ASSET SALES AND PURCHASE AGREEMENT

     THIS AGREEMENT is made this 22nd day of August, 1997, by
and between Real Goods Trading Corporation, a California
corporation with its principal office located at 555 Leslie
Street, Ukiah,  California 95482, (hereafter referred to as
"Seller") and Snow Belt Fireplace & Stove Shop, Inc., a Wisconsin
corporation with its principal office located at Amherst,
Wisconsin, (hereafter collectively referred-to as "Buyer").

     WHEREAS, Seller currently owns and operates a fireplace,
stove and hearth product retail sales and installation business
at 286 Wilson Street, Amherst, Wisconsin, known as Real Goods -
Snowbelt Hearth and Home Center, a/k/a Real Goods Trading,
Amherst, Wisconsin, a division of Real Goods Trading Corporation
(said business is hereafter referred to as "Snowbelt Business");
and

     WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes
to purchase and acquire from Seller, the assets described below
used by Seller in its Snowbelt Business, at the price and upon
the terms hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and the purchase price to be paid hereunder,
THE PARTIES AGREE AS FOLLOWS:

1.  SALE OF THE ASSETS. Buyer agrees to purchase from Seller, and
Seller agrees to sell, assign and transfer to Buyer, on the
closing date (as later defined), all of Seller's rights, title
and interest in and to the following assets, free and clear
of all liens and encumbrances except Seller's security interest
described below:

     A.     EQUIPMENT AND FIXTURES. The equipment, furniture,
furnishings, trade fixtures and other tangible personal property
described on the attached Exhibit A; together with any equipment,
furniture, furnishings, fixtures and other non-inventory tangible
personal property not listed on Exhibit A that are owned and used
by Seller at the premises of the Snowbelt Business in the
operation of its Snowbelt Business if Exhibit B does not
specifically exclude any of such items.

     B.     INVENTORY. All stock-in-trade (inventory) and
supplies located at the Snowbelt Business premises on the date of
closing other than those items Seller obtained directly from Real
Goods Trading Corporation, which Buyer shall forthwith pack and
prepare to ship to Real Goods Trading Corporation prior to
closing, freight collect along with excluded displays and
signage. An inventory of all stock-in-trade and supplies shall be
taken on the day preceding the closing by Seller and Buyer. The
purchase price for such inventory shall be pursuant to the
following valuation methodology based upon the book value of the
inventory:
<TABLE>
<CAPTION>
INVENTORY*                                      MULTIPLIER
<C>                                               <C>
Current (up to one year) Inventory                 1.10
Over 1 year < 2 years                               .80
Over 2 years < 3 years                              .25
Over 3 years old                                    .10
</TABLE>
*Referencing Inventory Purchase Date

     C.     ACCOUNTS RECEIVABLE. Buyer shall purchase all
accounts receivable from Seller at Seller's current book value.
Buyer shall make payment for such accounts receivable at the time
of closing.

     D.     VEHICLES. The following described vehicles:

            1986 Isuzu Truck             VIN #JAMJP7485G9402699
            1990 Toyota Track            VIN #JT4RN81ROL5054586

     E.     TRADE NAME. The business name "Snowbelt and/or
Snowbelt Hearth and  Home Center" and variations of the same. The
parties acknowledge that the trade name has been used by Seller
but such name has not been registered with the State of
Wisconsin, and it has not been federally registered under
copyright, service mark or trademark laws.

     F.     BUSINESS RECORDS. All customer lists and addresses,
supplier lists and addresses, deposit files and information, and
any other business lists, files or customer information owned and
used by Seller in the operation of its Snowbelt Business. 
Seller's Telephone Number, Fax Number and P.O. Box Number.

     G.     SELLER'S TELEPHONE NUMBER, FAX NUMBER AND P.O. BOX
NUMBER. Seller's telephone number is (715) 824-3982. Seller's
fax number is (715) 824-5021. Seller's post office box number is
99.

     H.     SOFTWARE. The software and manuals for software
presently used on site by Seller, including all data files.

     I.     EXCLUSION. Provided, Seller DOES NOT sell to Buyer,
and Buyer DOES NOT purchase, any of the assets set forth in
Exhibit B.

2.   PURCHASE PRICE.

     A.     AMOUNT. The total purchase price to be paid by the
Buyer to the Seller for all of the assets to be sold and
purchased hereunder (as described above) shall be the sum of
Fifty-Three Thousand Dollars ($53,000.00) plus an amount equal to
Seller's inventory based upon the valuation methodology set forth
above on the date of closing, plus an amount equal to the
accounts receivable purchased by Buyer at Seller's current book
value.

