EXHIBIT 10.6

                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 14th,
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



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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 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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     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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     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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     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

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     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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     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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     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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                            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.


                            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

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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, documenta
tion, 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,

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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>
<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>
<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>
<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>
<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