to the Lender in immediately
available funds at 1101-C Herr Lane, Louisville, Kentucky 40222, Attention:
Stephen Hoffmann, or to such other person and at such other place as may be
designated in a writing sent to the Borrower by the holder hereof. If any
principal of, or interest on, this Note is not paid within ten (10) days
following the date such payment becomes due and payable, such overdue principal
and, to the extent permitted by applicable law, overdue interest, shall bear
interest from the due date (whether stated or by acceleration) until paid at a
rate (the "Default Rate") equal to fourteen percent (14.0%). Additionally, if
the Borrower fails to make any payment of principal, interest or other amount
due pursuant to the provisions of this Note within ten (10) calendar days after
such amount becomes due and payable, the Borrower shall pay to the Lender a late
fee equal to the greater of two percent (2.0%) of the amount of such payment or
Twenty-Five Dollars ($25.00). The charging and/or collection of any such late
charge shall not in any way be deemed a waiver of (i) any rights of the holder
to declare a default, or (ii) any of the holder's rights arising thereby or
hereunder.

Any security interest granted by Borrower to the Lender in any
collateral, real or personal, whether by way of mortgage, security agreement,
assignment, pledge, hypothecation or otherwise to secure this Note shall also
secure all amendments, renewals, extensions, or modifications hereof. Failure of
the holder of this Note to exercise any of its rights and remedies shall not
constitute a waiver of the right to exercise the same at that or any other time.
All rights and remedies of the holder hereof for default hereunder shall be
cumulative to the greatest extent permitted by law. This Note is secured as
provided in the Pledge Agreement. The occurrence of an Event of Default under
the Pledge Agreement shall constitute a default under this Note. Upon the
occurrence of a default under this Note, the outstanding principal balance of,
and all accrued but unpaid interest on, this Note shall become immediately due
and payable in full, this Note shall thereafter bear interest at the Default
Rate, and the Lender may exercise any rights and remedies available to the
Lender under this Note, the Pledge Agreement, at law or in equity.

If there is any default under this Note and this Note is placed in the
hands of an attorney for collection or is collected through any suit, including
but not limited to any bankruptcy court, the Borrower promises to pay to the
holder hereof its reasonable attorneys' fees and court costs incurred in
collecting or attempting to collect, or securing or attempting to secure, this
Note, or enforcing or attempting to enforce the holder's right in any collateral
securing this Note, to the extent allowed by law.

All parties hereto, whether makers, endorsers, sureties, guarantors, or
otherwise, hereby waive all acts on the part of the holder otherwise required in
fixing the liabilities of sureties, including, among other acts, presentment,
demand, notice of dishonor, protest, notice of nonpayment and all other notice
and further waive all legal diligence to enforce collection. The Lender may,
with or without notice to any other party, (1) extend the time for payment of
either principal or interest from time to time, (2) release or discharge any
party liable on this Note, (3) suspend or release the right to enforce this Note
with respect to any person, (4) change, exchange or release any property in
which the Lender or any other holder of this Note has any interest securing this
Note, (5) justifiably or otherwise impair any collateral securing this Note or

2
<PAGE>

suspend or release the right to enforce against such collateral, and (6) call
for and accept additional collateral. The Lender shall not be under an
obligation to exercise any of its rights hereunder, and no failure to do so or
delay in doing so shall waive or impair any rights or remedies which the Lender
may otherwise have. In case this Note shall be transferred, the transferee shall
be entitled to all rights secured to the Lender hereunder.

Time is of the essence in the payment of this Note.

This Note has been delivered in, and shall be governed by and construed
in accordance with the laws of, the Commonwealth of Kentucky. The Borrower
irrevocably consents to the exclusive jurisdiction of the Jefferson County,
Kentucky Circuit Court and the United States District Court for the Western
District of Kentucky, and agrees that all process may be served by any
nationally-recognized overnight courier to the Borrower at the address indicated
above. Service so made will be deemed to have been made upon receipt by the
Borrower. Borrower further agrees that nothing contained in this Note is
intended to, or shall, prevent the Lender from bringing any action, enforcing
any award or judgment or exercising any rights against the Borrower or any of
his property in any other county, state, foreign or domestic jurisdiction. The
Borrower agrees that the foregoing courts offer the most convenience forum for
the Borrower and the Lender and waivers any objection to venue or based upon the
inconvenience of the foregoing forum.

This Note is delivered in connection with a Stock Pledge Agreement of
even date between the Borrower and the Lender (the "Stock Pledge Agreement") and
is secured by a perfected pledge of certain stock pursuant to the Stock Pledge
Agreement. Reference is made to the Stock Pledge Agreement for a statements of
terms and provisions relevant to this Note but not contained herein, provided,
however, that neither reference herein to the Stock Pledge Agreement nor to any
provision thereof shall impair the absolute and unconditional obligation of the
Borrower to pay the principal of and interest on this Note when and as due. ANY
PROVISION OF THIS NOTE AND/OR THE STOCK PLEDGE AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, EXCEPT IN THE CASE OF FRAUDULENT OR WILLFUL MISCONDUCT ON THE
PART OF THE BORROWER IN CONNECTION WITH HIS EXECUTION, DELIVERY OR PERFORMANCE
OF THE STOCK PLEDGE AGREEMENT, THE HOLDER OF THIS NOTE SHALL HAVE NO CLAIM OR
RIGHT TO PROCEED AGAINST THE BORROWER FOR ANY DEFICIENCY OR OTHER SUM OWING ON
ACCOUNT OF THE INDEBTEDNESS EVIDENCED BY THIS NOTE, AND THE HOLDER HEREOF BY ITS
ACCEPTANCE OF THIS NOTE AGREES TO LOOK SOLELY TO THE ASSETS PLEDGED PURSUANT TO
THE STOCK PURCHASE AGREEMENT FOR PAYMENT OF SUCH INDEBTEDNESS; PROVIDED,
HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL LIMIT, RESTRICT OR IMPAIR THE RIGHT
OF THE HOLDER OF THIS NOTE TO FORECLOSE UPON OR OTHERWISE RECOVER UPON ANY
PLEDGES, LIENS OR SECURITY INTERESTS GRANTED PURSUANT TO THE STOCK PLEDGE
AGREEMENT.

--------------------------------------
Rodney H. Thomas

3
<PAGE>

EXHIBIT H

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT, made and entered into as of the 14th day
of April, 2000, by and between (i) Rodney H. Thomas (the "Stockholder"), an
individual and a resident of St. Louis County, Missouri; and (ii) Founders
Group, LLC (the "Lender"), a Kentucky limited liability company.

PREMISES:

The Stockholder owns One Million One Hundred Thirteen Thousand Five
Hundred (1,113,500) of the outstanding shares of Series D Preferred Stock of
ThermoView Industries, Inc. (the "Stock").

Simultaneously with the execution of this Stock Pledge Agreement, the
Stockholder is making a Promissory Note (the "Note") payable to the order of the
Lender, pursuant to which the Lender will make a One Million Five Hundred
Thousand Dollar ($1,500,000) loan (the "Loan") available to the Stockholder.

To induce the Lender to make the Loan, the Stockholder has agreed to
pledge all of the Stock to secure its obligations under the Note.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the parties hereto hereby covenant, agree, represent and warrant
as follows:

1. DEPOSIT AND PLEDGE OF SHARES. Contemporaneously with the execution
of this Stock Pledge Agreement, the Stockholder has deposited and hereby pledges
and assigns to the Lender, and grants to the Lender a security interest in, the
Stock, such Stock being represented by Certificate No. 1, standing in the
Stockholder's name, with a duly executed stock power attached thereto. All new
shares of capital stock or securities created in respect to the Stock, whether
by stock split, stock dividend, merger, consolidation or otherwise, that the
Stockholder may hereafter acquire, shall be delivered by the Stockholder to, and
shall be held by, the Lender subject to the terms, provisions and conditions of
this Stock Pledge Agreement, and the term "Stock" as used herein shall be deemed
to include all such new shares of securities.

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<PAGE>

2. OBLIGATIONS SECURED. All Stock pledged pursuant to this Agreement
shall be held by the Lender as security for (i) the due and punctual payment of
all amounts payable by the Stockholder pursuant to the Note, and (ii) the due
and punctual performance and observance of all other agreements, covenants,
obligations, warranties and representations of the Stockholder as set forth in
this Stock Pledge Agreement (collectively, the "Secured Obligations").

3. VOTING AND OWNERSHIP OF SHARES. So long as no Event of Default
occurs hereunder or under the Note (and upon the occurrence of an Event of
Default, then following the cure of such Event of Default), the Stockholder
shall be entitled to vote the Stock, but only for purposes not inconsistent with
the covenants, obligations and conditions contained in this Stock Pledge
Agreement. Immediately upon the occurrence of any "Event of Default", as
hereinafter defined, and for so long as such Event of Default continues, the
Lender shall be entitled to exercise all voting rights and privileges whatsoever
with respect to the Stock, and to that end the Stockholder hereby appoints the
Lender as its proxy and attorney-in-fact for purposes of voting the Stock, and
this appointment shall be deemed coupled with an interest and is and shall be
irrevocable until all of the Stockholder's obligations to the Lender have been
fully and finally paid. All persons whatsoever shall be conclusively entitled to
rely upon the Lender's oral or written certification that it is entitled to vote
the Stock hereunder. The Stockholder shall execute and deliver to the Lender any
additional proxies and powers of attorney that the Lender may desire in order to
vote more effectively the Stock in its own name. Upon the occurrence of any
Event of Default hereunder and for so long as such Event of Default continues,
the Lender may (but shall not be obligated to) vote the Stock.

4. PAYMENTS OF DIVIDENDS AND NEW SHARES. During the period
that the Stock is being held as security hereunder:

(a) The Stockholder shall not, without the prior
written consent of the Lender, vote the Stock in favor of allowing ThermoView
Industries, Inc., to pay any partial or complete liquidating distributions;
and

(b) The Stockholder shall not, without the prior
written consent of the Lender, vote the Stock in favor of allowing ThermoView
Industries, Inc., to issue any additional shares or options,

2
<PAGE>

subscription rights, warrants or other instruments with respect to the Stock.

5. STATUS OF STOCK. The Stockholder hereby represents and warrants to
the Lender that the Stock is validly issued and outstanding, fully paid and
nonassessable; that the Stockholder is the registered owner of the Stock, free
and clear of all liens, charges, equities and encumbrances; and that Stockholder
has the full power and authority to pledge the Stock to the Lender pursuant to
this Stock Pledge Agreement. Stockholder covenants and agrees that none of the
Stock shall be sold, transferred, or assigned without the Lender's prior written
consent, which consent may be arbitrarily withheld so long as this Stock Pledge
Agreement is in effect.

6. MAINTENANCE OF PRIORITY OF PLEDGE. The Stockholder shall be liable
for and shall from time to time pay and discharge all taxes, assessments and
governmental charges imposed upon the Stock by federal, state or local
authority, the liens of which would or might be held prior to the right of the
Lender in and to the Stock. The Stockholder shall not, at any time while this
Stock Pledge Agreement is in effect, do or suffer any act or thing whereby the
rights of the Lender in the Stock would or might be impaired. The Stockholder
shall execute and deliver such further documents and take such further actions
as may be reasonably required to confirm the rights of the Lender in and to the
Stock or otherwise to effectuate the intention of this Stock Pledge Agreement.

7. EVENTS OF DEFAULT. Each of the following shall be deemed an
"Event(s) of Default" hereunder:

(a) Any default occurs in the payment of interest or principal
or other sums due with respect to the Secured Obligations, when the same are due
and payable in accordance with their respective terms (provided, that any
required notices have been given and any applicable grace periods have expired);
or

(b) A breach of any kind whatsoever occurs under the terms of
this Stock Pledge Agreement or any covenant, warranty, representation or
agreement made by the Stockholder herein, or in connection herewith, shall be
broken or proven to be untrue at any time (provided, that any required notices
have been given and any applicable grace periods have expired).

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<PAGE>

8. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any Event of
Default, as referred to in Section 7 hereof, and for so long as such Event of
Default continues, the Lender shall have the following rights and remedies, in
addition to all other rights and remedies provided at law or in equity, all of
which shall be cumulative and may be exercised from time to time, either
successively or concurrently, either by itself or through a court or courts of
appropriate jurisdiction:

(a) The Lender may exercise its rights as proxy and
attorney-in-fact pursuant to Section 3 hereof to exercise all voting rights and
privileges granted to shareholders of ThermoView Industries, Inc.

(b) The Lender may exercise all rights of a secured party
under the Uniform Commercial Code and all other applicable laws.

(c) The Lender may take such steps as may be necessary to
cause all or any portion of the Stock as it, in its sole discretion, deems
necessary or desirable to be transferred into the Lender's name or into the name
of the Lender's nominee on the books of ThermoView Industries, Inc., and
following such transfer, the Lender may exercise all rights granted to holders
of shares of Series D Preferred Stock of ThermoView Industries, Inc., under its
Certificate of Incorporation and By-laws, and applicable law, including without
limitation, the right to arrange a bona fide sale of the Stock or any portion
thereof within a reasonable time at a public sale or sales or at a private sale
or sales or to vote the Stock in favor of the declaration of a dividend in kind.

In the event that a sale or sales of the Stock is determined
necessary in the Lender's sole discretion, the Lender will give notice to the
Stockholder and grant the Stockholder a reasonable time (as determined by the
Lender, giving consideration to the Stockholder's and ThermoView Industries,
Inc.'s then existing financial condition) either to purchase the Stock or to
arrange for a purchase of the Stock by another person who has such knowledge and
experience concerning the financial affairs of the Stockholder and ThermoView
Industries, Inc., that registration of the Stock under any federal or state
securities laws is not deemed necessary or advisable in the opinion of the
Lender's counsel before such sale, for an amount not less than all the Secured
Obligations then due and

4
<PAGE>

payable. In the event such a sale satisfactory to the Lender cannot be arranged,
then the Lender may take such steps as may be necessary to effect either a
public sale of the Stock or a sale of the Stock not involving a public offering
within the meaning of the regulations of the Securities and Exchange Commission,
at the cost and expense of the Stockholder. In either event, the Lender may sell
the Stock, or any portion thereof, from time to time, upon not less than ten
(10) days prior written notice to the Stockholder of the time and place of sale
(which notice the Stockholder hereby agrees is commercially reasonable), for
cash or for future delivery, the Stockholder hereby waiving all rights, if any,
of marshaling the Stock and other security for the payment of the Obligations.
At such sale or sales, the Lender may bid for and acquire the Stock or any
portion thereof free from any further redemption rights of the Stockholder, and
in lieu of paying cash therefor, may make settlement for the selling price of
the Stock or part thereof by crediting upon the payment of the Secured
Obligations the net selling price of the Stock, after deducting all of the
Lender's reasonable costs and expenses of every kind and nature therefrom,
including the Lender's reasonable attorneys' fee incurred in connection with
realizing upon the Stock, provided the same is not prohibited by applicable law.

In the case of any sale by the Lender of the Stock, or any
portion thereof, on credit or for future delivery, which may be elected at the
option and in the complete discretion of the Lender, the Stock so sold may, at
the Lender's option, either be delivered to the purchaser or retained by the
Lender until the selling price is paid by the purchaser, but in either event the
Lender shall incur no liability in case of failure of the purchaser to take up
and pay for the Stock so sold. In case of any such failure, such Stock may be
sold again by the Lender in the manner provided in this paragraph.

After deducting all its reasonable costs and expenses of every
kind, including without limitation, legal and accounting fees incident to a
registration of the stock under the Securities Act of 1933 or any rule or rules
adopted pursuant thereto or under the securities (Blue Sky) laws of any state or
incident to a public or private offering in connection with the sale of the
Stock, the Lender shall apply the residue of the proceeds of the sale or sales
of the Stock to the Secured Obligations in the order or priority selected by the
Lender. The Lender shall not incur any liability as a result of the sale of the
Stock at any private sale or sales, and the

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<PAGE>

Stockholder hereby waives any claim arising by reason of the fact that the price
or prices for which the Stock, or any portion thereof, is sold at such private
sale or sales is less than the price which would have been obtained at a public
sale or sales or is less than the amount due on the Note, even if the Lender
accepts the first offer received and does not offer the Stock, or any portion
thereof, to more than one offeree. The Stockholder shall remain liable for any
deficiency remaining due with respect to the Secured Obligations. The Lender
will account to the Stockholder for any surplus resulting from such sale or
sales within sixty (60) days following the Lender's receipt of final payment in
cash.

9. NOTICES. All notices, elections, requests, demands and other
communications hereunder shall be in writing and shall be given at the time
delivered or deposited in the United States mails, certified or registered mail,
postage prepaid, return receipt requested, or sent by telex or telecopy,
addressed to the parties as follows (or to such other person or place of which
any party hereto shall have given written notice to the other):

If to the Lender: Founders Group, LLC
1101-C Herr Lane
Louisville, Kentucky 40202
Attn: Mr. Stephen Hoffmann

If to the Stockholder: Rodney H. Thomas
13397 Lakefront Drive
Earth City, Missouri 63045

The address of any party for any purpose may be changed at any time and
from time to time in the manner provided for in this Section 9 and shall be the
most recent such address furnished in writing to the other party. A notice shall
be deemed to have been given when dispatched, if by telex or telecopy, addressed
as aforesaid (or to such other designated address), or if by mail on the third
Business Day after it is enclosed in an envelope, addressed to the party to be
notified at the address stated above (or to such other designated address),
properly stamped, sealed and deposited in the United States mail.