     B.     ALLOCATION. The purchase price shall be allocated to
the assets in the  following manner.
<TABLE>
DESCRIPTION OF ASSET                  AMOUNT
<C>                                  <C>
Equipment and fixtures                $31,700.00
Trade name, customer lists,           $20,000.00  
 Goodwill, ongoing business
 and Covenant Not to Compete 
Vehicles
  1986 Isuzu Truck                    $  500.00 
  1990 Toyota Truck                   $  800.00

Inventory                              determined by formula set
                                        forth at paragraph 1B
Accounts Receivable                    accounts receivable
                                        purchased by Buyer at
                                        book value
Work in Process                        determined by formula set
                                        forth in paragraph 7
                                        below
</TABLE>
Each party agrees to file their income tax returns in a manner
consistent with these allocations.

3.  PAYMENT OF PURCHASE PRICE

     A.     The sum of $53,000 plus the amount of accounts
receivable purchased by Buyer and the value of the inventory
shall be paid by BUYER. THIS AMOUNT LESS ANY PORTION OF THE 
PURCHASE PRICE FINANCED BY SELLER SHALL BE PAID BY FEDERAL FUNDS
WIRE TRANSFER AT CLOSING.

     B.     SELLER AGREES TO FINANCE, PURSUANT TO A PROMISSORY
NOTE IN FAVOR OF SELLER, AN AMOUNT NO MORE THAN $10,000 OF THE
PURCHASE price at an annual interest rate on the unpaid balance
of nine and one-half percent (9.5 %) and shall be amortized
(equal payments of principal) over two (2) years by monthly
payments of principal and interest. The note shall. be
collateralized by a general business security agreement against
the business assets.

     Buyer will pay a costs of securing its financing and in good
faith will perform all acts necessary to expedite! such
financing, if any.

4.  LIABILITIES AND WISCONSIN BULK TRANSFERS.

     A.     LIABILITIES.  Buyer does not expressly or impliedly
assume any of Seller's  obligations,; debts, expenses or
liabilities; provided, however, that Buyer shall provide all
appropriate customer service (warranty, repairs, acceptance of
product returns excluding the Real Goods products) so that Seller
shall have no customer relations contacts after the closing with
respect to goods sold prior to the closing date). Seller shall
indemnify and hold Buyer harmless from and against any and all
bills, taxes, claims, actions and expenses incurred by Seller in
the operation of its Snowbelt Business on or prior to the date of
closing. Buyer shall indemnify Seller against any loss or
liability arising from operations of the Snowbelt Business after
the closing date. This indemnification shall include reasonable
actual attorneys' fees arising out of the. foregoing or in
enforcing this indemnification. Buyer shall. assume contracts and
purchase orders related to the Snowbelt Business which are in
the ordinary course of business, but excluding any contracts of
employment agreements, lease agreements or contracted obligations
relating to the purchase of the business by Real Goods Trading
Corporation from Robert and Margaurite Ramlow.

      B.     WISCONSIN BULK TRANSFERS. The parties are aware of
the Uniform Commercial Code as adopted in Wisconsin, including
that portion thereof known as the "Bulk Transfers Law." Seller
and Buyer agree that in lieu of compliance, with the Wisconsin
Bulk Transfers Law, the Seller shall indemnify and hold Buyer
harmless from and against any and all bills, taxes,  claims,
actions, expenses, obligations and liabilities incurred by
Seller on or prior to the; date of closing in connection with
assets sold pursuant to this Agreement. This indemnification
shall include Buyer's reasonable actual attorneys' fees arising
out of the foregoing or in enforcing this indemnification

5.  SALES TAX PERMIT. The Seller shall terminate any Wisconsin
Sales or Use Tax Permits which it holds for its Snowbelt Business
and will cease use of any and all such permits toward the purpose
that no sales tax be imposed on the transfer of personal property
included in this sale other'. than with respect to vehicles. In
the event Seller does not properly and timely terminate the use
of its sales or use tax permit(s), then Seller shall be
responsible for any sales tax imposed upon the assets sold
by Seller to Buyer. Seller shall be responsible for payment of
sales tax for the We of the vehicles. 

