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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ______ to ______.

                        Commission File Number 001-15469

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

              DELAWARE                                      61-1325129
    (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                   Identification Number)


          5611 Fern Valley Road                               40228
           Louisville, Kentucky                             (Zip Code)
(Address of principal executive offices)


       (Registrant's telephone number, including area code, 502-968-2020)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     As of October 31, 2001,  7,744,461 shares of the Registrant's common stock,
$.001 par value, were issued and outstanding.

--------------------------------------------------------------------------------
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
                                TABLE OF CONTENTS


Part I Financial Information
     Item 1. Financial Statements.............................................1
         Condensed Consolidated Balance Sheets................................1
         Condensed Consolidated Statements of Operations......................2
         Condensed Consolidated Statements of Cash Flows......................3
         Notes to Condensed Consolidated Financial Statements.................4
     Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations...........................................13
     Item 3. Quantitative and Qualitative Disclosures About Market Risk......21
Part II Other Information
     Item 1. Legal Proceedings...............................................23
     Item 2. Changes in Securities and Use of Proceeds.......................23
     Item 3. Defaults Upon Senior Securities.................................23
     Item 4. Submission of Matters to a Vote of Security Holders.............24
     Item 5. Other Information...............................................25
     Item 6. Exhibits and Reports on Form 8-K................................25
-----

<PAGE>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                     December 31,   September 30
Assets                                                   2000       (Unaudited)
                                                         ----       -----------
Current assets:
   Cash and equivalents                             $    392,326   $  2,361,281
   Receivables:
     Trade                                             3,438,066      3,527,029
     Finance                                              25,272          8,677
     Related party                                        12,238              -
     Other                                               590,392        295,725
   Costs in excess of billings on uncompleted
     contracts                                         1,066,583      1,033,179
   Inventories                                         1,731,806      1,681,411
   Prepaid expenses and other current assets             391,411        466,145
                                                    -------------  -------------
Total current assets                                   7,648,094      9,373,447

Property and equipment, net                            2,923,778      2,800,899

Other assets:
   Goodwill, net                                      60,562,416     59,027,045
   Finance receivables                                   110,173         34,491
   Other assets                                          466,346        286,174
                                                    -------------  -------------
                                                      61,138,935     59,347,710
                                                    -------------  -------------

Total assets                                        $   ,710,807   $ 71,522,056
                                                    =============  =============

Liabilities and stockholders' equity Current liabilities:
   Accounts payable                                 $  4,401,992   $  4,026,126
   Accrued expenses                                    3,266,230      3,223,906
   Billings in excess of costs on uncompleted
     contracts                                           961,998      1,287,661
   Income taxes payable                                        -         18,648
   Current portion of long-term debt                     368,678        337,935
                                                    -------------  -------------
Total current liabilities                              8,998,898      8,894,276

Long-term debt                                        22,946,889     17,111,824
Due to sellers of acquired businesses                    450,000              -
Other long-term liabilities                              371,538        306,425

Mandatorily redeemable preferred stock:
   Series D, $.001 par value (aggregate
     redemption amount and liquidation
     preference of $4,564,850 at December
     31, 2000 and $4,784,500 at September
     30, 2001); 1,500,000 shares authorized;
     912,970 shares issued and outstanding at
     December 31, 2000; 956,900 shares issued
     and outstanding at September 30, 2001             4,564,850      4,784,500
   Series E, $.001 par value (aggregate
     redemption amount and liquidation preference
     of $1,628,713 at December 31, 2000 and
     $1,962,771 at September 30, 2001);
     500,000 shares authorized; 300,000 shares
     issued and outstanding at December 31, 2000;
     336,600 shares issued and outstanding at
     September 30, 2001                                1,628,713      1,962,771

Stockholders' equity:
   Preferred stock, 2,975,000 shares authorized:
     Series A, $.001 par value; none issued                    -              -
     Series B, $.001 par value; none issued                    -              -
   Common stock, $.001 par value; 25,000,000
     shares authorized; 7,726,461 shares issued
     and outstanding at December 31, 2000 and
     7,744,461 shares issued and outstanding
     at September 30, 2001                                 7,726          7,744
   Paid-in capital                                    64,143,792     64,875,248
   Accumulated deficit                               (31,401,599)   (26,420,732)
                                                    -------------  -------------
Total stockholders' equity                            32,749,919     38,462,260
                                                    -------------  -------------

Total liabilities and stockholders' equity          $ 71,710,807   $ 71,522,056
                                                    =============  =============
                             See accompanying notes.