10. GOVERNING LAW. THE LAWS OF THE COMMONWEALTH OF KENTUCKY
SHALL GOVERN THE CONSTRUCTION OF THIS STOCK PLEDGE AGREEMENT AND THE RIGHTS
AND REMEDIES AND DUTIES OF THE PARTIES HEREUNDER.

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<PAGE>

11. SUCCESSORS AND ASSIGNS. This Stock Pledge Agreement shall
bind the Stockholder, its successors and assigns, and shall inure to the
benefit of the Lender, its successors and assigns.

12. TIME OF ESSENCE. Time shall be of the essence in the
performance of the Stockholder's obligations hereunder.

13. WAIVER OF TRIAL BY JURY. Each of the parties hereto waives
all right to trial by jury in any action or proceeding to enforce or defend his
or its rights under this Agreement and/or the Note.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to duly execute and deliver this Stock Pledge
Agreement on the dates set forth opposite their respective signatures, but
effective as of the date first above written.

The "Stockholder"
Rodney H. Thomas

By:________________________
Title:________________________

The "Lender"
Founders Group, LLC

By:________________________
Title:________________________

<PAGE>

FIFTH AMENDMENT TO LOAN AGREEMENT
AND AMENDMENT TO NOTE

THIS FIFTH AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO NOTE
(the "AGREEMENT") is made and entered into as of April 14, 2000, by and among
[i] THERMOVIEW INDUSTRIES, INC., a Delaware corporation ("THERMOVIEW"), [ii]
AMERICAN HOME DEVELOPERS CO., INC., a California corporation ("AMERICAN HOME"),
[iii] THERMOVIEW INDUSTRIES, INC. OF CALIFORNIA, a California corporation,
formerly known as Five Star Builders, Inc., successor in interest to American
Home Remodeling ("THERMOVIEW CALIFORNIA"), [iv] KEY HOME CREDIT, INC., a
Delaware corporation ("KEY HOME"), [v] KEY HOME MORTGAGE, INC., a Delaware
corporation ("KEY HOME MORTGAGE"), [vi] LEINGANG SIDING AND WINDOW, INC., a
North Dakota business corporation ("LEINGANG SIDING"), [vii] PRIMAX WINDOW CO.,
a Kentucky corporation ("PRIMAX"), [viii] PRECISION WINDOW MFG., INC., a
Missouri corporation ("PRECISION"), [ix] ROLOX, INC., a Kansas corporation
("Rolox"), [x] TD WINDOWS, INC., a Kentucky corporation ("TD WINDOWS"), [xi]
THERMAL LINE WINDOWS, INC., a North Dakota corporation, formerly known as Ice
Inc., successor in interest to Thermal Line Windows, LLP, and Blizzard
Enterprises, Inc. ("THERMAL LINE"), [XII] THERMOVIEW OF MISSOURI, INC., a
Missouri corporation ("THERMOVIEW-MISSOURI"), [xiii] THERMO-TILT WINDOW COMPANY,
a Delaware corporation ("THERMO-TILT"), [xiv] THOMAS CONSTRUCTION, INC., a
Missouri corporation ("THOMAS"), [xv] THERMO-SHIELD OF AMERICA (ARIZONA), INC.,
an Arizona corporation ("TSAAI"), [xvi] THERMO-SHIELD OF AMERICA (MICHIGAN),
INC., a Michigan corporation ("TSAMI"), [xvii] THERMO-SHIELD COMPANY, LLC, an
Illinois limited liability company ("TSC"), [xviii] THERMO-SHIELD OF AMERICA
(WISCONSIN), LLC, a Wisconsin limited liability company ("TSAW"), [xix]
THERMOVIEW ADVERTISING GROUP, INC., a Delaware corporation ("TAG") (ThermoView,
American Home, ThermoView California, Key Home, Key Home Mortgage, Leingang
Siding, Primax, Precision, Rolox, TD Windows, Thermal Line, ThermoView-Missouri,
Thermo-Tilt, Thomas, TSAAI, TSAMI, TSC, TSAW, and TAG individually are referred
to in this Agreement as a "BORROWER" and collectively are referred to in this
Agreement as the "BORROWERS"), and [xx] PNC BANK, NATIONAL ASSOCIATION, a
national banking association (the "BANK").

RECITALS:

A. The Borrowers and the Bank are parties to a certain Loan
Agreement, dated as of August 31, 1998, as amended pursuant to that certain
Joinder to Loan Documents and Amendment to Loan Documents (Thomas Construction,
Inc.) dated as of January 1, 1999, by and among certain of the Borrowers and the
Bank, as further amended by that certain Joinder to Loan Documents and Amendment
to Loan Documents (Precision Window Mfg., Inc.) dated as of January 5, 1999, by
and among certain of the Borrowers and the Bank, as further amended by that
certain Joinder to Loan Documents and Amendment to Loan Documents
(Thermo-Shield) dated as of July 8, 1999, by and among the Borrowers and the
Bank, as further amended by that certain Amendment to Loan Agreement dated as of
July 30, 1999, by and among the Borrowers and the Bank, as further amended by
that certain Second Amendment to Loan Agreement dated as of October 14, 1999, by
and among the Borrowers and the Bank, as

<PAGE>

further amended by that certain Third Amendment to Loan Agreement dated as of
November _____, 1999, by and among the Borrowers and the Bank, and as further
amended by that certain Fourth Amendment to Loan Agreement and Amendment to Note
and Term Note dated as of November 10, 1999, by and among the Borrowers and the
Bank (as so amended, the "LOAN AGREEMENT") (certain capitalized terms used in
this Agreement have the meanings set forth for them in the Loan Agreement unless
expressly otherwise defined herein), pursuant to which, among other things, the
Bank established a $15,000,000.00 Committed Line of Credit in favor of the
Borrowers.

B. The Borrowers have requested that the Bank amend
the Loan Agreement and the Note as more particularly described in this
Agreement.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth in this Agreement and for other good
and valuable consideration, the mutuality, receipt and sufficiency of which are
hereby acknowledged, the Borrowers and the Bank hereby agree as follows:

ARTICLE 1

AMENDMENTS TO LOAN AGREEMENT

The Loan Agreement is hereby amended as follows:

1.1 By deleting Section 1.D. of the Loan Agreement and substituting a
new Section 1.D. reading in its entirety as follows:

D. TERMINATION OF COMMITMENT. Bank's obligation to make Advances under
the Loan (the "COMMITMENT") shall continue until the earlier of May 1,
2001, or any later date or dates, if applicable, as to which Borrowers
and the Bank (each in their sole and absolute discretion, which may be
exercised arbitrarily) may agree in writing (May 1, 2001, or such later
date is referred to herein as the "LOAN EXPIRATION DATE"), and the
amount of all Advances not earlier repaid, together with interest
thereon, shall be due and payable in full as of the Loan Expiration
Date.

1.2 By deleting the last sentence of Section 1.E. of the Loan Agreement
and substituting a new last sentence to Section 1.E. of the Loan Agreement
reading in its entirety as follows:

The applicable Unused Loan Fee rate (the "UNUSED LOAN FEE RATE") shall
be one eighth of one percent (.125%) per annum.

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<PAGE>

1.3 By deleting the first sentence of Section 1.F. of the Loan
Agreement and substituting a new first sentence to Section 1.F. of the Loan
Agreement reading in its entirety as follows:

Subject to the provisions of this Agreement, Bank agrees to issue
irrevocable standby Letters of Credit from time to time after January
1, 1999, until the earlier of May 1, 2001, or any later date or dates,
if applicable, as to which Borrowers and Bank may agree (each in their
sole and absolute discretion, which may be exercised arbitrarily) in
writing (May 1, 2001, or such later date is referred to herein as the
"LETTER OF CREDIT EXPIRATION DATE") upon the request of, for the
account of, and with recourse to Borrowers (the "LETTER OF CREDIT
FACILITY").

1.4 By deleting Section 4B.[1] of the Loan Agreement and
substituting a new Section 4B.[1] reading in its entirety as follows:

[1] MONTHLY INFORMATION. Commencing with the month ending
March 31, 2000, Borrowers will deliver to Bank as soon as practicable
after the end of each month, but in any event within thirty (30) days
thereafter: [i] an unaudited consolidated balance sheet of Borrowers at
the end of such month; [ii] unaudited consolidated statements of
income, retained earnings and cash flows of Borrowers for such month
and for the portion of such year ending with such month; [iii] an
acquisition pipeline report; [iv] projected consolidated cash flow
statements of each Borrower, including summary details of cash
disbursements, for the immediately succeeding calendar month; [v] a
report (now known as the Earn-Out Forecast) detailing all anticipated
payments for all Earn-Outs, as that term is defined in this Agreement;
and [vi] a certificate ("COMPLIANCE CERTIFICATE") signed by the Chief
Executive Officer or Chief Financial Officer of ThermoView, certifying
that such officer has reviewed the relevant terms of this Agreement and
the other Loan Documents, has made, or caused to be made under his or
her supervision, an adequate review of the transactions and condition
of each of the Borrowers during such period and as at the date of such
signing, and that such review has not disclosed the existence, during
such period or as at the date of such signing, of any Event of Default,
or if so, specifying the nature and period of existence thereof and
what action ThermoView or the applicable Borrower has taken or is
taking or proposes to take with respect thereto together with a
certification that, as applicable, ThermoView or the applicable
Borrower as at the end of such month, if applicable, was, or was not,
in compliance with the financial covenants set forth in the Section of
this Agreement entitled "Financial Covenants," and a schedule
disclosing the calculations forming the basis for such certification.

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<PAGE>

1.5 By deleting Section 4B.[2] of the Loan Agreement and
substituting a new Section 4B.[2] reading in its entirety as follows:

[2] QUARTERLY INFORMATION. Borrowers will deliver to Bank as
soon as practicable after the end of each of the first three quarterly
fiscal periods in each fiscal year of ThermoView, but in any event
within forty-five (45) days thereafter, [i] an unaudited consolidated
balance sheet of Borrowers as at the end of such quarter, and [ii]
unaudited consolidated statements of income, retained earnings and cash
flows of Borrowers for such quarter and (in the case of the second and
third quarters) for the portion of the fiscal year ending with such
quarter, setting forth in comparative form in each case the projected
consolidated figures for such period and the actual consolidated
figures for the comparable period of the prior fiscal year. Such
statements shall be [a] prepared in accordance with GAAP consistently
applied, [b] in reasonable detail, [c] certified by the principal
financial or accounting officer of ThermoView and [d] accompanied by a
Compliance Certificate or other statement in reasonable detail,
certified by the Chief Executive Officer or Chief Financial Officer of
ThermoView showing the calculations used in determining compliance with
each of the financial covenants set forth in this Agreement.

1.6 By deleting Section 4I.[1]of the Loan Agreement and
substituting a new Section 4I.[1] reading in its entirety as follows:

[1] FUNDED DEBT TO EBITDA. The ratio, calculated as of the end
of each fiscal quarter of Borrowers beginning March 31, 2000 (each a
"CALCULATION DATE"), of the consolidated (and combined, if applicable)
Funded Debt of Borrowers as of each Calculation Date divided by the
consolidated (and combined, if applicable) EBITDA for Borrowers for the
four (4) fiscal quarters of Borrowers immediately preceding the
applicable Calculation Date shall not be greater than 10.00 to 1.00 as
of the Calculation Date occurring on March 31, 2000, and thereafter
until, but not including, the Calculation Date occurring on June 30,
2000; 7.50 to 1.00 as of the Calculation Date occurring on June 30,
2000, and thereafter until, but not including, the Calculation Date
occurring on September 30, 2000; 5.25 to 1.00 as of the Calculation
Date occurring on September 30, 2000, and thereafter until, but not
including, the Calculation Date occurring on December 31, 2000, and
4.25 to 1.00 as of the Calculation Date occurring on December 31, 2000,
and as of all Calculation Dates thereafter.

1.7 By deleting Section 4I.[2]of the Loan Agreement and
substituting a new Section 4I.[2] reading in its entirety as follows:

[2] SENIOR DEBT TO EBITDA. The ratio as of each Calculation
Date of the consolidated (and combined, if applicable) Senior Debt of
Borrowers as of each Calculation Date divided by the consolidated (and
combined, if applicable) EBITDA

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<PAGE>

for Borrowers for the four (4) fiscal quarters of Borrowers immediately
preceding the applicable Calculation Date shall not be greater than
4.60 to 1.00 as of the Calculation Date occurring on March 31, 2000,
and thereafter until, but not including, the Calculation Date occurring
on June 30, 2000; 4.50 to 1.00 as of the Calculation Date occurring on
June 30, 2000, and thereafter until, but not including, the Calculation
Date occurring on September 30, 2000; and 3.50 to 1.00 as of the
Calculation Date occurring on September 30, 2000, and as of all
Calculation Dates thereafter.

1.8 By deleting Section 4I.[3]of the Loan Agreement and
substituting a new Section 4I.[3] reading in its entirety as follows:

[3] FIXED CHARGE COVERAGE. The ratio as of each Calculation
Date of the consolidated (and combined, if applicable) EBITDA LESS the
amount of any cash taxes ("CASH TAXES") LESS the amount of all
Earn-Outs, as that term is defined herein, not financed with the
proceeds of loans or other borrowings from any person or entity
("UNFINANCED EARN-OUTS") LESS the amount of any Capital Expenditures,
as that term is defined herein, of the Borrowers not financed with the
proceeds of loans or other borrowings from any person or entity
("UNFINANCED CAPITAL EXPENDITURES"), which Cash Taxes, Unfinanced
Earn-Outs, and Unfinanced Capital Expenditures were incurred during the
immediately preceding four (4) fiscal quarters of the Borrowers,
divided by the sum of, for the same period, consolidated (and combined,
if applicable) current maturities of Funded Debt for Borrowers PLUS any
and all dividends paid or accrued by the Borrowers PLUS all
consolidated interest expenses paid or accrued by the Borrowers, shall
not be less than .70 to 1.00 as of the Calculation Date occurring on
March 31, 2000, and thereafter until, but not including, the
Calculation Date occurring on June 30, 2000; and .75 to 1.00 as of the
Calculation Date occurring on June 30, 2000, and thereafter until, but
not including, the Calculation Date occurring on September 30, 2000;
and 1.10 to 1.00 as of the Calculation Date occurring on September 30,
2000, and thereafter until, but not including, the Calculation Date
occurring on December 31, 2000; and 1.20 to 1.00 as of the Calculation
Date occurring on December 31, 2000, and as of all Calculation Dates
thereafter.

1.9 By deleting Section 4I.[4] of the Loan Agreement and
substituting a new Section 4I[4] reading in its entirety as follows:

[i] CONVERSION OF FINANCIAL COVENANTS USE OF MODIFIED BORROWER EBITDA
TO EBITDA. Notwithstanding anything contained in this Agreement to the
contrary, effective with the Calculation Date occurring on December 31,
1999, the financial covenants set forth in Sections 4I.[1], 4I.[2], and
4I.[3] of this Agreement and all other calculations required by this
Agreement, including the calculations contained

5
<PAGE>

in the "Limitation of Commitment" Section of this Agreement, shall be
calculated using EBITDA instead of Modified Borrower EBITDA.

1.10 By deleting Section 4I.[d] of the Loan Agreement and
substituting a new Section 4I.[d] reading in its entirety as follows:

[D] "FUNDED DEBT" is defined as the consolidated (and
combined, if applicable) sum of all line borrowings, plus current (i.e.
less than or equal to one (1) year) and non-current maturities of long
term debt of each of the Borrowers (including but not limited to any
obligations of any Borrower that are determined based on the future
performance of any Acquired Entity ("EARN-OUTS")) to the Bank or any
other person or entity. For purposes of this calculation, Funded Debt
shall be deemed to include, at all times, the actual principal amount
of the GE Subordinated Debt due and owing without regard to any
carrying value thereof shown on the books and records of the Borrowers.

1.11 By deleting Section 4J. of the Loan Agreement and substituting
a new Section 4J. reading in its entirety as follows:

J. NET WORTH. Borrowers will maintain at all times a
consolidated (and combined, if applicable) minimum Net Worth in an
amount equal to ninety percent (90%) of Borrowers' actual book net
worth as indicated in Borrowers' consolidated (and combined, if
applicable) Financial Statements dated as of December 31, 1999 (the
"BASE NET WORTH"), plus, for each fiscal quarter of Borrowers ending
after December 31, 1999, an amount equal to the sum of [i] seventy-five
percent (75%) of Borrowers' consolidated (and combined, if applicable)
net income (without giving effect to losses) for each such fiscal
quarter and [ii] one hundred percent (100%) of the net proceeds
(whether in the form of cash or a decrease in any debt of any of the
Borrowers) of any equity offering (including, but not limited to, all
public equity offerings, all private equity offerings and any
conversions of any debt of any of the Borrowers to equity) resulting in
the issuance for any reason of any equity interest in Borrowers of any
type or character (including, but not limited to, common stock,
preferred stock, or redeemable preferred stock) for Borrowers for each
such fiscal quarter. As used in this financial covenant the parties
agree that the [i] term "NET WORTH" means stockholders' equity in the
Borrowers and [ii] Base Net Worth as of December 31, 1999, was
$_______________ (i.e. ninety percent (90%) of $_______________).