6.  PERSONAL PROPERTY

     A.     PRORATION. Personal property tax shall be prorated
at the time of closing. Proration of personal property taxes
shall be based upon the personal Property taxes for the current
year, if known, otherwise to be based upon the personal property
taxes for the preceding year.

     B.     BILL OF SALE. Seller shall convey all of the non-real
estate assets to be sold and  purchased hereunder by proper and
complete bill of sale, with covenants of warranty transferring
title and possession. For any vehicles purchased hereunder,
Seller shall endorse the title registration for each vehicle so
that Buyer may register the title in Buyer's name.

7.  WORK IN PROCESS. Any amounts received by Seller prior to the
closing from customers as prepayments for any undelivered and
unused services as of the date of closing, whether by agreement
or contract, oral or written, shall be transferred to Buyer
by Seller. Buyer shall pay Seller an amount equal to fifty
percent (50%) of the resulting GROSS PROFIT from such accounts
when received by Buyer. For the purpose of this Agreement, GROSS
PROFIT SHALL BE GROSS SALES LESS COST OF GOODS SOLD, AND Cost of
Goods shall be defined as the cost of the merchandise paid to
Seller at closing. Seller shall deliver to Buyer a complete list
of any such customers and all written documents pertaining
thereto. Buyer hereby agrees to honor 4 such agreements.

      8.  REPRESENTATIONS OF SELLER. Seller has made and does
hereby make the following representations and warranties to
Buyer, which shall be true as of the date of closing as if
such warranties and representations were made at such time:

      A.     ORGANIZATION. Seller is a corporation duly
organized, validly existing and in  good standing under the laws
of the State of California. Seller has all requisite corporate
power and authority to carry on all of its business as the same
is being conducted, and to own or otherwise possess all of its
assets and properties.

      B.     AUTHORITY. Seller has full corporate power and
authority to execute and deliver this Agreement and to perform
the actions required of it pursuant to this Agreement. The
execution, delivery and performance of this Agreement have been
duly authorized and approved by all required corporate actions of
Seller.

      C.     VALIDITY. This Agreement when executed and delivered
by Seller will Constitute the valid and binding obligation of
Seller, enforceable in accordance with its terms, except only as
limited by applicable bankruptcy, reorganization   on, insolvency
and other similar laws presently or hereafter in force affecting
the enforcement of creditors' rights generally and subject to
general equitable principles limiting the right to obtain
specific performance or other equitable relief.
 
      D.     CONFLICT. This Agreement, and the transaction
provided for herein, is not in  violation of! Seller's Articles
of Incorporation, By-Laws, or of any contract, agreement or order
to which Seller is a party or is bound.

      E.     TAX RETURNS AND LIABILITIES. Seller has timely filed
all federal, state, local and other tax returns or reports of
whatever nature required to be filed by Seller with respect to
the Snowbelt Business, all of which returns are accurate, and has
timely paid in full all taxes required to be paid or collected,
and any interest, additional tax or penalties with respect
thereto. All real and personal property taxes, business and
income taxes, and all other taxes, assessments or levies which
the Seller is required by law to pay, withhold or collect, have
been duly paid, withheld or collected or have been accrued on
the books of the Seller to the extent required. There is no
pending or, to the knowledge or information of the Seller,
threatened examination of or litigation or any other proceeding
with respect to any of the tax returns or reports filed by the
Seller.

      F.   SALES TAXES. Seller is not delinquent in the payment
of its Wisconsin sales and use taxes. Seller has properly and
timely completed its Wisconsin sales tax reports, and Seller will
indemnify and hold Buyer harmless from and against any Wisconsin
sales tax liability imposed upon Seller arising out of Seller's
operation of its Wisconsin business on or prior to the closing.

      G.   LITIGATION. There is no litigation, governmental
investigation, EEOC claim or proceeding pending, or to the
Seller's knowledge threatened, against or relating to the
Snowbelt Business, nor does the Seller know or have reasonable
grounds to know of any basis for such action, investigation,
claim or proceeding relative to the Snowbelt Business. Seller has
not received a notice requiring it to correct any defective
condition of the Snowbelt Business premises.

      H.     TITLE AND LIENS. Seller has good and marketable
tide to all of the assets to be sold and purchased hereunder, and
the same shall be transferred at the time of closing free and
clear of all liens, claims and encumbrances except Seller's
security interest, if any.

      I.     MATERIAL FACTS. No representation or warranty by
Seller in this Agreement or in connection with the transactions
contemplated hereby, contains or will contain any, untrue
statement of material fact, or omits or will omit to state a
material fact necessary to make the statements contained therein
not misleading.