                                       1
<PAGE>

                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                           For the three months ended  For the nine months ended
                                   September 30,              September 30,
                                2000          2001         2000         2001
                                ----          ----         ----         ----

Revenues                    $26,384,581  $22,639,563  $ 75,091,069  $68,194,587

Cost of revenues earned      12,449,583   10,987,143    35,798,957   32,323,062
                            ------------ ------------ ------------- ------------

Gross profit                 13,934,998   11,652,420    39,292,112   35,871,525

Selling, general and
  administrative expenses    12,230,914   10,359,803    39,938,060   32,753,412
Unusual charges                       -            -    10,745,000            -
Depreciation expense            257,507      292,175       803,230      853,485
Amortization expense            758,524      703,862     2,504,773    2,101,285
                            ------------ ------------ ------------- ------------

Income (loss) from
  operations                    688,053      296,580   (14,698,951)     163,343

Interest expense             (1,270,204)    (618,549)   (3,512,529)  (2,305,079)
Interest income                  32,109       16,255       137,622       46,094
                            ------------ ------------ ------------- ------------

Loss before income taxes       (550,042)    (305,714)  (18,073,858)  (2,095,642)

Income tax expense               36,000        2,000     1,765,000       73,600
                            ------------ ------------ ------------- ------------

Loss before extraordinary
  item                         (586,042)    (307,714)  (19,838,858)  (2,169,242)

Extraordinary item--gain
  on forgiveness of debt              -            -             -    7,150,109
                            ------------ ------------ ------------- ------------

Net income (loss)              (586,042)    (307,714)  (19,838,858)   4,980,867

Less preferred stock dividends:
 Series C cash dividends              -            -      (100,800)           -
 Series C non-cash dividends   (541,619)           -    (1,551,689)           -
 Series D undeclared dividends  180,000            -             -            -
 Series E undeclared dividends  (83,342)     (50,906)      (83,342)    (151,058)
Plus:
  Benefit of Series D preferred
    stock redemption                  -            -             -      397,350
                            ------------ ------------ ------------- ------------
                               (444,961)     (50,906)   (1,735,831)     246,292
                            ------------ ------------ ------------- ------------

Income (loss) attributable
  to common stockholders    $(1,031,003) $  (358,620) $(21,574,689) $ 5,227,159
                            ============ ============ ============= ============

Basic and diluted income
  (loss) per common share:

  Income (loss) attributable
   to common stockholders
   before extraordinary
   item                     $     (0.13) $     (0.04) $      (2.71) $     (0.23)
  Extraordinary item                  -            -             -         0.86
                            ------------ ------------ ------------- ------------
  Income (loss) attributable
   to common stockholders   $     (0.13) $     (0.04) $      (2.71) $      0.63
                            ============ ============ ============= ============

                             See accompanying notes.