1.12 By deleting the third sentence of Section 4P. of the Loan
Agreement and substituting a new third sentence to Section 4P. of the Loan
Agreement reading in its entirety as follows:

The Bank may require additional field audits during the term of this
Agreement as often as is deemed necessary by the Bank in the exercise
of the Bank's sole and absolute discretion.

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<PAGE>

1.13 By adding a new Section 4S. to the Loan Agreement reading in
its entirety as follows:

S. RENEWAL FEE. Pay to Bank [i] on or before June 30,
2000, $50,000.00, which represents a portion of the $70,000.00 fee (the
"EXTENSION FEE") charged by Bank for extending the Loan Expiration Date
to May 1, 2001, and [ii] on or before July 31, 2000, $20,000.00, which
represents the remainder of the Extension Fee.

1.14 By deleting Section 5F. of the Loan Agreement and
substituting a new Section 5F. reading in its entirety as follows:

F. CHANGE IN BUSINESS, MANAGEMENT OR OWNERSHIP. Except for the
issuance of [i] the 9.6% Cumulative Convertible Series C Preferred
Stock ("SERIES C PREFERRED STOCK"), [ii] the 12% Cumulative Series D
Preferred Stock ("SERIES D PREFERRED STOCK") on terms and conditions
acceptable to the Bank, [iii] 113,173 shares of the Series D Preferred
Stock to Michael S. Haines ("MR. HAINES") on terms and conditions
acceptable to the Bank, [iv] 60,745 shares of the ThermoView common
stock (the "COMMON STOCK") and 49,735 shares of the Series D Preferred
Stock to Steven B. Hoyt ("MR. HOYT") on terms and conditions acceptable
to the Bank, [v] 49,735 shares of the Series D Preferred Stock and
60,745 shares of the Common Stock to Alvin W. Leingang ("MR.
LEINGANG"), [vi] 113,173 shares of the Series D Preferred Stock to
Bradley A. Smith ("MR. SMITH"), and [vii] 1,113,500 shares of the
Series D Preferred Stock to Rodney H. Thomas ("MR. THOMAS") on terms
and conditions acceptable to the Bank, make or permit any material
change [a] in the nature of its respective business as carried on as of
the date hereof, [b] in the composition of its respective current
executive management, or [c] in its respective equity ownership.

1.15 By adding a new Section 5M. to the Loan Agreement reading in
its entirety as follows:

M. EARN-OUT PAYMENTS. Except for the $1,000,000.00 Earn-Out
payment paid to Mr. Thomas on February 29, 2000, and financed (i.e. not
an Unfinanced Earn-Out) with the proceeds of the recent equity offering
by ThermoView, make or permit any payment with respect to any Earn-Out
at any time [i] the Funded Debt to EBITDA ratio of Borrowers, as such
ratio is more particularly described in Section 4I.[1] of this
Agreement, is greater than or equal to 5.00 to 1.00 as of the
Calculation Date immediately preceding the date any such Earn-Outs are
due and payable or [ii] the Fixed Charge Coverage Ratio of Borrowers,
as such ratio is more particularly described in Section 4I.[3] of this
Agreement, is less than or equal to 1.10 to 1.00 as of the Calculation
Date immediately preceding the date any such Earn-Outs are due and
payable.

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<PAGE>

1.16 By deleting the LOAN FEE CALCULATION SCHEDULE TO AGREEMENT
attached to the Loan Agreement.

ARTICLE 2

AMENDMENTS TO NOTE

The Note is hereby amended as follows:

2.1 By deleting the last sentence of paragraph 1 of the Note and
substituting a new last sentence to paragraph 1 of the Note reading in its
entirety as follows:

The "EXPIRATION DATE" shall mean the earliest to occur of [a] May 1,
2001, or [b] the date on which the Bank receives written notice from
the Borrowers (which notice shall be irrevocable) in which the
Borrowers shall state that they do not intend to request further
Advances hereunder, and shall acknowledge that the Bank shall have no
obligation to make further Advances hereunder.

2.2 By deleting the definition of "Applicable Euro-Rate Margin" in the
Note and inserting a new definition of "Applicable Euro-Rate Margin" into the
Note reading in its entirety as follows:

"Applicable Euro-Rate Margin" means four percent (4.00%) per annum.

2.3 By deleting the first grammatical paragraph of section 5 of the
Note and inserting a new first grammatical paragraph of section 5 to the Note
reading in its entirety as follows:

5. PAYMENT TERMS. Principal of this Note shall be paid in a
single payment on the Expiration Date. Until June 1, 2000, interest on
each Advance accruing interest at the Euro-Rate Loan Rate shall be
payable on the last day of the Euro-Rate Interest Period for such
Advance unless such Euro-Rate Interest Period is longer than three (3)
months, in which case interest shall be payable both on the three-month
anniversary and on the last day of the Euro-Rate Interest Period of
such Advance. On and after June 1, 2000, interest on each Advance
accruing interest at the Euro-Rate Loan Rate shall be payable on the
last day of the Euro-Rate Interest Period for such Advance unless such
Euro-Rate Interest Period is longer than one (1) month, in which case
interest shall be payable both on the one-month anniversary and on the
last day of the Euro-Rate Interest Period of such Advance. Interest on
Advances bearing interest at the Base Rate shall be payable on the last
day of each calendar month and on any and each date that the principal
of this Note is paid in full, and on the Expiration Date.

2.4 By deleting SCHEDULE A TO PROMISSORY NOTE (COMMITTED LINE OF
CREDIT NOTE).

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<PAGE>

ARTICLE 3

WAIVER OF COVENANT DEFAULT

Subject to delivery to the Bank of each of the "Agreement
Documents" more particularly described in Article 4 of this Agreement, the Bank
hereby grants a waiver of Borrowers' non-compliance with [i] the financial
covenants contained in the Section 4I. and Section 4J. of the Loan Agreement and
of the Events of Default that would otherwise result from a violation of those
Sections, solely for the period November 10, 1999, to March 31, 2000, and [ii]
the covenants contained in Section 4B.[1] of the Loan Agreement and of the
Events of Default that would otherwise result from a violation of that Section,
solely for the period January 1, 2000, to March 31, 2000. The Borrowers agree
that they will hereafter comply fully with these provisions, as amended, and all
other provisions of the Loan Agreement and the Loan Documents, which remain in
full force and effect and will deliver the information required by Section
4B.[3] of the Loan Agreement on or before.

ARTICLE 4

CONDITIONS PRECEDENT

The modifications to the Loan Agreement described in Article 1
of this Agreement, the modifications to the Note described in Article 2 of this
Agreement, and the waivers described in Article 3 of this Agreement shall all
become effective on that date (the "EFFECTIVE DATE") on which on which each of
the following documents (collectively, the "AGREEMENT DOCUMENTS") has been
executed by each of the parties to them and delivered to the Bank and when the
Bank determines to its satisfaction that each other condition set forth below
has been fulfilled:

A. This Agreement, duly executed by each of the
Borrowers and the Bank;

B. Copies of each of the fully-executed documents and
instruments modifying the financial covenants contained in the GE Loan Documents
so that such financial covenants are no more restrictive than the financial
covenants contained in the Loan Documents after giving effect to the
modifications to the Loan Documents described in this Agreement;

C. Evidence satisfactory to the Bank in its sole
discretion that the Earn-Outs, as that term is defined in the Loan
Agreement, due and payable by the Borrowers as of March 31, 2000, have been
paid and/or converted to the equity of ThermoView;

D. The guaranty of payment to the Bank of a portion of
the Obligations by each of Stephen A. Hoffmann, Nelson E. Clemmens,
Richard E. Bowlds, and Douglas I Maxwell, III (the "GUARANTY AGREEMENT"),
which Guaranty Agreement will be in form and substance satisfactory to

9
<PAGE>

the Bank and which will be secured by collateral in form and amount acceptable
to the Bank in its sole discretion;

E. Pledge Agreements from each of the Guarantors
("PLEDGE AGREEMENTS"), in form and substance satisfactory to the Bank,
granting the Bank a lien on and security interest in certain certificates
of deposit of each of the Guarantors on deposit with the Bank;

F. UCC-1 Financing Statements showing the Bank as Secured
Party and each of American Home, ThermoView California, Key Home Mortgage,
Leingang Siding, Precision, Rolox, Thermal Line, ThermoView-Missouri, Thomas,
TSAAI, TSAMI, TSC, and TSAW as Debtor for filing with the Office of the
Secretary of State of Kentucky; and

G. UCC-1 Financing Statements showing the Bank as
Secured Party and Thermal Line as Debtor for filing with the Minnesota
Secretary of State, the Colorado Secretary of State and the North Dakota
Secretary of State.

ARTICLE 5

OTHER STIPULATIONS

5.1 Upon the Effective Date, the provisions of Article 1, Article 2 and
Article 3 of this Agreement shall become effective and modify or supersede and
replace the applicable provisions of, as applicable, the Loan Agreement and the
Note recited as being modified by them. From and after the Effective Date each
reference to the "Loan Agreement" and the "Note" shall mean and be deemed a
reference to, as applicable, the Loan Agreement and the Note as modified by this
Agreement but, except as modified by this Agreement, the Loan Agreement and the
Note shall each remain in full force and effect in the same form as existed
immediately before the Effective Date.

5.2 This Agreement contains the final, complete and exclusive agreement
of the parties to it with regard to its subject matter, may not be amended
except in writing signed by each of the parties to it, shall be binding upon and
inure to the benefit of the respective successors and assigns of each of the
parties to it (subject to applicable provisions of the Loan Agreement), and
shall be construed in accordance with and otherwise governed in all respects by
the laws of the Commonwealth of Kentucky. This Agreement may be executed in
counterparts, and all counterparts collectively shall constitute but one
original document. Each of the Borrowers hereby agrees to reimburse the Bank for
all costs and expenses incurred by the Bank in connection with the preparation,
negotiation, documentation, execution and delivery of this Agreement, including
but not limited to the reasonable fees of legal counsel to the Bank.

5.3 Each of the Borrowers join in this Agreement for the purpose of
consenting to the provisions of the foregoing Agreement, and each of the
Borrowers confirms and agrees that its and their respective obligations under,
as applicable, the Note and the other Loan Documents shall be unimpaired by this
Agreement and that no Borrower has any defenses or set offs against the Bank,

10
<PAGE>

or its respective officers, directors, employees, agents or attorneys with
respect to, as applicable, the Note or the other Loan Documents and that all of
the terms, conditions and covenants in the Loan Documents remain unaltered and
in full force and effect and are hereby ratified and confirmed.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

11
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

"BORROWERS"

THERMOVIEW INDUSTRIES, INC.,
a Delaware corporation

By: /s/ Nelson E. Clemmens,
------------------------------------
Nelson E. Clemmens, President

AMERICAN HOME DEVELOPERS CO., INC.,
a California corporation

By: /s/ Nelson E. Clemmens,
------------------------------------
Nelson E. Clemmens, President

THERMOVIEW INDUSTRIES, INC. OF CALIFORNIA,
a California corporation, formerly
known as Five Star Builders, Inc.,
successor in interest to American Home
Remodeling

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

KEY HOME CREDIT, INC., a
Delaware Corporation

By: /s/ Leigh Ann Barney
------------------------------------
Leigh Ann Barney, President

KEY HOME MORTGAGE, INC., a
Delaware Corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

<PAGE>
LEINGANG SIDING AND WINDOW, INC.,
a North Dakota business corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

PRIMAX WINDOW CO., a Kentucky corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

PRECISION WINDOW MFG., INC., a Missouri
corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

ROLOX, INC. a Kansas corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

TD WINDOWS, INC. a Kentucky corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

<PAGE>

THERMAL LINE WINDOWS, INC. a North Dakota
Corporation, formerly known as Ice Inc.,
successor in interest to Blizzard
Enterprises, Inc. and Thermal Line Windows,
LLP

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

THERMOVIEW OF MISSOURI, INC., a
Missouri Corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

THERMO-TILT WINDOW COMPANY, a
Delaware Corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

THOMAS CONSTRUCTION, INC., a Missouri
corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

THERMO-SHIELD OF AMERICA (ARIZONA), INC.,
an Arizona corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

<PAGE>

THERMO-SHIELD OF AMERICA
(MICHIGAN), INC., a Michigan corporation

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, President

THERMO-SHIELD COMPANY, LLC,
an Illinois limited liability company

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, Manager and
President

THERMO-SHIELD OF AMERICA
(WISCONSIN), LLC, a Wisconsin limited
liability company

By: /s/ Nelson E. Clemmens
------------------------------------
Nelson E. Clemmens, Manager and
President

THERMOVIEW ADVERTISING GROUP, INC.,
a Delaware corporation

By: /s/ Charlton C. Hundley
------------------------------------
Charlton C. Hundley, Secretary

"BANK"

PNC BANK, NATIONAL ASSOCIATION, a national
banking association

By: /s/ Gregory M. Carroll
------------------------------------
Gregory M. Carroll, Vice President

<PAGE>

AMENDMENT NO. 2 AND WAIVER

AMENDMENT NO. 2 AND WAIVER (this "Amendment"), dated as of
April 14, 2000, between ThermoView Industries Inc. ("Company") and GE Capital
Equity Investments, Inc. ("GE Capital").

W I T N E S S E T H:

WHEREAS, Company and GE Capital are parties to that certain
Securities Purchase Agreement, dated as of July 8, 1999 (as from time to time
amended, restated, supplemented or otherwise modified, the "Purchase Agreement",
and unless the context otherwise requires or unless otherwise defined herein,
capitalized terms used herein shall have the meanings assigned to them in the
Purchase Agreement); and

WHEREAS, Company issued Warrant No. 4 dated July 8, 1999 to GE
Capital (the "Warrant"); and

WHEREAS, Company has requested an amendment and/or waiver of,
and GE Capital has agreed to amend and/or waive, certain provisions of the
Purchase Agreement and the Warrant, on the terms and subject to the conditions
as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO THE PURCHASE AGREEMENT. Effective as
of the Effective Date (as defined herein), the Purchase Agreement is amended as
follows:

1.1 By amending and restating the definition of "Qualified
IPO" in its entirety as follows:

`"Qualified IPO." shall mean a sale of Common Stock pursuant
to an initial public offering of Common Stock on Form S-1 (or any
equivalent general registration form) under the Securities Act (i) at a
price not less than $5.50 per share of Common Stock, (ii) in which the
aggregate proceeds (before expenses and underwriting discounts) to
Company shall not be less than $6,902,500 and (iii) following which the
Common Stock will be listed on the American Stock Exchange.'

1.2 By amending and restating Sections 5.1(b)(i) and (ii)
of the Purchase Agreement in their entirety as follows:

`"(i) MONTHLY INFORMATION. Commencing with the month ending
March 31, 2000, Company will deliver to Purchaser as soon as
practicable after the end of each month, but in any event within 30
days thereafter: (A) an unaudited

<PAGE>
consolidated balance sheet of Company and its Subsidiaries, if any, at
the end of such month; (B) unaudited consolidated statements of income,
retained earnings and cash flows of Company and its Subsidiaries, if
any, for such month and for the portion of such year ending with such
month; (C) an acquisition pipeline report; (D) projected consolidated
cash flow statements of each of Company and its Subsidiaries, including
summary details of cash disbursements, for the immediately succeeding
calendar month; (E) an Earn-Out forecast which shall detail all
anticipated payments for all Earn-Outs; and (F) a certificate
("Compliance Certificate") signed by the Chief Executive Officer or
Chief Financial Officer of Company, certifying that such officer has
reviewed the relevant terms of this Agreement and the other Transaction
Documents, has made, or caused to be made under his or her supervision,
an adequate review of the transactions and condition of each of Company
and its Subsidiaries during such period and as at the date of such
signing, and that such review has not disclosed the existence, during
such period or as at the date of such signing, of any Event of Default,
or if so, specifying the nature and period of existence thereof and
what action Company or any of its Subsidiaries has taken or is taking
or proposes to take with respect thereto together with a certification
that, as applicable, Company and its Subsidiaries as at the end of such
month, if applicable, was, or was not, in compliance with the financial
covenants set forth in Section 5.1(h) of this Agreement, and a schedule
disclosing the calculations forming the basis for such certification.