9.  REPRESENTATIONS OF BUYER. Buyer has made and does hereby make
the following representations and warranties to Seller, which
shall be true as of the date of closing as if such warranties and
representations were made at such time.

      A.     VALIDITY. This Agreement when executed and delivered
by Buyer will constitute the valid and binding obligation of
Buyer, enforceable in accordance with its terms, except only as
limited by applicable bankruptcy, reorganization, insolvency and
other similar laws presently or hereafter in force affecting the
enforcement of creditors' rights generally and subject to
general equitable principles limiting the right to obtain
specific performance or other equitable relief.

      B.    CONFLICT. This Agreement, and the transaction
provided for herein, is not in violation of any contract or
agreement to which Buyer is a party or is bound.

      C.    LITIGATION. There is no action, suit, proceeding or
investigation of Buyer which is pending or, to the knowledge of
Buyer, threatened which questions the validity or propriety of
this Agreement or any action taken by Buyer in connection
herewith.

      D.    AS IS CONDITION. As key employees Of the Snowbelt
Business, the shareholders of Buyer have bad an opportunity to
inspect the assets, and Buyer represents and agrees that it shall
accept the assets in an "As Is" condition.

10.  COVENANTS OF SELLER

     A.     CONDUCT OF BUSINESS. From and after the date of
this Agreement, and pending the closing:

            1.  Seller's Snowbelt Business will be conducted only
in the ordinary course of business, and Seller will not conduct a
"going-out-of-business sale," a "quitting-business sale" or any
similar liquidation or termination of business promotional event.
Buyer acknowledges that Seller has been methodically reducing
inventory and it may continue to do so.

            2.  Seller will preserve the goodwill of Seller's
employees, suppliers, customers and others having business
relations with the Seller.

            3.   Seller will order and purchase stock-in-trade
and supplies only in the ordinary course of business, and will
not unreasonably increase or deplete inventory or supply levels.

      B.    Access to Information. Seller agrees that following
the date of this Agreement and pending the closing it will make
available to Buyer and Buyer's representatives, at reasonable
times, its business records for inspection and verification.

      C.    Notice of Changes. Seller agrees that between the
date of this agreement and pending the closing, Seller will
promptly give notice to Buyer of the occurrence of any event or
circumstance or the discovery of any inaccuracy, omission or.
mistake, which, in any way, would cause the warranties or
representations made by Seller to be materially changed,
modified, or inaccurate.

      D.    Maintain Insurance. Following the date of this
Agreement and pending the closing the Seller agrees to use its
best efforts on a commercially reasonable basis to maintain its
insurance protection in full force and effect and not to cancel,
change, or reduce any insurance policies or coverage.

11.  CONTINGENCIES. The closing date shall be not later than
August 29, 1997 unless extended by mutual agreement. If the
conditions set forth herein have not been satisfied by that date,
this Agreement shall terminate, In addition, if it is reasonably
apparent to Buyer that a condition is not reasonably likely to be
satisfied by the closing date, Buyer shall so inform Seller and
forthwith release Seller from its obligations hereunder.

      A.    FINANCING. The obligation of the Buyer to conclude
this transaction is contingent upon Buyer obtaining, from a
reputable financial or lending institution, within 15 days from
the date of Us Agreement a written commitment for a first
mortgage on the business assets in an amount of not less than
seventy percent (70 %) of the purchase price amount described in
paragraph 3A, at an interest rate of not more than ten percent
(10%), for a term of not less than seven (7) years, with payments
amortized over the term of the loan. Buyer shall provide
Seller with a copy of the written commitment within seven (7)
days after Buyer's receipt of it. If this contingency is not
satisfied within the time described above, this Agreement is
voidable at the option of the Buyer.

       B.     Commercial Lease. The obligation of the Buyer to
conclude this transaction is contingent upon Buyer obtaining an
acceptable lease from Seller for the premises located at
286 Wilson Street, Amherst, Wisconsin, for a period of not less
than six (6) months with an option for Buyer (Lessee) to
terminate such lease upon thirty (30) days written notice. The
monthly rent shall be One Thousand Sixty- One Dollars
($1,061.00). Such lease shall provide that Seller (Lessor) shall
be responsible for the maintenance of said building other than
routine custodial maintenance. Seller shall be responsible for
payment of the real estate taxes and casualty insurance on the
building. Buyer shall be responsible for all utilities furnished
to the premises after the date of closing.