(ii) QUARTERLY INFORMATION. Company will deliver to Purchaser
as soon as practicable after the end of each of the first three
quarterly fiscal periods in each Fiscal Year of Company, but in any
event within 45 days thereafter, (A) an unaudited consolidated balance
sheet of Company and its Subsidiaries, if any, as at the end of such
quarter; (B) unaudited consolidated statements of income, retained
earnings and cash flows of Company and its Subsidiaries, if any, for
such quarter and (in the case of the second and third quarters) for the
portion of the Fiscal Year ending with such quarter, setting forth in
comparative form in each case the projected consolidated figures for
such period and the actual consolidated figures for the comparable
period of the prior Fiscal Year. Such statements shall be (1) prepared
in accordance with GAAP consistently applied, (2) in reasonable detail,
(3) certified by the principal financial or accounting officer of
Company and (4) accompanied by a Compliance Certificate or other
statement in reasonable detail, certified by the Chief Executive
Officer or Chief Financial Officer of Company showing the calculations
used in determining compliance with each of the financial covenants set
forth in Sections 5.1(h) and 5.2(i); and (C) the pro forma financial
reports of Company and its Subsidiaries for such quarter."

1.3 By amending and restating Sections 5.1(h)(i) and (ii)
in their entirety as follows:

"(i) FUNDED DEBT TO MODIFIED EBITDA. The ratio, calculated as
of the end of each fiscal quarter of Company and its Subsidiaries
beginning March 31,
2
<PAGE>
2000 (each a "Calculation Date"), of the consolidated (and combined, if
applicable) Funded Debt of Company and its Subsidiaries as of each
Calculation Date divided by the consolidated (and combined, if
applicable) Modified EBITDA for Company and its Subsidiaries for the
four (4) fiscal quarters of Company and its Subsidiaries immediately
preceding the applicable Calculation Date shall not be greater than
10.00 to 1.00 as of the Calculation Date occurring on March 31, 2000,
and thereafter until, but not including, the Calculation Date occurring
on June 30, 2000; 7.50 to 1.00 as of the Calculation Date occurring on
June 30, 2000, and thereafter until, but not including, the Calculation
Date occurring on September 30, 2000; 5.25 to 1.00 as of the
Calculation Date occurring on September 30, 2000, and thereafter until,
but not including, the Calculation Date occurring on December 31, 2000,
and 4.25 to 1.00 as of the Calculation Date occurring on December 31,
2000, and as of all Calculation Dates thereafter.

For purposes of this financial covenant, the following terms
shall have the following meaning:

(A) "Base Earnings" shall mean the consolidated (and
combined, if applicable) sum of all earnings before
interest, taxes, depreciation and amortization LESS
any extraordinary gain, PLUS expenses, calculated and
estimated by Company and its Subsidiaries in a manner
and amount acceptable to Purchaser in each case,
incurred by Company and its Subsidiaries, if and to
the extent applicable, that reasonably are expected
no longer to be incurred because of operating
efficiencies realized as a result of and following
each such entity having become a Subsidiary of
Company ("Non-Recurring Expenses"), and before giving
effect to "corporate income" (e.g., interest income
and similar revenues generated by cash on hand) of
Company and its Subsidiaries and corporate overhead
incurred by Company and its subsidiaries during the
period of calculation.

(B) "EBITDA" shall mean the sum of (i) Base Earnings of
Company and its Subsidiaries PLUS (ii) an amount
equal to all non-cash charges to income incurred by
Company and its Subsidiaries on or before the date of
this Agreement in respect of stock options heretofore
issued by Company and its Subsidiaries ("Stock Option
Charges"), not to exceed (a) $6,120,000 for the
Calculation Date occurring on September 30, 1999,
until (but not including) the Calculation Date
occurring on December 31, 1999, (b) $620,000 for the
Calculation Date occurring on December 31, 1999,
until (but not including) the Calculation Date
occurring on March 31, 2000 and (c) $0.00 for all
Calculation Dates occurring on and after March 31,
2000.

3
<PAGE>

(C) "Funded Debt" shall mean the consolidated (and
combined, if applicable) sum of borrowings pursuant
to the PNC Loan Agreement, plus current (i.e. less
than or equal to one (1) year) and non-current
maturities of long term Indebtedness of each of
Company and its Subsidiaries (including but not
limited to any obligations of any of Company or its
Subsidiaries that are determined based on the future
performance of any acquired entity ("Earn-Outs") to
any other person or entity). For purposes of this
calculation, Funded Debt shall be deemed to include,
at all times, the actual principal amount of any
Senior Debt and Indebtedness under this Agreement and
the Note, in each case due and owing without regard
to any carrying value thereof shown on the books and
records of Company and its Subsidiaries.

(D) "ModifiedEBITDA" is defined as the EBITDA of Company
and its Subsidiaries for which the Funded Debt to
Modified EBITDA financial covenant is being
calculated, except without giving effect to the
EBITDA of any of Company or its Subsidiaries (each an
"Unaudited Subsidiary") for which the Purchaser has
not received both (x) audited financial statements in
form and detail acceptable to the Purchaser, as well
as (y) other due diligence information concerning
such of Company or its Subsidiaries as Purchaser may
request, in form and substance acceptable to the
Purchaser plus fifty percent (50%) of the EBITDA of
each Unaudited Subsidiary.

(ii) FIXED CHARGE COVERAGE RATIO. The ratio as of each
Calculation Date of the consolidated (and combined, if applicable)
Modified EBITDA LESS the amount of any Earn-Outs (as that term is
defined herein) not financed with the proceeds of loans or other
borrowings from any person or entity ("Unfinanced Earn-Outs"), cash
taxes ("Cash Taxes") and Capital Expenditures of Company and its
Subsidiaries not financed with the proceeds of loans or other
borrowings from any person or entity ("Unfinanced Capital
Expenditures"), which Unfinanced Earn-Outs, Cash Taxes and Unfinanced
Capital Expenditures were incurred during the immediately preceding
four (4) fiscal quarters of Company and its Subsidiaries divided by the
sum of consolidated (and combined, if applicable) current maturities of
Funded Debt for Company and its Subsidiaries PLUS any and all dividends
paid or accrued by Company and its Subsidiaries PLUS all Fixed Charges
paid or accrued by Company and its Subsidiaries, shall not be less than
.70 to 1.00 as of the Calculation Date occurring on March 31, 2000, and
thereafter until, but not including, the Calculation Date occurring on
June 30, 2000; and .75 to 1.00 as of the Calculation Date occurring on
June 30, 2000, and thereafter until, but not including, the Calculation
Date occurring on

4
<PAGE>

September 30, 2000; and 1.10 to 1.00 as of the Calculation Date
occurring on September 30, 2000, and thereafter until, but not
including, the Calculation Date occurring on December 31, 2000; and
1.20 to 1.00 as of the Calculation Date occurring on December 31, 2000,
and as of all Calculation Dates thereafter."

1.4 By adding the following new clause (iv) to Section
5.1(h):

"(iv) SENIOR DEBT TO EBITDA. The ratio as of each Calculation
Date of the sum of consolidated (and combined, if applicable) PNC
Senior Debt and other Senior Debt as of each Calculation Date divided
by the consolidated (and combined, if applicable) EBITDA for Company
and its Subsidiaries for the four (4) fiscal quarters of Company and
its Subsidiaries immediately preceding the applicable Calculation Date
shall not be greater than 4.60 to 1.00 as of the Calculation Date
occurring on March 31, 2000, and thereafter until, but not including,
the Calculation Date occurring on June 30, 2000; 4.50 to 1.00 as of the
Calculation Date occurring on June 30, 2000, and thereafter until, but
not including, the Calculation Date occurring on September 30, 2000;
and 3.50 to 1.00 as of the Calculation Date occurring on September 30,
2000, and as of all Calculation Dates thereafter."

1.5 By deleting the reference in Section 5.1(k) each
reference to "September 30, 1999" and substituting therefor
"June 30, 2000" in each case.

1.6 By adding the following new Section 5.2(k):

"(k) EARN-OUT PAYMENTS. Except for the $1,000,000.00 Earn-Out
payment paid to Mr. Thomas on February 29, 2000, and financed (i.e.,
not an Unfinanced Earn-Out) with the proceeds of the recent equity
offering by Company, Company shall not, and shall not permit any of its
Subsidiaries to, make any payment with respect to any Earn-Out at any
time (i) the Funded Debt to Modified EBITDA ratio of Company and its
Subsidiaries, as such ratio is more particularly described in Section
5.1(h)(i) of this Agreement, is greater than or equal to 5.00 to 1.00
as of the Calculation Date immediately preceding the date any such
Earn-Outs are due and payable or (ii) the Fixed Charge Coverage Ratio
of Company and its Subsidiaries, as such ratio is more particularly
described in Section 5.1(h)(ii) of this Agreement, is less than or
equal to 1.10 to 1.00 as of the Calculation Date immediately preceding
the date any such Earn-Outs are due and payable."

SECTION 2. WAIVER OF CERTAIN PROVISIONS. (a) Effective as of
the Effective Date, GE Capital hereby grants a waiver of Company's and its
Subsidiaries' non-compliance with:

(i) the covenants contained in Section 5.1(b)(ii) of the Purchase
Agreement and Section 13.2 of the Warrant and of the Events of Default that
would otherwise result from a violation of those sections solely for the Fiscal
Year ended December 31, 2000 and to the extent Company shall deliver to GE
Capital such financial

5
<PAGE>

documents as soon as practicable after the filing with SEC of its Form 10-K
Annual Report for the Fiscal Year ended December 31, 1999;

(ii) the financial covenants contained in the Sections 5.1(h)(i) and
(ii) of the Purchase Agreement and of the Events of Default that would otherwise
result from a violation of those sections, solely for the period from November
10, 1999 to March 30, 2000; and

(iii) the covenants contained in Section 5.1(k) of the Purchase
Agreement and of the Events of Default that would otherwise result from a
violation of that section, solely for the period from September 30, 1999, to
March 30, 2000.

(b) Effective as of the Effective Date, GE Capital hereby waives,
solely in respect of the issuance by Company of the Stock as set forth on
Schedule A hereto, of the applicability of Articles IV and XVII of the Warrant
and any other similar anti-dilution provisions in the Transaction Documents.

(c) Company agrees that it will, and will cause its Subsidiaries to,
hereafter comply fully with the provisions waived pursuant to this Section 2, as
amended, and all other provisions of the Purchase Agreement and the other
Transaction Documents, which remain in full force and effect

SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT.
Except as otherwise expressly provided herein, this Amendment shall be effective
as of March 31, 2000 so long as each of the following conditions shall have been
satisfied or provided for in a manner satisfactory to GE Capital or waived by GE
Capital (such date is referred to herein as the "Effective Date"):

(a) This Amendment shall have been fully executed and delivered by each
of the parties hereto.

(b) Each of the Subsidiaries of Company party to the Guaranty shall
have executed and delivered the consent included in the signature pages hereto.

(c) The Fifth Amendment to Loan Agreement and Amendment to Note among
Company, each of its Subsidiaries listed therein and PNC Bank, National
Association ("PNC Bank"), shall have been executed and delivered by each of the
parties thereto (the "Fifth Amendment") in form and substance satisfactory to GE
Capital.

(d) The Guaranty Agreement (as defined in the Fifth Amendment) shall
have been executed and delivered by each of Stephen A. Hoffmann, Nelson E.
Clemmens, Richard E. Bowlds and Douglas I. Maxwell, III (each an "Individual
Guarantor") in form and substance satisfactory to GE Capital.

6
<PAGE>

(e) Each Individual Guarantor shall have executed and delivered the
consent included in the signature pages hereto.

(f) Each of Alvin W. Leingang, Steven Hoyt, Rodney H. Thomas, Bradley
A. Smith and Michael S. Haines shall have executed and delivered an Agreement in
form and substance satisfactory to GE Capital.

(g) Each of Brown Simpson Strategic Growth Fund, Ltd. and Brown Simpson
Strategic Growth Fund, L.P. shall have executed and delivered a Waiver, Consent
and Covenant in form and substance satisfactory to GE Capital.

(h) Company shall have obtained, and delivered to GE Capital a copy of,
each consent required in connection with this Amendment and the Fifth Amendment.

SECTION 4. EFFECT ON PURCHASE AGREEMENT.

(a) On and after the Effective Date, each reference in the Purchase
Agreement to "this Agreement", "herein", "hereof", "hereunder" or words of
similar import, shall mean and be a reference to the Purchase Agreement as
amended hereby.

(b) Except as specifically amended above in connection herewith, the
Purchase Agreement shall remain in full force and effect and is hereby ratified
and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of GE Capital under any of the Transaction Documents or
constitute a waiver of any provision of any of the Transaction Documents.

SECTION 5. GOVERNING LAW. THIS AMENDMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. SECTION TITLES. Section titles contained in this Amendment are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

SECTION 7. COUNTERPARTS. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.

7
<PAGE>

IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date first written above.

THERMOVIEW INDUSTRIES, INC.

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

GE CAPITAL EQUITY INVESTMENTS, INC.

By: /s/ John Malfettone
---------------------------------
Duly Authorized signatory

8
<PAGE>

CONSENT OF THE GUARANTORS

The Subsidiaries of Company hereby (i) acknowledge receipt of
a copy of this Amendment and (ii) agree that the terms and provisions thereof
shall not affect in any way the obligations and liabilities of such Subsidiaries
under the Guaranty or any of the other Transaction Documents, all of which
obligations and liabilities shall remain in full force and effect and each of
which are hereby reaffirmed.

AMERICAN HOME DEVELOPERS CO., INC., a
California corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

FIVE STAR BUILDERS, INC., a California
corporation, successor in interest to
American Home Remodeling

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

KEY HOME CREDIT, INC., a Delaware
corporation

By: /s/ Leigh Ann Barney
---------------------------------
Leigh Ann Barney, President

KEY HOME MORTGAGE, INC., a Delaware
corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

LEINGANG SIDING AND WINDOW, INC., a North
Dakota business corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

PRIMAX WINDOW CO., a Kentucky corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

<PAGE>

PRECISION WINDOW MFG., INC., a Missouri
corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

ROLOX, INC. a Kansas corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

TD WINDOWS, INC. a Kentucky corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

THERMAL LINE WINDOWS, INC. a North Dakota
corporation, formerly known as Ice Inc.,
successor in interest to Blizzard
Enterprises, Inc. and Thermal Line Windows,
LLP

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

THERMOVIEW OF MISSOURI, INC., a Missouri
corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

THERMO-TILT WINDOW COMPANY, a Delaware
corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

<PAGE>

THOMAS CONSTRUCTION, INC., a Missouri
corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

THERMO-SHIELD OF AMERICA (ARIZONA), INC.,
an Arizona corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

THERMO-SHIELD OF AMERICA (MICHIGAN), INC.,
a Michigan corporation

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, President

THERMO-SHIELD COMPANY, LLC, an Illinois
limited liability company

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, Manager and
President

THERMO-SHIELD OF AMERICA(WISCONSIN), LLC, a
Wisconsin limited liability company

By: /s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens, Manager and
President

THERMOVIEW ADVERTISING GROUP, INC., a
Delaware corporation

By:
---------------------------------
Charlton C. Hundley, Secretary

PNC BANK, NATIONAL ASSOCIATION, a national banking association

By:
----------------------------------
Gregory M. Carroll, Vice President

11
<PAGE>

CONSENT OF INDIVIDUAL GUARANTORS

Notwithstanding the provisions of that certain Subordination and
Intercreditor Agreement, dated July 8, 1999, among PNC Bank, Company and GE
Capital, if any amounts have become payable or have been paid by any Individual
Guarantor under the Guaranty Agreement, each Individual Guarantor agrees that
the rights of such Individual Guarantor, in respect of such monies, to seek to
enforce repayment, obtain the benefit of any security or exercise any other
rights or legal remedies of any kind which may accrue to such Individual
Guarantor against the Company or any of its Subsidiaries, whether by way of
subrogation, offset, counterclaim or otherwise, in respect of the amount so
payable or so paid (or in respect of any monies for the time being due to such
Guarantor from Company or any of its Subsidiaries) shall be pari passu with the
rights of GE Capital in respect of the Obligations if and for so long as any
Obligations shall be outstanding.

/s/ Stephen A. Hoffmann
---------------------------------
Stephen A. Hoffmann

/s/ Nelson E. Clemmens
---------------------------------
Nelson E. Clemmens

---------------------------------
Richard E. Bowlds

/s/ Douglas I. Maxwell, III
---------------------------------
Douglas I. Maxwell, III

<PAGE>

AMENDMENT TO TRIPLE NET LEASE AGREEMENT

THIS AMENDMENT TO THAT CERTAIN TRIPLE NET LEASE AGREEMENT (the
"Amendment") is made and entered into as of the 14th day of April, 2000, by and
between Thomas Construction, Inc., a Missouri corporation ("Tenant"), and 13397
Lakefront Drive, LLC, a Missouri limited liability company ("Landlord").

PREMISES:

The parties desire to amend the terms pursuant to which Tenant leases
certain Premises situated at 13397 Lakefront Drive, Earth City, Missouri.

ARTICLE 1
DEFINITION OF TERMS

[Intentionally omitted]

ARTICLE 2
AMENDMENTS TO LEASE

Such lease is hereby amended in the following respects:

2.1 ADDITION THERETO. A new paragraph is hereby added at the end
of such lease, which new paragraph shall provide in its entirety as follows:

ARTICLE 3
ACKNOWLEDGMENT AND RATIFICATION

ARTICLE 4
GENERAL PROVISIONS

4.1 GOVERNING LAW. The laws of the State of Missouri
shall govern the construction of this Amendment and the rights and
remedies and duties of the parties hereto.

4.2 SECTION HEADINGS. The section headings contained
in this Amendment have been inserted solely for convenience of
reference, and shall not be construed as part of this Amendment.

4.3 COUNTERPARTS. This Amendment may be signed by each party
hereto upon a separate copy, in which event all of said copies shall
constitute a single counterpart to this Amendment. This Amendment may
be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
but one and the same instrument. It shall not be necessary, in making
proof of this Amendment, to produce or account for more than one such
counterpart.

13397 Lakefront Drive, LLC Thomas Construction, Inc.

BY:/s/ Rodney H. Thomas BY: /s/ Nelson E. Clemmens
------------------------- ------------------------

TITLE: TITLE: President
------------------------

/s/ Rodney H. Thomas
------------------------------
Rodney H. Thomas

<PAGE>

AMENDMENT TO FURNITURE AND FIXTURE LEASE

PREMISES:

The parties entered into a Furniture and Fixture Lease dated January 1,
1999, (the "Lease") in connection with Lessee's lease of the Premises situated
at 13397 Lakefront Drive, Earth City, Missouri.

ARTICLE 1
DEFINITION OF TERMS

Terms used herein with their initial letters capitalized and not
otherwise defined herein shall have the meanings given to such terms in the
Lease.

ARTICLE 2
AMENDMENTS TO LEASE

The Lease is hereby amended in the following respects:

2.1 ADDITION TO SECTION 2. A new Section 2.D. is hereby
added at the end of Section 2 of the Lease, which Section 2.D shall provide in
its entirety as follows:

"D. Notwithstanding anything in this Lease to the contrary, until
such time as ThermoView Industries, Inc., a Delaware corporation
("ThermoView") has redeemed all

1
<PAGE>

ARTICLE 3
ACKNOWLEDGMENT AND RATIFICATION

ARTICLE 4
GENERAL PROVISIONS

4.1 GOVERNING LAW. The laws of the State of Missouri
shall govern the construction of this Amendment and the rights and
remedies and duties of the parties hereto.

4.2 SECTION HEADINGS. The section headings contained
in this Amendment have been inserted solely for convenience of
reference, and shall not be construed as part of this Amendment.

4.3 COUNTERPARTS. This Amendment may be signed by each party
hereto upon a separate copy, in which event all of said copies shall
constitute a single counterpart to this Amendment. This Amendment may
be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
but one and the same instrument. It shall not be necessary, in making
proof of this Amendment, to produce or account for more than one such
counterpart.

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<PAGE>

Investors Property Holding I, LLC Thomas Construction, Inc.

BY: /s/ Rodney H. Thomas BY: /s/ Nelson E. Clemmens
----------------------- ----------------------

TITLE: Member TITLE: President
--------------------- -------------------

<PAGE>

WINDOW LICENSE AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
THERMOVIEW INDUSTRIES, INC.

This License Agreement ("Agreement") effective as of March 21, 2000 by
and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation ("LICENSOR")
and THERMOVIEW INDUSTRIES, INC., a Delaware corporation ("LICENSEE").

RECITALS

WHEREAS, LICENSOR has been engaged in research and development in the
application of physiochemical concepts to Light Valves and Licensed Products
(both hereinafter defined) and of methods and apparatus relating to products
incorporating such concepts; and is possessed of and can convey information and
know-how for such products and rights to manufacture, use and sell such
products; and

WHEREAS, LICENSEE is interested in manufacturing and selling Licensed
Products; and

WHEREAS, LICENSEE desires to acquire from LICENSOR, and LICENSOR
desires to grant to LICENSEE, certain rights and licenses with respect to such
technology of LICENSOR;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

The following terms when used herein shall have the respective meanings
set forth in this Article 1.

The "EFFECTIVE DATE" of this Agreement shall be the date which is the last date
of formal execution of this Agreement by duly authorized representatives of the
parties to this Agreement as indicated on the signature page of this Agreement.

"LICENSED PRODUCT" means a Light Valve Architectural Window Product
incorporating a Light Valve. The term "Licensed Product" shall not include Light
Valves used or intended for use in any product other than as specifically
defined herein, such as other window products not specifically defined herein,
windows for transportation vehicles, including, but not limited to passenger
cars, recreational vehicles, trucks, mobile cranes, trains,

<PAGE>

aircraft, boats, vans, sport utility vehicles, spacer craft and space-stations,
and non-window products such as but not limited to displays, eyewear, sun
visors, toys, mirrors or filters for scientific instruments, lamps or contrast
enhancement of displays. The term "display" means any device for displaying
letters, numbers, images or other indicia or patterns. Nothing contain herein
shall permit LICENSEE to sell, lease, or otherwise dispose of a Light Valve
which is not combined or intended to be combined as described above into a Light
Valve Architectural Window Product.

<PAGE>

"LICENSED TERRITORY" means all countries of the world except North and South
Korea.

"LIGHT VALVE" means a variable light transmission device comprising, a cell
including cell walls, containing or adapted to contain an activatable material,
described hereinafter, such that a change in the optical characteristics of the
activatable material affects the characteristics of light absorbed by,
transmitted through and/or reflect from the cell; means incorporated in or on
the cell, or separate therefrom for applying an electric or magnetic field to
the activatable material within the cell; and coatings, (including, but not
limited to, electrodes), spacers, seals, electrical and/or electronic
components, and other elements incorporated in or on the cell. The activatable
material, which the cell contains or is adapted to contain, includes in it solid
suspended particles, which when subjected to a suitable electric or magnetic
field, orient to produce a change in the optical characteristics of the device,
and may be in the form of liquid suspension, gel, film or other material.

"LIGHT VALVE ARCHITECTURAL WINDOW PRODUCT" means a Light Valve used or intended
for use solely as a window integrally incorporated in, or attached as a fixture
to the external structure or internal structure of any building, whether
permanent or temporary, and whether above or below ground.

The "NET SELLING PRICE" of Licensed Products on which royalties are payable
shall be the greater of the following: (A) the genuine selling price of LICENSEE
and its sub licensees hereunder (including amounts charged for any writing,
installation, and related services provided by LICENSEE and its sub licensees
hereunder) f.o.b. factory at which nonaffiliated customers are billed in the
usual course of business for Licensed Products, as packed for shipment to the
customer, minus the genuine selling price (which, of purposes of this
calculation shall be deemed to be not more than $100 per window) of a window
similar to the Licensed Product but not incorporating a Light Valve; (B) the
genuine selling price of LICENSEE and its sublicensees hereunder (including
amounts charged for any wiring, installation, and related services provided by
LICENSEE and its sublicensees hereunder) f.o.b. factory at which nonaffiliated
customers are billed in the usual course of business for Licensed Products, as
packed for shipment to the customer, multiplied by a fraction, the numerator of
which is the cost of all components included in the window associated with the
incorporation of a Light Valve, and the denominator of which is the total
manufacturing cost for such product; and (C) $100 per window. The aforementioned
$100 figure specified in clauses (A) and (C) above shall be adjusted upward as
of each January 1st hereafter beginning on January 1, 2001 by any increase in
the Producer Price Index for Finished Goods (the "Index") for the 12 month
period ending in December of the prior year, prepared by the Bureau of Labor
Statistics of the United States Department of Labor (or if the Index is not then

<PAGE>

being published, the most nearly comparable successor index). In calculating a
genuine selling price of a product for the above calculation, such price may be
reduced only by the applicable proportions of the following if, and to the
extent that, amounts in respect thereof are reflected in such selling price: (i)
normal trade discounts actually allowed; (ii) sales, use or excise and added
value taxes and custom duties paid; (iii) if the genuine selling price is other
than f.o.b. factor, amounts paid for f.o.b. transportation of the product to the
customer's premises or place of installation or delivery; (iv) insurance costs
and the costs of packing material, boxes, cartons and crates required for
shipping; PROVIDED, HOWEVER, that for purposes of this calculation, the genuine
selling price of a product may not be less than 90% of the gross selling price
of said product after

2
<PAGE>

all deductions therefrom. If a product is leased, sold, used or otherwise
disposed of on terms not involving a bona fide arm's length sale to an
unaffiliated third party, then the Net Selling Price for such transactions shall
be deemed to be the Net Selling Price as defined above for identical products
sold to a nonaffiliated customer nearest to the date of such lease, sale, use,
or other disposition.

"TECHNICAL INFORMATION" means all useful information relating to apparatus,
methods, processes, practices, formulas, techniques, procedures, patterns,
ingredients, designs and the like including (by way of example) drawings,
written recitations of data, specifications, parts, lists, assembly procedures,
operating and maintenance manuals, test and other technical reports, know-how of
LICENSOR, and the like owned or controlled by LICENSOR, to the extent they
exist, that relate to Light Valves, Licensed Products and/or to the suspensions
or other components used or usable for Licensed Products or Light Valves
including, but not limited to, particles, particle precursors, coatings,
polymers, liquid suspensions and suspending liquids, or any combination thereof,
and that consist of concepts invented or developed by LICENSOR. Know-how of
LICENSOR's suppliers and of LICENSOR's other licensees and their sublicensees
under licenses from LICENSOR shall not be considered Technical Information owned
or controlled by LICENSOR.

2. GRANT OF LICENSE.

2.1 LICENSE. During the term of this Agreement, LICENSOR hereby grants
LICENSEE a non-exclusive right and license to use (a) all of the Technical
Information furnished by LICENSOR pursuant to this Agreement, and (b) any
invention claimed in (i) any of the unexpired patents now or hereafter listed on
Schedule A attached hereto or (ii) unexpired patents which issue from pending
patent applications now or hereafter listed in Schedule A, and any
continuations, continuations-in-part, divisions, reissues, reexaminations, or
extensions thereof to make, and to lease, sell, or otherwise dispose of Licensed
Products in the Licensed Territory.

2.2 NO OTHER RIGHTS. LICENSEE agrees that, except for the specific
licenses granted to it under Section 2.1 hereof, LICENSEE has not acquired any
rights or licenses under this Agreement to use Light Valves or any components
thereof made by or for LICENSEE or its sublicensees pursuant to this Agreement
except for use in Licensed Products.

2.3 SUBLICENSES. LICENSEE shall have the right to grant non-exclusive
sublicenses to any of its wholly-owned and controlled subsidiaries, whose
obligations to LICENSOR hereunder LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become a sub licensee
hereunder prior to doing so and agrees to be bound by the terms and conditions
of

<PAGE>

this Agreement. All sublicenses shall (i) be non-exclusive, (ii) shall terminate
with the termination of the rights and licenses granted to LICENSEE under
Section 2.1 hereof, and be otherwise limited in accordance with the limitations
and restrictions which are imposed on the rights and licenses granted to
LICENSEE hereunder, (iii) contain confidentiality provisions no less protective
than those contained in Section 12.1 hereof, and (v) shall contain such other
terms, conditions, and licenses as are necessary to enable LICENSEE to fulfill
its obligations hereunder. LICENSEE shall send LICENSOR a copy of every
sublicense agreement or other agreement entered into by LICENSEE in connection
with a sublicense hereunder within thirty (30) days of the execution thereof.
LICENSOR may terminate any such sublicense if there is any change in the
ownership or control of a sub licensee.

<PAGE>

3. ROYALTY PAYMENTS, REPORTS AND RECORD-KEEPING.

3.1 ROYALTIES AND REPORTS ON NET SALES. During the term of this
Agreement, LICENSEE agrees to pay LICENSOR an earned royalty which shall be five
percent (5%) of the Net Selling Price of Licensed Products which embody, or the
manufacture of which utilizes, any of the rights granted under Section 2.1
hereof, and which are manufactured by or for LICENSEE and sold, leased, used or
otherwise disposed of by or for LICENSEE or a permitted sub licensee. Payments
under this Section 3.1 shall be made on a quarterly basis and made within 45
days after the end of the calendar quarter in which such Licensed Products were
sold, leased, used or otherwise disposed of by or for Licensee or a permitted
sub licensee hereunder. Each royalty payment shall be in U.S. dollars and shall
be accompanied by a statement by LICENSEE showing in reasonable detail the
amount of Licensed Products sold, used, leased or otherwise disposed of by or
for LICENSEE and its sublicensees during the preceding quarter, any deductions
taken or credits applied, and the currency exchange rate used to report sales
made in currencies other than U.S. dollars. LICENSEE shall use the exchange
rates for buying U.S. dollars in effect on the last day of each quarter, as
specified in THE NEW YORK TIMES. The first such statement shall cover the period
from the Effective Date of this Agreement to the end of the first calendar
quarter in which a Licensed Product is sold, used, leased or otherwise disposed
of by or for LICENSEE or its sublicensees. LICENSEE shall also furnish to
LICENSOR at the same time it becomes available to any third party, a copy of
each brochure, price list, advertisement or other marketing and promotional
materials prepared, published or distributed by LICENSEE or its sublicensees
relating to Licensed Products.

3.2 MINIMUM ROYALTIES. Except as otherwise specifically provided
for in Section 3.3, during the term of this Agreement LICENSEE agrees to pay
LICENSOR the non-refundable minimum royalties (in U.S. Dollars) specified below
for each of the stated periods:

PERIOD MINIMUM ROYALTY
------ ---------------

From the Effective Date of this Agreement
to December 31, 2000 $ 50,000
From January 1, 2001 to December 31, 2001 $ 75,000
From January 1, 2002 to December 31, 2002 $ 75,000
From January 1 to December 31 of each
license year thereafter $100,000

3.3 ALTERNATIVE MINIMUM ROYALTIES IF TRAINING OPTION HAS BEEN
EXERCISED. If LICENSEE has exercised the Training Option set forth in Section
8.l, during the term of this Agreement LICENSEE agrees to pay LICENSOR the
non-refundable minimum

<PAGE>

royalties (in U.S. Dollars) specified below for each of the stated periods:

PERIOD MINIMUM ROYALTY
------ ---------------
From the Effective Date of this Agreement
to December 31, 2000 $ 50,000
From January 1, 2001 to December 31, 2001 $150,000
From January 1 to December 31 of each
license year thereafter $225,000

<PAGE>

3.4 TIME AND METHOD OF PAYMENT. The initial payment under Section 3.2
or Section 3.3, as applicable, shall be paid to LICENSOR within 10 days of the
Effective Date of this Agreement and may be made, at LICENSEE's option either in
cash or by delivering to LICENSOR 12,500 shares of common stock of LICENSEE
issued in the name of Research Frontiers Incorporated, and each subsequent
payment under either Section 3.2 or Section 3.3, as applicable, to LICENSOR
shall be made on or before January 31 of each license year commencing January 1,
2001. With respect to minimum annual royalty payments dues under Section 3.2 or
3.3 for the calendar years beginning January 1, 2001, 2002, and, 2003, payment
may be made at LICENSEE's option either in cash or, if LICENSEE is a public
company and current in all of its reporting requirements under the Securities
Exchange Act of 1934, as amended, and the regulations promulgated thereunder, by
delivering to LICENSOR of the number of shares of common stock of LICENSEE
issued in the name of Research Frontiers Incorporated and rounded up to the
nearest 100 shares equal to: (A) the dollar amount of the payment to be made in
stock, divided by (B) the lesser of (X) 80% of the average closing price per
share of common stock of LICENSEE on the principal exchange on which such shares
of common stock are principally traded for the five trading days immediately
prior to the date LICENSEE instructs its stock transfer agent to issue such
shares, and (Y) $4.00 per share. All such shares delivered to LICENSOR in
payment hereunder shall be considered fully paid and non-assessable. All other
payments shall be due on the date specified in this Agreement, or if no date is
specified, within 30 days of invoice. All payments made to LICENSOR (except the
initial minimum royalty payment if made by delivery of LICENSEE's common stock
as aforesaid) shall be paid by wire transfer of immediately available funds to
the account of Research Frontiers Incorporated at Chase Manhattan Bank, 1064 Old
Country Road, Plainview, New York 11803, Account No.: 904-709361, ABA Wire Code
No.: 021 000 021, or to such other account or place, as LICENSOR may specify in
a notice to LICENSEE.

3.5 SALES, USE AND RETURNS. Licensed Products shall be considered sold,
leased or used and royalties shall accrue on the earlier of when such Licensed
Products are billed out, or when delivered, shipped or mailed to the customer.
If as a result of a price reduction or a return of Licensed Products previously
sold, a credit or refund to a customer is given on part or all of the sale price
of such Licensed Products, a credit shall be allowed against royalties accruing
thereafter under this Agreement equal to the royalty paid on that part of the
sales price so credited or refunded.