12.  COVENANT NOT TO COMPETE. Real Goods Trading Corporation and
its officers, directors and employees agree that they:

     A.     Will not engage directly or indirectly in the
fireplaces, stove and/or Hearth business or any similar business
for a period of two (2) years following the date of closing,
within Portage, Waupaca or Wood County, Wisconsin, except that
the company's catalogs may contain merchandise similar to the
merchandise currently sold by Real Goods Trading Corporation,
This area is the area where Buyer will carry on its business
operations and from which it will draw customers. The use of the
term "directly or indirectly" by the parties shall mean that Real
Goods Trading Corporation and its officers, directors and
 employees shall not engage by direct ownership in a competing
business, shall not have a proprietary interest in a competing
business, and in addition thereto, shall not be an agent,
consultant, volunteer, officer, director, partner, stockholder or
employee, whether for remuneration or otherwise, of a sole
proprietorship, partnership, trust, corporation or in any
other entity engaged in a competing business. Real Goods Trading
Corporation and its officers, directors and employees acknowledge
that the time, area and scope of this covenant and the
restrictions above are reasonable and appropriate.

      B.     Will riot solicit the customers of the Seller's
Snowbelt Business as of the closing date, sold to Buyer, on
behalf of a competing business, for a period of two (2) years
following the date of closing.

     C.      Will not disclose or use any trade secrets of the
Seller's Snowbelt Business sold to Buyer without the prior
written consent of Buyer. 

     D.     Will not disclose or use any confidential information
of the Seller's Snowbelt Business sold to Buyer without the prior
written consent of Buyer for a period of three (3) years.
Notwithstanding anything to the contrary contained herein, Seller
may use the information (i) to prepare its financial statements;
(ii) for any litigation; and (3) as mutually agreed.

     Should Real Goods Trading Corporation or its officers,
directors or employees violate the terms and conditions of this
covenant, the terms and conditions may be enforced by
injunctional relief. Real Goods Trading Corporation and its
officers, directors and employees agree that compliance with the
covenants contained in this section is necessary to protect the
goodwill and proprietary interest of Seller sold to Buyer and
that a breach of such covenants will result  in irreparable and
continuing damage to Buyer. In addition thereto, Buyer shall be
entitled to any and all actual damages incurred as a result
of said breach of these covenants,, including Buyer's actual
attorneys' fees incurred by Buyer in enforcing these covenants,
together with such other and further relief as may be proper.

If any provision hereof is held to be illegal, invalid or
unenforceable under any present or future laws effective during.
the term of these covenants, such provision shall be fully
severable from the covenants; the covenants shall be construed
and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof; and the remaining
provisions shall remain in fall force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. In lieu of such illegal,
invalid or unenforceable provision there shall be added
automatically and as part hereof, a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable. The obligations and
covenants of Real Goods Trading Corporation and its officers,
directors and employees described above shall survive the closing
of this sale transaction.

13.  CLOSING.
      A.     DATE AND LOCATION. The closing of the transactions
called for in this Agreement shall be held at the office of
Buyer's mortgagee, or at the law office of Anderson, Shannon,
O'Brien, Rice & Bertz, attorneys for the Buyer, at 1257 Main
Street, Stevens Point, Wisconsin on August 29, 1997 unless
extended by mutual agreement, or at such other location and date
as the parties may mutually agree.

      B.     POSSESSION. Legal and physical possession and
occupancy of the assets described in Section I shall be delivered
to Buyer on the date of closing. 

      C.     DOCUMENTS. The parties shall execute, deliver, file,
and/or record the documents required or called for in this
Agreement.

14.  MISCELLANEOUS

      A.     GOVERNING LAW. This Agreement, and the rights and
obligations of the parties hereto, shall be governed by
and construed in accordance with the laws of the State of
Wisconsin.

      B.     BINDING AND BENEFIT. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties to
this Agreement and their respective personal and legal
representatives, heirs, successors and permitted assigns.

      C.     SEVERABILITY. If any provision of this Agreement
shall be, hold invalid, illegal, or unenforceable, the validity,
legality and enforceability of the other provisions shall not be
affected thereby, and there shall be deemed substituted for the
provision at issue a valid, legal and enforceable provision as
similar as possible to the provision at issue.

      D.     HEADINGS. Section or paragraph headings are included
for a convenience of reference and are not intended to add or
subtract from the terms of this Agreement.