3.6 RECORDKEEPING. LICENSEE shall keep and shall cause each sub
licensee to keep for six (6) years after the date of submission of each
statement supported thereby, true and accurate records, files and books of
accounts that relate to Licensed Products, all data reasonably required for the
full computation and verification of the Net Selling Price of Licensed Products,

<PAGE>

deductions therefrom and royalties to be paid, as well as the other information
to be given in the statements herein provided for, and shall permit LICENSOR or
its duly authorized representatives, upon reasonable notice, adequately to
inspect the same at any time during usual business hours. LICENSOR and LICENSEE
agree that an independent certified public accounting firm (selected by LICENSOR
from the largest ten certified public accounting firms in the United States of
America) may audit such records, files and books of accounts to determine the
accuracy of the statements given by LICENSEE pursuant to Section 3.1 hereof.
Such an audit shall be made upon reasonable advance notice to LICENSEE and

<PAGE>

during usual business hours no more frequently than annually. The cost of the
audit shall be borne by LICENSOR, unless the audit shall disclose a breach by
LICENSEE of any term of this Agreement or an underpayment error in excess of two
percent of the total monies paid to LICENSOR by LICENSEE during the audited
period, in which case LICENSEE shall bear the full cost of such audit. LICENSEE
agrees to pay LICENSOR all additional monies that are disclosed by the audit to
be due and owing to LICENSOR within thirty days of the receipt of the report.

4. OBLIGATIONS OF LICENSEE.

4.1 COMPLIANCE. LICENSEE agrees that, without limitation, any
manufacture, sale, lease, use or other disposition of Licensed Products that is
not in strict accordance with the provisions of this Agreement shall be deemed a
material breach of this Agreement.

4.2 END USERS. LICENSEE agrees to require all direct recipients of
Licensed Products to whom Licensed Products is sold, leased, or otherwise
disposed of by LICENSEE or its sublicensees, to look only to LICENSEE and not to
LICENSOR or its affiliates for any claims, warranties, or liability relating to
such Licensed Products. LICENSEE agrees to take all steps to reasonable assure
itself that Licensed Products sold, leased or otherwise disposed of by or for
LICENSEE is being used for permitted purposes only.

4.3 LAWS AND REGULATIONS. LICENSEE agrees that it shall be solely
responsible for complying with all laws and regulations affecting the
manufacture, use and sale or other disposition of Licensed Products by LICENSEE
and its sublicensees, and for obtaining all approvals necessary from
governmental agencies and other entities. LICENSEE agrees to maintain a file of
all such approvals and to send LICENSOR a copy of all such approvals (including
English translations thereof in the case of approvals required by any foreign
country) within 10 business days of any written request for such copies by
LICENSOR. LICENSEE represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is required to
effectuate the terms of this Agreement or the transactions contemplated hereby.

4.4 PURCHASE OF COMPONENTS FROM OTHERS. By virtue of the disclosure of
Technical Information and training provided from time to time by LICENSOR to
LICENSEE and to its other licensees, and each of their sublicensees and
affiliates, any component of a Light Valve, including without limitation,
materials, suspensions, films, polymers, coatings, particle precursors, and
particles (each a "Component"), which LICENSEE or its sublicensees makes, has
made for it, or purchases from any third party for use in Licensed Products
shall be deemed to have been manufactured at least in part using the Technical
Information

<PAGE>

provided by LCIENSOR. LICENSEE and its sublicensees each hereby agrees that (i)
all Components shall be used only in strict accordance with the provisions of
this Agreement, and that such Components may not be used for any other purpose
or resold by LICENSEE or its sublicensees except as specifically permitted by
the license granted in Section 2.1 hereof, and (ii) LICENSEE and its
sublicensees will only look to the manufacturer or supplier of such Component or
other item used by LICENSEE or its sublicensees and not to LICENSOR or its
affiliates for any claims, warranties, or liability relating to such Component
or other item. LICENSEE acknowledges that LICENSOR has not made any
representations or warranties regarding the availability of any Component, or
the price thereof, and

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<PAGE>

that in all respects LICENSEE shall deal directly with the suppliers of such
Components and will obtain from them information regarding availability,
pricing, and/or other terms relating to such Components.

4.5 NO WARRANTIES BY LICENSOR. LICENSOR does not represent or warrant
the performance of any Licensed Product or of any material, Component or
information provided hereunder, and LICENSEE expressly acknowledges and agrees
that any such material, Component or information provided by LICENSOR hereunder
is provided 'AS IS' and that LICENSOR makes no warranty with respect thereto and
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
RELATED THERETO, ITS USE OR ANY INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no event shall any
party to this Agreement be liable for any damages, whether in contract or tort
(including negligence), including but not limited to direct, consequential,
special, exemplary, incidental and indirect damages, arising out of or in
connection with this Agreement or the use, the results of use, or the inability
to use any Licensed Product, material, Component or information provided
hereunder.

4.6 ANALYSIS. LICENSEE represents and agrees that it will only
incorporate Components received from authorized suppliers into Licensed Products
and for no other purpose, and that LICENSEE will not directly or indirectly
attempt to reverse-engineer any material provided to it hereunder by LICENSEE or
any supplier of any Component.

4.7 PERSONNEL. LICENSEE agrees to assign personnel from its technical
staff who shall be responsible for the development of the Licensed Products
during the term of this Agreement.

5. TRADEMARKS.

5.1 TRADEMARKS. All trademarks or service marks that either party may
adopt and use for Licensed Products or other products incorporating Light Valves
are and shall remain the exclusive property of the adopting party, and the other
party shall not obtain any rights and license to such marks under this
Agreement, but may inform others that the adopting party has produced Licensed
Products or products incorporating Light Valves under such mark or marks.
LICENSOR may require LICENSEE or its permitted sublicensees to indicate on
packaging that such product is licensed from Research Frontiers Incorporated or
to otherwise include language and/or designations approved by LICENSOR
indicating an affiliation with Research Frontiers Incorporated.

6. INSURANCE AND INDEMNIFICATION.

<PAGE>

6.1 INSURANCE. LICENSEE shall maintain at all times ample product
liability and other liability insurance covering its operations relating to the
subject matter of this Agreement.

6.2 INDEMNIFICATION. LICENSEE, and its affiliates, successors and
assigns and sublicensees (each, an "Indemnifying Party"), each hereby indemnify
and agree to hold harmless LICENSOR and

<PAGE>

its shareholders, officers, directors, agents and employees (each, an
"Indemnified Party"), against any liability, damage, loss, fine, penalty, claim,
cost or expense (including reasonable costs of investigation and settlement and
attorneys', accountants' and other experts' fees and expenses) arising out of
any action or inaction by any Indemnifying Party relating to this Agreement
including an Indemnifying Party's manufacture, sale, use, lease or other
disposition of Licensed Products, and related materials, or other use of the
information and rights granted hereunder. Any knowledge of LICENSEE's or its sub
licensee's activities by LICENSOR or its representatives shall in no way impose
any liability on LICENSOR or reduce the responsibilities of LICENSEE hereunder
or relieve it from any of its obligations and warranties under this Agreement.

7. FUTURE PATENTS.

7.1 FUTURE PATENTS. Each party, at its cost, shall have the right
to file patent applications in the United States and in foreign countries
covering any invention made by such party.

7.2 IMPROVEMENTS AND MODIFICATIONS. (a) Any future improvements or
modifications invented or developed by or on behalf of LICENSEE, LICENSEE'S
sublicensees and LICENSOR after the Effective Date of this Agreement, if any,
which relate in any way to or are useful in the design, operation, manufacture
and assembly of Licensed Products, and/or to the suspensions or other components
used or usable in Licensed Products shall not be included in this Agreement.
Upon written request by the non-inventing party, LICENSOR and LICENSEE shall
negotiate with each other regarding the grant of nonexclusive rights and
licenses to use such improvements and modifications, but neither party shall be
obligated to grant such rights and licenses to one another.

(b) During the term of this Agreement each of the parties hereto agrees
to inform the other in writing (without any obligation to reveal details which
would be confidential information), at least as frequently as once a year in
January of each calendar year, if any significant improvements or modifications
have been made relating to the subject matter of this Agreement, and as to the
general nature of any such improvements and modifications.

(c) Notwithstanding the foregoing, LICENSOR may, but shall not be
required to, voluntarily and without additional cost to LICENSEE disclose
certain information relating to future improvements and modifications and
license to LICENSEE rights in such certain future improvements and
modifications, and any information so disclosed will be considered Technical
Information which LICENSEE shall be obligated to keep confidential pursuant to
Section 12.1 of this Agreement. In connection therewith, LICENSOR, may
voluntarily add patents and/or patent applications to Schedule A hereof. No
disclosure of any information by

<PAGE>

LICENSOR shall in any way establish a course of dealing or otherwise require
LICENSOR to make any future disclosure of information under this Agreement.

7.3 FOREIGN PATENT APPLICATIONS. During the term of this Agreement,
LICENSEE shall have the right to designate that any patent application now or
hereafter listed on or incorporated into Schedule A shall be filed or maintained
in any foreign country. If so designated and if legally possible to do so,
LICENSOR agrees to promptly file, prosecute and maintain such applications and
resulting patents, and LICENSEE shall pay to LICENSOR the complete cost,
including reasonable

8
<PAGE>

attorney's fees, to file, prosecute and maintain any such patent application and
resulting patents specifically so designated by LICENSEE.

8. TECHNOLOGY TRANSFER.

8.1 LICENSEE'S TRAINING OPTION. LICENSEE shall have the option of
receiving training from LICENSOR (the "Training Option"), provided that LICENSEE
exercises such Training Option by sending LICENSOR a notice stating that
LICENSEE is exercising its Training Option which notice is received by LICENSOR
on or before December 31, 2000 (time being of the essence and the Training
Option expiring null and void if not exercised and notice received by LICENSOR
on or before December 31, 2000). Only if such Training Option is exercised in a
timely manner shall the provisions of Sections 3.3, 8.2, 8.3, and 8.4 be in
effect.

8.2 DOCUMENTATION PROVIDED IF TRAINING OPTION IS EXERCISED. Within
thirty business days after the Training Option is exercised by LICENSEE,
LICENSOR shall furnish LICENSEE with all Technical Information owned or
controlled by LICENSOR, which is reasonably necessary or desirable in order for
LICENSEE to manufacture Licensed Products. Such Technical Information, which
relates to experimental products, shall include, without limitation thereto (1)
a document entitled HANDBOOK OF TECHNICAL INFORMATION RELATING TO VARIABLE
DENSITY OPTICAL DEVICES INCORPORATING AN ACTIVATABLE MATERIAL which contains
confidential and proprietary information of LICENSOR and (2) photocopies of all
U.S. Patents and patent applications relating to Licensed Products owned or
controlled by LICENSOR as of the date that the Training Option is exercised.
LICENSOR shall not be obligated hereunder to furnish copies of LICENSOR's
foreign patents and patent applications, but will furnish a list thereof in
Schedule A hereto. Patents and patent applications purchased by LICENSOR from
any third party shall not be considered owned or controlled by LICENSOR until
and unless LICENSOR has been notified in writing that it has received written
assignments relating to such patents and patent applications.

8.3 TRAINING. LICENSEE's technically skilled personnel designated by
LICENSEE (with travel and living expenses paid by LICENSEE) shall make one or
more visits for training and to inspect LICENSOR's research and development
facilities relating to Licensed Products. The visits of employees of LICENSEE to
LICENSOR's facility shall be carried out within the six-month period commencing
with LICENSEE's exercise of its Training Option under Section 8.1 of this
Agreement, and shall not exceed 200 man-hours during such period. To assist
LICENSEE's employees while they are LICENSOR's facility, LICENSOR's technical
staff shall provide up to 200 man-hours assistance during such period at no cost
to LICENSEE. Additionally, there shall be no cost to

<PAGE>

LICENSEE for materials used for training during the initial training at
LICENSOR's facility.

8.4 MATERIALS AND ADDITIONAL TRAINING. Upon request by LICENSEE after
LICENSEE's exercise of its Training Option under Section 8.1 of this Agreement,
during the term of this Agreement and when mutually convenient to LICENSOR and
LICENSEE, LICENSOR shall supply LICENSEE with additional training and with small
quantities of materials related to Licensed Products for experimental use only
by LICENSEE, and shall charge LICENSEE $750 per man/day plus the cost of any
other materials used in providing such training or making such materials, plus
the cost of shipping such materials to LICENSEE. Each invoice submitted by
LICENSOR for such

9
<PAGE>

service shall include detailed explanations of the charges, and, if requested by
LICENSEE, copies of receipts.

8.5 INQUIRIES. LICENSEE and LICENSOR may also at any time during the
term of this Agreement make reasonable inquiry by telephone, facsimile or mail
to one another in regard to any information or data furnished pursuant to this
Agreement.

8.6 VISITS. During all visits by either party to the facilities of the
other party, visitors shall comply with the reasonable rules of the host
company, and each party to this Agreement will indemnify and hold the other
party harmless from any liability, claim or loss whatsoever (i) for any injury
to, or, death of, any of its employees or agents while such persons are present
at the facility of the other party; and (ii) for any damages to its own property
or to the property of any such employee or agent which may occur during the
presence of any such person at the facility of the other party, regardless of
how such damage occurs, if the rules of the host are followed.

8.7 SOLE PURPOSE. Any documentation or information supplied
pursuant to this Agreement by either party to the other shall be used solely for
the purposes set forth in this Agreement.

9. INTELLECTUAL PROPERTY PROTECTION RESPONSIBILITIES.

9.1 PROPRIETARY RIGHTS; NOTICES. Each party shall provide appropriate
notices of patents, or other similar notice of the patent rights of the other
party on all products utilizing the patented inventions of the other party.
Either party may add its own patent notice to any copy or embodiment, which
contains its patented inventions.

9.2 LICENSOR EXCLUSIVE OWNER. LICENSEE hereby acknowledges LICENSOR as
purporting to be the sole and exclusive owner of the patents and patent
applications listed on Schedule A, and that, except for the rights granted
hereunder, LICENSEE shall not have any rights or attempt to assert any ownership
rights in and to those patents and patent applications.

10. TERM AND TERMINATION.

10.1 TERM. The term of this Agreement shall extend from the Effective
Date of this Agreement to the date of termination of this Agreement. Unless
sooner terminated or extended, as herein provided for below, this Agreement
shall terminate upon the expiration of the later of (A) the last to expire of
the patents now or hereafter listed in Schedule A hereof, and (B) the expiration
of the period in which LICENSEE is obligated to maintain confidential Technical
Information of LICENSOR pursuant to Section 12.1 hereof.

<PAGE>

10.2 TERMINATION BY LICENSEE. LICENSEE may terminate this Agreement
effective as of December 31, 2003 or as of any anniversary thereof by giving
LICENSOR prior notice thereof unless sooner terminated as hereinafter provided.
Such notice shall be made in writing and shall be given between 60 and 90 days
prior to the effective date for which such termination is to be effective. If
LICENSEE decides to terminate this Agreement for any reason, LICENSEE shall
provide LICENSOR, along with the aforementioned notice of termination, with a
written report describing

10
<PAGE>

the reasons for such termination. Notwithstanding anything contained herein to
the contrary, LICENSEE may terminate this Agreement effective as of December 31,
2001 if by December 31, 2001 Light Valve film samples are not made available to
third party recipients by any of LICENSOR's licensees or their permitted
sublicensees.

10.3 TERMINATION BY LICENSOR. LICENSOR may terminate this Agreement at
any time effective as of December 31, 2003 or as of any anniversary thereof upon
at least 30 days' notice to LICENSEE for any reason, and LICENSOR may terminate
this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE
shall have failed to make any payment when due or at any time breach any
material term of this Agreement and such payment is not made or such breach is
not cured within any applicable cure period specified in Article 11 of this
Agreement, or repeatedly provide inaccurate reports hereunder, or if there has
been a cessation by LICENSEE of general operations or of work related to
Licensed Products.

10.4 EFFECT OF TERMINATION. If this Agreement expires or is terminated
for any reason whatsoever, in addition to any other remedies which one party may
have against the other: (1) all of LICENSEE'S rights and licenses under this
Agreement shall cease, and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished by LICENSEE under this Agreement, together with
all reproductions, copies and summaries thereof; PROVIDED, HOWEVER, that
LICENSEE may retain solely for archival purposes one copy of all such documents
in its legal department files, (2) at LICENSOR's option, LICENSEE shall, within
30 days of the date of such termination, either (A) sell and deliver to LICENSOR
at LICENSEE's direct cost of manufacture any Licensed Products which shall then
be in the possession of LICENSEE, and, if requested by LICENSOR, LICENSEE shall
furnish and deliver to LICENSOR any Licensed Products in the process of
manufacture as soon as possible and, in any case, not later than 30 days after
receiving LICENSOR's request, and/or (B) with respect to any unsold inventory
and work in the process of manufacture, to complete such work in process and
sell any remaining inventory during the period not to exceed six months from the
date of termination or expiration of this Agreement provided that at the
completion of such six-month period, LICENSEE shall promptly destroy and dispose
of any Licensed Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3) if this Agreement is terminated for any
reason on or before December 31, 2003, LICENSEE hereby grants to LICENSOR a
nonexclusive, royalty-free, irrevocable, worldwide license with the right to
grant sublicenses to others to utilize all technical information, improvements
and/or modifications (whether or not the subject of patents or pending patent
applications) developed or invented by or on behalf of LICENSEE and/or its
sublicensees, subcontractors, or agents hereunder through the date of such
termination of this Agreement relating to Light Valves, or Licensed Products,
and upon such termination, LICENSEE shall

<PAGE>

provide LICENSOR in reasonable detail complete information regarding such
technical information, improvements and/or modifications. The foregoing license
shall be self-effectuating, but LICENSEE agrees upon written notice by LICENSOR
at any time hereafter to deliver to LICENSOR within 30 days of such notice any
document or other instrument reasonably requested by LICENSOR to convey such
license rights to LICENSOR such as, by way of example, confirmations or
instruments of conveyance or assignment. No termination of this Agreement by
expiration or otherwise shall release LICENSEE or LICENSOR from any of its
continuing obligations hereunder, if any, or limit, in any way any other remedy
one party may have against the other party. Notwithstanding the foregoing,
LICENSEE's obligations to LICENSOR

11
<PAGE>

under Sections 3.1, 3.6, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2, 7.2, 8.6, 8.7, 10.4,
12.1, and Articles 13 and 14 shall survive any termination or expiration of this
Agreement.

11. EVENTS OF DEFAULT AND REMEDIES.

11.1 EVENTS OF DEFAULT. Each of the following shall constitute an
"Event of Default" under this Agreement:

11.1.1 (a) A party's failure to make any payment due in a timely manner
or a party's material breach or material failure to punctually perform any of
its duties and obligations under this Agreement, which material breach or
failure, if curable, remains uncured for thirty (30) days after written notice
of such breach or failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or warranty contained
in this Agreement and the misrepresented facts or circumstances, if curable,
remain uncured thirty (30) days after written notice of such misrepresentation
is received by the breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty (30) days after
such misrepresentation or breach at the option of the non-breaching party; or

11.1.2 The failure by a party upon request to provide the other party
with adequate assurances of its performance of all obligations under this
Agreement upon: (a) such first party's filing of a voluntary petition in
bankruptcy; (b) the filing of any involuntary petition to have such first party
declared bankrupt which has not been dismissed within ninety (90) days of its
filing; (c) the appointment of a receiver or trustee for such first party which
has not been rescinded within ninety (90) days of the date of such appointment;
or (d) such first party otherwise becoming insolvent or otherwise making an
assignment for the benefit of creditors.

11.2 DEFAULT BY A PARTY. If there occurs an Event of Default with
respect to a party, the other party may:

(a) seek damages; and/or

(b) seek an injunction or an order for mandatory or specific
performance; and/or

(c) terminate this Agreement and the licenses granted to LICENSEE
hereunder whereupon the non defaulting party shall have no
further obligations under this Agreement except those which
expressly survive termination, and except with respect to
royalty payments due and owing to LICENSOR as of the
termination date or any subsequent period specified in Section
10.4.

12. CONFIDENTIALITY.

<PAGE>

12.1 CONFIDENTIAL INFORMATION. (a) LICENSEE agrees for itself, its
sublicensees, and their employees and agents that for twenty (20) years from the
later of the Effective Date of this Agreement or the latest date of its receipt
of information disclosed to LICENSEE by LICENSOR pursuant to this Agreement,
such information shall be held in confidence; PROVIDED, HOWEVER, there

12
<PAGE>

shall be no obligation to treat as confidential information which is or becomes
available to the public other than through a breach of this obligation, or which
was already possessed by LICENSEE in writing (or otherwise provable to be in the
possession of LICENSEE) prior to the Effective Date of this Agreement (and was
not received from LICENSOR) or which is shown by LICENSEE to have been received
by it from a third party who had the legal right to so disclose it without
restrictions and without breach of any agreement with LICENSOR or its licensees.
LICENSOR shall affix an appropriate legend on all written documentation given to
LICENSEE, which contains confidential information. LICENSEE acknowledges that
the list of patent applications contained on Schedule A is confidential
information of LICENSOR. Other than for the oral information conveyed during the
training conducted pursuant to Sections 8.3 and 8.4 hereof all of which shall be
deemed to be confidential information, if confidential information is otherwise
conveyed orally by LICENSOR after training has been completed, LICENSOR shall
specify to LICENSEE at the time such information is being conveyed (or in a
subsequent letter referring to the conversation) that the information conveyed
is confidential. It is understood and agreed that, unless otherwise provided in
a separate agreement between LICENSEE and LICENSOR, LICENSEE has no obligation
hereunder to provide LICENSOR with any confidential or proprietary information,
and that LICENSOR shall have no obligation hereunder to LICENSEE to maintain in
confidence or refrain from commercial or other use of any information which
LICENSOR is or becomes aware of under this Agreement. The terms and provisions
of this Agreement or any other agreement between the parties shall not be
considered confidential, and the parties hereto acknowledge that, pursuant to
the Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder, LICENSOR may file copies of this Agreement with the Securities and
Exchange Commission and with NASDAQ and with any other stock exchange on which
LICENSOR's securities may be listed. LICENSEE agrees that for the period of time
during which LICENSEE is obligated to keep information confidential hereunder,
LICENSEE will not make, use, sell, lease or otherwise dispose of products using
or directly or indirectly derived from Licensed Products, Light Valves, or
Components, or which otherwise comprise suspending particles, which when
subjected to a suitable electric or magnetic field, orient to produce a change
in the optical characteristics of the suspension ("SPD Technology") unless an
agreement between LICENSOR and LICENSEE permitting it to do so is in full force
and effect and the royalties, if any, provided in such agreement are being paid
to LICENSOR on such products. The foregoing restriction shall not apply to
products (i) which do not directly or indirectly incorporate SPD Technology,
such as, but not limited to, liquid crystal devices, or electrochromic devices,
or (ii) which incorporate technology involving suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce a change
in the optical characteristics of the suspension but which is independently
developed and which is not in any way directly or indirectly

<PAGE>

derived from any Technical Information of LICENSOR or its licensees,
sublicensees, or any of their affiliates. LICENSEE shall have the burden of
proving by clear and convincing evidence that the availability of any exception
of confidentiality exists or that the foregoing restrictions do not apply to a
particular product. Nothing contained in this section, however, shall be
construed as granting LICENSEE any rights or licenses with respect to any
Technical Information or patents of LICENSOR or its other licensees or their
sublicensees.

(b) After LICENSEE's exercise of its Training Option under Section 8.1
of this Agreement, LICENSEE shall have the right to disclose to a subcontractor
information of LICENSOR received pursuant to Article 8 hereof; PROVIDED,
HOWEVER, that LICENSEE shall only disclose such information

13
<PAGE>

as is strictly necessary to enable said subcontractor to perform its
manufacturing task, and provided that prior to disclosing any information to
said subcontractor, said subcontractor has signed a secrecy agreement with
LICENSEE at least as protective of LICENSOR's Technical Information as the
provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions of Section 12.1
hereof to the same extent as LICENSEE. For such purposes, LICENSEE may develop a
standard form of secrecy agreement for LICENSOR's approval, after which LICENSEE
may use such secrecy agreement with all subcontractors without LICENSOR's prior
approval of the secrecy agreement being necessary. LICENSEE shall have all
subcontractors sign said secrecy agreement prior to the disclosure of Technical
Information to said subcontractor, and LICENSEE shall send LICENSOR a copy of
every such secrecy agreement within thirty (30) days after the execution
thereof.

13. WARRANTIES AND REPRESENTATIONS.

13.1 RECIPROCAL REPRESENTATIONS. Each party represents and
warrants to the other that:

13.1.1 VALID AGREEMENT. The execution and delivery of this Agreement by
the officer or representative so doing, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
by LICENSOR and LICENSEE and this Agreement is a valid and binding obligation
enforceable against the parties in accordance with its terms, except to the
extent limited by bankruptcy, insolvency, moratorium and other laws of general
application relating to general equitable principles;

13.1.2 NO CONFLICTS. Nothing herein conflicts with its rights and
obligations pursuant to any agreement by a party and any other entity; and

13.1.3 PUBLICITY. The parties shall have the right to use
non-confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical assistance, investor
relations, disclosure and public relations purposes, and that information
permitted to be disclosed by a party under this Section 13.1.3 may appear on
such party's (or its subsidiaries' or sublicensees') Internet web site, along
with links to the Internet web sites of the other party and its subsidiaries and
sublicensees.

13.2 LICENSOR REPRESENTATIONS. LICENSOR represents and warrants,
for the benefit of LICENSEE, that:

13.2.1 TITLE. As of the date hereof, LICENSOR represents and warrants
that it has the right to convey the rights and licenses granted by this
Agreement, and otherwise to perform its obligations under this Agreement.
LICENSOR has caused its

<PAGE>

employees who are employed to do research, development, and other inventive work
to disclose to it any invention or information within the scope of this
Agreement and to assign to it rights in such inventions and information in order
that LICENSEE shall receive, by virtue of this Agreement, the licenses granted
to it under Section 2.1 hereof.

13.3.2 INFRINGEMENT. As of the date hereof, LICENSOR is not ware of any
claim for patent infringement or the misappropriation of trade secrets, being
asserted against it by any third party; or of any infringement of the patents
listed on Schedule A hereto by any entity.

14
<PAGE>

13.2.3 PATENTS IN FORCE. To the best of LICENSOR's knowledge, all of
the patents listed on Schedule A hereto are currently in force.

13.3 NO WARRANTY. LICENSOR and LICENSEE make no guaranty or warranty to
one another under this Agreement (a) that LICENSEE will be able to develop,
manufacture, sell or otherwise commercialize Licensed Products, or (b) as to the
validity of any patent.

14. MISCELLANEOUS.

14.1 APPLICABLE LAW. This Agreement shall be interpreted, construed,
governed and enforced in accordance with and governed by the laws of the State
of New York, and LICENSOR and LICENSEE hereby submit to the exclusive
jurisdiction of the state or federal courts located in the County of Nassau and
State of New York for such purposes.

14.2 CONFIDENTIALITY IN COURT PROCEEDING. In order to protect and
preserve the confidential information of a party which the parties recognize may
be exchanged pursuant to the provisions of this Agreement, the disclosing party
may request, and the receiving party shall not oppose, the court in any action
relating to this Agreement to enter a protective order to protect information
which is confidential information under Section 12.1 and to seal the record in
the action or to hold the proceedings, or portion of the proceedings, in camera;
provided, that the requested terms do not prejudice the receiving party's
interests. Nothing, however, shall preclude either party from thereafter moving
to unseal its own records or to have matter and information designated as
confidential under any relevant protective order designated otherwise in
accordance with the circumstances as they shall appear at that time.

14.3 SEVERABILITY. If any provision of this Agreement is declared or
found to be illegal, unenforceable or void, the parties shall negotiate in good
faith to agree upon a substitute provision that is legal and enforceable and is
as nearly as possible consistent with the intentions underlying the original
provision. If the remainder of this Agreement is not materially affected by such
declaration or finding and is capable of substantial performance, then the
remainder shall be enforced to the extent permitted by law.

14.4 WAIVER. Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more instances
upon the strict performance of any one or more of the provisions of this
Agreement, or to exercise any right contained in this Agreement or provided by
law, shall not constitute or be construed as a waiver or relinquishment of the
performance of such provision or right or the right subsequently to demand such
strict performance or exercise of such right, and

<PAGE>

the rights and obligations of the parties shall continue unchanged and remain in
full force and effect.

14.5 CAPTIONS. The captions and headings in this Agreement are inserted
for convenience and reference only and in no way define or limit the scope or
content of this Agreement and shall not affect the interpretation of its
provisions.

14.6 ASSIGNMENT. This Agreement shall be binding on and shall inure to
the benefit of the parties and their successors and assigns. However, LICENSEE
agrees that it shall not assign this Agreement or its rights hereunder without
the prior written consent of LICENSOR except to a successor to substantially all
of its business relating to Light Valves and whose obligations hereunder

15
<PAGE>

are guaranteed to LICENSOR by LICENSEE. LICENSOR may assign all of its rights
and obligations hereunder to any successor to any of its business interests or
to any company controlling or controlled by LICENSOR. All assignees shall
expressly assume in writing the performance of all the terms and conditions of
this Agreement to be performed by the assigning party, and an originally signed
instrument of such assumption and assignment shall be delivered to the
non-assigning party within 30 days of the execution of such instrument.

14.7 SCHEDULES. All schedules attached to this Agreement shall be
deemed to be a part of this Agreement as if set forth fully in this Agreement.

14.8 ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between LICENSOR and LICENSEE with respect to the
subject matter hereof, supersedes all prior agreements, proposals,
understandings, letters of intent, negotiations and discussions with respect to
the subject matter hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference to this Agreement
and which is executed in writing by the parties; PROVIDED, HOWEVER, that either
party may unilaterally waive in writing any provision imposing an obligation on
the other.

14.9 NOTICES. Any notice required or permitted to be given or made in
this Agreement shall be in writing and shall be deemed given on the earliest of
(i) actual receipt, irrespective of method of delivery, (ii) on the delivery day
following dispatch if sent by express mail (or similar next day courier
service), or (iii) on the sixth day after mailing by registered or certified air
mail, return receipt requested, postage prepaid and addressed as follows:

LICENSOR: Robert L. Saxe, President
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033 USA
Facsimile: (516) 364-3798
Telephone: (516) 364-1902

LICENSEE: Stephen A. Hoffmann
Chairman and Chief Executive Officer
Thermoview Industries, Inc.
1101 Herr lane
Louisville, KY 40222
Facsimile: (502) 412-0301
Telephone: (502) 412-5600

or to such substitute addresses and persons as a party may designate to the
other from time to time by written notice in accordance with this provision.

<PAGE>

14.10 BANKRUPTCY CODE. In the event that either party should file a
petition under the federal bankruptcy laws, or that an involuntary petition
shall be filed against such party, the parties intend

16
<PAGE>

that the non-filing party shall be protected in the continued enjoyment of its
rights hereunder to the maximum feasible extent including, without limitation,
if it so elects, the protection conferred upon licensees under section 365(n) of
Title 17 of the U.S. Code. Each party agrees that it will give the other party
immediate notice of the filing of any voluntary or involuntary petition under
the federal bankruptcy laws.

14.11 CONSTRUCTION. This Agreement and the exhibits hereto have been
drafted jointly by the parties and in the event of any ambiguities in the
language hereof, there shall be no inference drawn in favor or against either
party.

14.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

14.13 STATUS OF THE PARTIES. The status of the parties under this
Agreement shall be solely that of independent contractors. No party shall have
the right to enter into any agreements on behalf of the other party nor shall it
represent to any person that it has such right or authority.

The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of the date and
year first above written, whereupon it became effective in accordance with its
terms.

RESEARCH FRONTIERS INCORPORATED

By: /s/ Robert L. Saxe
-----------------------------
Robert L. Saxe, president
Date: March 21, 2000

THERMOVIEW INDUSTRIES, INC.

By: /s/ Stephen A. Hoffmann
----------------------------
Stephen A. Hoffmann, Chairman and
Chief Executive Officer
Date: March 20, 2000

17
<PAGE>

SCHEDULE A
(As of March 21, 2000)

LIST OF UNITED STATES AND
FOREIGN PATENTS
AND PATENT APPLICATIONS

DATE EXPIRATION
PATENTS IN THE UNITED STATES ISSUED DATE
- ---------------------------- ------ ----

4,407,565 Robert L. Saxe
"Light Valve Suspension Containing
Fluorocarbon Liquid" 10/04/83 1/16/01

4,422,963 Robert I. Thompson et al
"Improved Light Polarizing Materials
and Suspension Thereof" 12/27/83 12/27/00

4,772,103 Robert L. Saxe
"Light Valve Containing an Improved
Suspension, and Liquids Therefor" 9/20/88 8/8/06

4,877,313 Robert L. Saxe et al
"Light Polarizing Materials and
Suspensions Thereof" (QA) 10/31/89 2/10/09

5,002,701 Robert L. Saxe
"Light Polarizing Materials and
Suspensions Thereof" 3/26/91 10/27/09

5,093,041 Joseph A. Check, III et al
"Light-Polarizing Material Based on
Ethylene-diamine Polyacetic Acid
Derivatives" 3/03/92 7/30/10

5,111,331 Paul Rosenberg
"Electro-Optical Light Modulator" 5/05/92 7/5/09

5,130,057 Robert L. Saxe
"Light Polarizing Materials and
Suspensions Thereof" 7/14/92 10/31/06

5,279,773 Robert L. Saxe
"Light Valve Incorporating a Suspension
Stablized With A Block Polymer" 1/18/94 3/23/12

5,325,220 Robert L. Saxe
"Light Valve With Low Emissivity

<PAGE>

Coating As Electrode" (JDR-105) 6/28/94 3/9/13

A-1
<PAGE>

SCHEDULE A (CONTINUED)

DATE EXPIRATION
PATENTS IN THE UNITED STATES ISSUED DATE
- ---------------------------- ------ ----

5,463,491 Joseph A. Check III
"Light Valve Employing a Film Comprising
An Encapsulated Liquid Suspension And
Method of Making Such File" (JDR-101) 10/31/95 11/6/12

5,463,492 Joseph A. Check III
"Light Modulating File of Improved
Clarity For A Light Valve" (JDR-102) 10/31/95 11/6/12

5,461,506 Joseph A. Check III et al
"Light Valve Suspensions Containing A
Trimellitate Or Trimesate And Light
Valves Containing the Same" (JDR-103) 10/24/95 5/11/13

5,467,217 Joseph A. Check III et al
"Light Valve Suspensions and Films
Containing UV Absorbers and Light
Valves Containing the Same" (JDR-104) 11/14/95 5/11/13

5,516,463 Joseph A. Check III et al
"Method of Making Light Polarizing Particles"
(JDR-106) 05/14/96 07/08/14

5,650,872 Robert L. Saxe et al
"Light Valve Containing Ultrafine Particles"
(JDR-108) [CIP of S.N. 351,665) 07/22/97 07/22/14

5,728,251 Joseph A. Check, III
"Light Modulating Film of Improved
UV Stability For a Light Valve"
(JDR-111) 03/17/98 09/27/15

A-2

<PAGE>

PENDING APPLICATIONS

SERIAL NUMBER FILING DATE
- ------------- -----------

176,367 Robert L. Saxe
"Light Valve Incorporating A Suspension
Stabilized With A Block Polymer" (JDR-110) 01/03/94

This case is identical with U.S. Patent No. 5,279,773
which issued on January 18, 1994 except that certain
claims are on appeal.