      E.     NOTICE. Any notice, consent or other communication
given pursuant to this Agreement shall be in writing and shall be
given by personal delivery or mailed to the address of the
appropriate party as set forth in the introductory paragraph of
this Agreement, or such other address as they may designate in
writing, mailed registered or certified mail, return receipt
 requested, with postage prepaid. Notices shall be deemed
effective when personally delivered or when deposited in the
United States mail in the manner described above.

      F.     ENTIRE AGREEMENT. This Agreement contains the
entire agreement between the parties and supersedes any prior
discussions or agreements between the parties relating to the
subject matter.

      G.     AMENDMENTS. No provision of this Agreement may be
amended except by a written instrument signed by all of the
parties to this Agreement. 

      H.     TIME OF ESSENCE. Time is of the essence in the
performance of this Agreement.

      I.     EXHIBITS. All exhibits referred to in this Agreement
are attached hereto and incorporated herein by reference.

      J.     SURVIVAL OF REPRESENTATIONS. The warranties and
representations made herein survive tile closing of this
transaction.

      K.     ASSIGNMENTS. Buyer may assign 0 or any part of this
contract to a legal entity in which Buyer is the sole owners.
Provided, Buyer shall personally guarantee the payment and
performance of any liabilities of the legal entity, including a
land contract. Otherwise, this Agreement or any part hereof, may
not be assigned by either Party without first obtaining the
written consent of the other party.

      L.     RISK OF LOSS. In the event the assets to be sold and
purchased hereunder are damaged of destroyed by fire or any other
cause in an amount in excess of $10,000-00 at any time between
the date of the execution of this Agreement and the time of
closing, within five (5) business days after the damage or
destruction,, (i) each party may have the right,- at its
option, to terminate this Agreement, or (ii) Buyer may elect to
have such assets replaced from the proceeds of! insurance payable
by reason of such damage or destruction or elect to receive an
assignment of all insurance proceeds payable by reason of such
damage or destruction and purchase the assets subject to said
damage.

      M.     EXECUTION OF DOCUMENTS.  The respective parties and
their successors will execute any   and all instruments,
releases, assignments, and consents which may reasonably be
required in order to carry out the provisions of this Agreement,

      N.     CONFIDENTIALITY-PUBLICITY. None of the parties shall
issue any press release or other Public I statement concerning
the transactions contemplated by this Agreement without first
providing the other parties with a written copy of the text of
such release or statement and obtaining the consent of the
other parties respecting such release or statement (which consent
shall not be unreasonably withheld). The parties shall keep this
Agreement, the terms hereof, and all documents And information
relating hereto, or furnished pursuant to or in connection with,
this Agreement or the transactions contemplated hereby
confidential, except as may be required by law or, in the case of
Buyer, as may be necessary in the ordinary conduct of the
business by the company after the closing date.

      0.     NO THIRD PARTY BENEFICIARIES. This Agreement is
solely for the benefit of the parties hereto and no provision of
this Agreement shall be deemed to confer upon other third
parties, any remedy, claim, liability, reimbursement, cause of
action or other right.

      P.     FACSIMILE SIGNATURES. This Agreement and the other
documents required herein, maybe executed and accepted by signing
the respective documents and transmitting the same by facsimile
transmission to the other parties, and a facsimile signature
shall be as effective as an original signature. Subsequent to the
facsimile execution and acceptance, multiple copies of the
documents shaft be circulated for original signatures, such that
each party promptly receives a true and complete copy with
original signatures.

      Q.     IDIVIDUAL SIGNATURES. The individuals, John D. Pence
and Philip S. Neff, signing below, agree to be bound by the terms
and conditions contained herein.

      IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.


                    SELLER:

                           REAL GOODS TRADING CORPORATION


                        BY:[S]JOHN SCHAEFFER
                      NAME:   JOHN SCHAEFFER
                     TITLE:   PRESIDENT

                     BUYER:

                           SNOW BELT FIREPLACE & STOVE SHOP, INC.

                        BY:[S]JOHN PENCE                        
                      NAME:   John Pence
                     TITLE:   President

                        BY:[S]PHILIP S. NEFF                    
                      NAME:   Philip S. Neff
                     TITLE:   Treasurer

                           [S]JOHN PENCE                        
                              John Pence, Individually

                           [S]PHILIP S. NEFF
                              Philip S. Neff, Individually