08/947,559 Huifang Zhuang et al
"Ultraviolet Radiation-Curable
Light-Modulating Film for a Light
Valve, and Method of Making Same" (JDR-112) 10/09/97

09/258,677 Robert L. Saxe et al
"Light Polarizing Material, Liquid
Suspensions and Films Thereof, and Light
Valve Incorporating Same" (JDR-113) 02/26/99

60/092,331 Barry Fanning et al
"Improved Polyhalide Particles, Liquid
Suspensions and Films Thereof, Light
Valves Comprising Same, and Methods of Making
Such Particles (JDR-114) 07/09/99

60/092,198 Robert L. Saxe et al
"Method of Making Light-Polarizing Particles
of Improved Particle Size Distribution for
Liquid Light Valve Suspension, Set Suspension
and Light Valve Film" (JDR-115) 07/09/99

09/327/760 Robert L. Saxe
"Anisometrically Shaped Carbon and/or Graphite
Particles, Liquid Suspensions and Films Thereof
And Light Valves Comprising Same" 06/07/99

Robert L. Saxe et al
"Method and Materials for Enhancing the Adhesion of
SPD Films and Light Valves Comprising Same" 03/02/00

Srinivasan Chakrapani et al
"SPD Films Having Improved Properties and
Light Valves Comprising Same" 03/02/00

A-3

<PAGE>

PATENT NUMBER
OR
COUNTRY SERIAL NUMBER ISSUED FILED EXPIRATION
- ------- ------------- ------ ----- ----------

Foreign patents and applications corresponding to U.S. Patent Number 4,407,565:

Germany P3200557.1 01/12/82
*Japan 1,551,551 03/23/90 06/28/82 06/28/02

Foreign patents and applications corresponding to U.S. Patent Number 4,772,103:

*Canada 1,315,088 03/30/93 05/20/88 03/30/10
*EPO (France,
Germany,
United Kingdom) 342,299 12/08/93 05/20/88 05/20/08
*Japan 2,716,459 11/07/97 06/08/88 06/08/08
*Korea 119,483 08/02/97 07/05/88 07/05/08
*Taiwan NI-43736 04/23/91 05/24/88 12/31/05

Foreign patents and applications corresponding to U.S. Patent Number 4,877,313:

*Canada 1,336,858 09/05/95 06/08/89 09/05/12
*EPO (France
Germany,
United Kingdom) 403,711 12/08/93 06/19/89 06/19/09
Japan 01-176982 07/07/89
*Korea 9650/89 07/02/98 07/07/89 07/02/13
*Taiwan NI-41699 01/12/91 06/21/89 09/30/05

Foreign patents and applications corresponding to U.S. Patent Number 5,002,701):

Canada 2,027,349-6 10/15/90
*EPO (France,
Germany,
Holland, Italy,
Sweden, Switzer-
land, United
Kingdom) 425,344 05/18/94 10/17/90 10/17/10
Japan 02-288254 10/22/90
Korea 16868/90 10/22/90
*Taiwan NI-46516 08/10/91 10/13/90 04/30/06

*-indicates a patent

A-4
<PAGE>

PATENT NUMBER
OR
COUNTRY SERIAL NUMBER ISSUED FILED EXPIRATION
- ------- ------------- ------ ----- ----------

Foreign patents and applications corresponding to U.S. Patent Number 5,093,041:

Canada 2049869 08/26/91
*EPO (France,
Germany,
United Kingdom) 532,809 02/28/96 09/16/91 09/16/11
Japan 3-252,095 09/30/91
Korea 17043/91 09/30/91

Foreign patents and applications corresponding to U.S. Patent Number 5,279,773
(Block Polymer):

*Canada 1,335,845 06/06/95 06/08/89 06/06/12
*EPO (France,
Germany,
United Kingdom) 350,354 06/01/94 06/19/89 06/19/09
*Japan 2,710,415 10/24/97 07/07/89 07/07/09
Korea 9651/89 07/07/89

Foreign patents and applications corresponding to U.S. Patent Number 5,325,220
(Low-E (JDR-105):

*Argentina 250,625 04/29/97 05/02/94 04/29/12
Australia 59380/94 04/12/94
Brazil PI9402044-2 05/20/94
Canada 2120854 04/08/94
EPO (Austria, 94201185.9 04/28/94
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten-
stein] & United
Kingdom)
Japan 6-96451 05/10/94
Korea 10054/94 05/09/94
Mexico 9402944 04/22/94
*Taiwan NI-68190 02/15/95 03/10/93 03/09/13

*-indicates a patent

A-5
<PAGE>

PATENT NUMBER
OR
COUNTRY SERIAL NUMBER ISSUED FILED EXPIRATION
- ------- ------------- ------ ----- ----------

Foreign patents and applications corresponding to U.S. Patent Number 743,808
(QAII)(:

*Canada 1,336,858 09/05/95 04/07/92 04/07/12
*EPO (Austria,
Denmark, France,
Germany, Greece,
Italy, Luxembourg,
Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten
stein] & United
Kingdom) 564,676 10/13/93 04/07/92 04/07/12
Japan 4-109708 04/28/92
Korea 6162/92 04/14/92
*Taiwan NI-60806 06/04/93 04/08/92 02/20/08

Foreign patents and applications corresponding to U.S. Patent Number 5,463,491
(JDR-101):

USPTO/RO PCT/US92/09034 10/22/92
*Australia 669,135 09/27/96 06/14/94 06/14/14
Canada 2125561 06/09/94
EPO (Austria, 92922886.4 10/22/92
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including liechten-
stein] & United
Kingdom)
Korea 702534/93 08/25/93
*Mexico 183,173 11/07/96 04/29/93 04/29/13
Taiwan 82102979 04/19/93

*-indicates a patent

A-6
<PAGE>

PATENT NUMBER
OR
COUNTRY SERIAL NUMBER ISSUED FILED EXPIRATION
- ------- ------------- ------ ----- ----------

Foreign patents and applications corresponding to U.S. Patent Number 5,463,492
(JDR-102):

USPTCO/RO PCT/US93/10485 11/01/93
Argentina 327,984 04/22/94
Australia 55896/94 11/01/93
Australia 31573/97 07/28/97
Brazil PI9307402 11/01/93
Canada 21477868 11/01/93
EPO (Austria, 94901235.5 05/04/95
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten-
stein] & United
Kingdom
Japan 6/512156 11/01/93
Korea 701724/95 05/02/95
Mexico 942757 04/15/94
*Taiwan NI-071343 08/30/95 11/11/93 11/10/13

Foreign patents and applications corresponding to U.S. Patent Number 5,461,506
(JDR-103):

*Argentina 248,847 04/16/96 05/09/94 04/16/11
Australia 59382/94 04/12/94
Brazil PI9401916-9 05/06/94
Canada 2121062 04/12/94
EPO (Austria, 94201186.7 04/28/94
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten
stein} & United
Kingdom)
Japan 6-94637 05/09/94
Korea 9871/94 05/06/94
*Mexico 184,523 04/24/97 04/20/94
Taiwan 83103237 04/12/94

*-indicates a patent

A-7
<PAGE>

PATENT NUMBER
OR
COUNTRY SERIAL NUMBER ISSUED FILED EXPIRATION
- ------- ------------- ------ ----- ----------

Foreign patents and applications corresponding to U.S. Patent Number 5,467,217
(JDR-104):

Argentina 328,075 05/02/94
*Australia 680,231 11/13/97 04/12/94 04/12/14
Brazil PI9401917.7 05/06/94
Canada 2121061 04/12/94
EPO (Austria, 94201184.2 04/28/94
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten
stein} & United
Kingdom)
Japan 6-96217 05/10/94
Korea 9870/94 05/06/94
Mexico 9402945 04/22/94
Taiwan 83103238 04/12/94

Foreign patents and applications corresponding to U.S. Patent Number 5,516,463
(JDR-106):

*Argentina 250,329 01/28/97 07/21/94 01/28/12
*Australia 682,367 01/22/98 07/20/94 07/20/14
Brazil PI9402876-1 07/20/94
Canada 2,128,484 07/20/94
EPO (Austria, 94111419.1 07/21/94
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten
stein} & United
Kingdom)
Japan 6-168249 07/20/94
Korea 17458/94 07/20/94
Mexico 9405529 07/20/94
Taiwan 83106635 07/20/94

*-indicates a patent

<PAGE>

A-8
<PAGE>

PATENT NUMBER
OR
COUNTRY SERIAL NUMBER ISSUED FILED EXPIRATION
- ------- ------------- ------ ----- ----------

Foreign patents and applications corresponding to U.S. Serial Number 534,516
(JDR-111):

Canada 2,186,318 09/24/96
EPO (Austria, 96402046.5 09/26/96
Belgium, Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten
stein} & United
Kingdom)
Japan 8-253225 09/25/96
Korea 39420/96 09/12/96

Foreign patents and applications corresponding to U.S. Serial Number 08/947,599:

Argentina P980105043 10/09/98
Australia 10/01/98
Brazil 10/08/98
Canada 10/08/98
EPO (Austria, 98402512.2 10/09/98
Belgium, Cyprus,
Denmark,
France, Germany,
Greece, Ireland,
Italy, Luxembourg,
Monaco, Netherlands,
Portugal, Spain,
Sweden, Switzerland,
[including Liechten-
stein] & United Kingdom)
Japan 10-287920 10/09/98
Korea 42138/98 10/09/98
Mexico 988231 10/09/98
Taiwan 87116407 10/02/98

*-indicates a patent

A-9
<PAGE>

RESEARCH FRONTIERS INCORPORATED
240 CROSSWAYS PARKS DRIVE
WOODBURY, N.Y. 11797
TELEPHONE: (516) 394-1902
FACSIMILE: (516) 364-3798

April 14, 2000

VIA FACSIMILE (502-412-0301)
Stephen A. Hoffmann
Chairman and Chief Executive officer
ThermoView Industries, Inc.
1101 Herr Lane

Louisville, KY 40222

Dear Steve:

This letter is to confirm Research Frontier Incorporated willingness,
in exchange for ThermoView's payment to it of $50,000, to rescind the issuance
of 12,500 shares of the common stock of ThermoView Industries, Inc. which was
paid to us as the initial minimum annual royalty under our license agreement
with ThermoView Industries, Inc. effective as of March 21, 2000. In order for us
to effectuate this rescission, please let us know whether you would like to
proceed with this rescission by April 19, 2000, as we are in the process of
preparing our financial statements for our fiscal quarter ended March 31, 2000
and need to reflect this transaction properly. If you would like to proceed with
the rescission, simply sign where indicated below and fax this letter back to me
by April 19, 2000. Thank you.

Sincerely,

/s/ Robert L. Saxe
Robert L. Saxe
President

We agree to the aforementioned rescission:

ThermoView Industries, Inc.

By: /s/ Stephen A. Hoffmann
Stephen A. Hoffmann
Chairman and Chief Executive Officer

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated April 14, 2000 with respect to the consolidated
financial statements of ThermoView Industries, Inc.; our report dated January
15, 1999 with respect to the financial statements of NuView Industries, Inc.;
our report dated March 5, 1999 with respect to the combined financial
statements of Thomas Construction; our report dated May 21, 1999 with respect
to the financial statements of Precision Window Mfg., Inc.; and our report
dated May 21, 1999 with respect to the combined financial statements of The
Thermo-Shield Companies, included in Post-Effective Amendment No. 1 to the
Registration Statement (Form S-1 No. 333-84575) and related Prospectus of
ThermoView Industries, Inc. for the registration of shares of its common
stock.

/s/ Ernst & Young LLP

Louisville, Kentucky
May 12, 2000

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our reports dated July 8, 1998, August 10, 1998, July 8, 1998,
July 23, 1998, February 5, 1999, and December 30, 1998 on the financial
statements of ThermoView Industries, Inc. (formerly Thermo-Tilt Window
Company), American Home Developers Co., Inc., Primax Window Co., The Rolox
Companies, American Home Remodeling, and Five Star Builders, Inc.,
respectively, which are contained in this Registration Statement and
Prospectus. We consent to the use of the aforementioned reports in
Post-Effective Amendment No. 1 to this Registration Statement (Form S-1 No.
333-84575) and related Prospectus of ThermoView Industries, Inc. and to the
use of our name as it appears under the caption "Experts."

/s/ Singer Lewak Greenbaum & Goldstein, LLP

Los Angeles, California
May 12, 2000

<PAGE>

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITOR

I consent to the reference to my firm under the caption "Experts" and to the
use of my report dated January 11, 1999 with respect to the financial
statements of Thermal Line Windows, L.L.P. and my report dated January 15,
1999 with respect to the financial statements of Leingang Siding and Window,
Inc. included in Post-Effective Amendment No. 1 to the Registration Statement
(Form S-1 No. 333-84575) and related Prospectus of ThermoView Industries,
Inc. for the registration of shares of its common stock.

/s/ Rodney W. Melby

Bismarck, North Dakota
May 12, 2000

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND
ON PAGES F-9 AND F-10 FOR THE YEAR 1999 AND F-31 AND F-32 FOR THE 3 MONTH
PERIOD ENDED MARCH 31, 2000 OF THE COMPANY'S FORM S-1 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001083753
<NAME> THERMOVIEW INDUSTRIES, INC.
<MULTIPLIER> 1

<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-END> MAR-31-2000 DEC-31-1999
<CASH> 1,028,614 3,331,721
<SECURITIES> 0 0
<RECEIVABLES> 3,440,575 5,338,127
<ALLOWANCES> 0 276,000
<INVENTORY> 2,497,802 2,300,643
<CURRENT-ASSETS> 10,028,286 13,086,578
<PP&E> 3,767,633 4,848,783
<DEPRECIATION> 0 1,169,604
<TOTAL-ASSETS> 90,132,518 93,971,184
<CURRENT-LIABILITIES> 9,201,438 9,129,762
<BONDS> 28,871,671 28,484,874
5,074,985 4,648,550
0 0
<COMMON> 7,325 7,390
<OTHER-SE> 46,947,308 51,668,066
<TOTAL-LIABILITY-AND-EQUITY> 90,132,518 93,971,184
<SALES> 0 0
<TOTAL-REVENUES> 21,476,416 108,198,535
<CGS> 0 0
<TOTAL-COSTS> 10,382,077 48,727,358
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,093,320 2,962,260
<INCOME-PRETAX> (4,150,119) (1,286,702)
<INCOME-TAX> (1,255,000) 370,000
<INCOME-CONTINUING> (2,895,119) (1,656,702)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,895,119) (1,656,702)
<EPS-BASIC> (.44) (1.19)
<EPS-DILUTED> (.44) (1.19)

</TABLE>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999. THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999
CAN BE FOUND ON PAGE F-32 OF THE COMPANY'S FORM S-1 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. THE SUMMARY FINANCIAL
INFORMATION HAS BEEN RESTATED TO REFLECT ADJUSTMENTS TO PREVIOUSLY FILED
INFORMATION AS A RESULT OF SEC COMMENTS ON THE COMPANY'S FORM S-1 FILED IN
CONNECTION WITH THE COMPANY'S INITIAL PUBLIC OFFERING
</LEGEND>
<RESTATED>
<CIK> 0001083753
<NAME> THERMOVIEW INDUSTRIES, INC.
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,417,885
<SECURITIES> 0
<RECEIVABLES> 2,859,432
<ALLOWANCES> 0
<INVENTORY> 2,317,524
<CURRENT-ASSETS> 11,412,079
<PP&E> 3,868,516
<DEPRECIATION> 0
<TOTAL-ASSETS> 82,569,037
<CURRENT-LIABILITIES> 10,020,680
<BONDS> 21,395,518
0
3,380
<COMMON> 4,813
<OTHER-SE> 44,503,851
<TOTAL-LIABILITY-AND-EQUITY> 82,569,037
<SALES> 0
<TOTAL-REVENUES> 21,749,817
<CGS> 0
<TOTAL-COSTS> 9,764,255
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 411,624
<INCOME-PRETAX> (969,040)
<INCOME-TAX> (133,000)
<INCOME-CONTINUING> (836,040)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (836,040)
<EPS-BASIC> (.27)
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