                                      2

<PAGE>



                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                      For the nine months ended
                                                            September 30,
                                                     ---------------------------
                                                          2000          2001
                                                          ----          ----
Operating activities
Net income (loss)                                     $(19,838,858) $ 4,980,867
Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operations:
     Depreciation and amortization                       3,308,003    2,954,770
     Deferred income taxes                               1,728,000            -
     Accretion of debt discount                          1,199,997      795,351
     Interest forgiven                                           -      360,000
     Interest added to principal                                 -      812,498
     Extraordinary item--gain on forgiveness of debt             -   (7,150,109)
     Unusual charges                                    10,745,000            -
     Loss on finance receivables                           380,000            -
     Other                                                 148,934            -
     Changes in operating assets and liabilities         1,781,934       96,268
                                                      ------------- ------------
Net cash provided by (used in) operating activities       (546,990)   2,849,645

Investing activities
Acquisitions of businesses, net of cash acquired        (1,012,620)           -
Payments for purchase of property and equipment           (685,615)    (522,546)
Other                                                      196,320      282,880
                                                      ------------- ------------
Net cash used in investing activities                   (1,501,915)    (239,666)

Financing activities
Increase in long-term debt                                       -    7,291,618
Payments of long-term debt                                (315,605)  (8,002,403)
Redemption of Series D preferred stock                           -     (100,000)
Proceeds from issuance of warrants                               -      392,382
Financing costs                                                  -     (222,621)
Preferred stock dividends paid in cash                    (100,800)           -
                                                      ------------- ------------
Net cash used in financing activities                     (416,405)    (641,024)
                                                      ------------- ------------
Net increase (decrease) in cash and equivalents         (2,465,310)   1,968,955
Cash and equivalents at beginning of period              3,331,721      392,326
                                                      ------------- ------------
Cash and equivalents at end of period                 $    866,411  $ 2,361,281
                                                      ============= ============

                             See accompanying notes.

                                       3

<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (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 and  nine-month
periods ended September 30, 2001, are not necessarily  indicative of the results
that may be expected for the year ended December 31, 2001.

     For further information, refer to the consolidated financial statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000.

2. New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December  15,  2001.  Under  the  new  rules,  goodwill  will be  subject  to an
assessment for impairment by applying a fair-value-based test annually, and more
frequently  if  circumstances  indicate a possible  impairment.  If the carrying
amount of goodwill  exceeds the fair value of that goodwill,  an impairment loss
is recognized  in an amount equal to the excess.  Other  intangible  assets will
continue to be amortized over their useful lives.

     The Company will apply the new rules on  accounting  for goodwill and other
intangible  assets  beginning in the first quarter of 2002.  Application  of the
nonamortization   provisions   of  the   Statement   is  expected  to  eliminate
approximately $2.7 million of goodwill amortization  annually.  During 2002, the
Company will perform the first of the required  impairment  tests of goodwill as
of January  1, 2002 and has not yet  determined  what the effect of these  tests
will be on the earnings and financial position of the Company.

3. Inventories

     Inventories  consist  principally  of components for the  manufacturing  of
windows such as glass, vinyl and other composites, as well as parts and supplies
for retail operations.


                                       4
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

4. Income (Loss) per Common Share

     Income (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 and nine-month periods ended September 30, 2000
and 2001,  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 attributable to common  stockholders  before  extraordinary item
for the three-month  periods and the nine-month periods ended September 30, 2000
and 2001,  common share equivalents  outstanding would be anti-dilutive,  and as
such, have not been included in weighted average shares outstanding.

     Weighted  average  shares  outstanding  for the periods in which there were
losses attributable to common stockholders were as follows:

                                                       Weighted Average Shares
                Period                                      Outstanding
----------------------------------------------              -----------
For the three months ended September 30, 2000                8,033,010
For the three months ended September 30, 2001                8,305,804
For the nine months ended September 30, 2000                 7,954,513
For the nine months ended September 30, 2001                 8,297,892

     A reconciliation of income (loss) before extraordinary item attributable to
common  stockholders,  extraordinary  item,  and income (loss)  attributable  to
common  stockholders  used in computing  the per share amounts for the three and
nine months ended September 30, are as follows:

                                     Three Months              Nine Months
                                  Ended September 30,      Ended September 30,
                                 -------------------      -------------------
                                   2000       2001         2000         2001
                                   ----       ----         ----         ----
Loss before extraordinary
  item                        $  (586,042) $(307,714) $(19,838,858) $(2,169,242)
Preferred stock dividends, net
  of benefit of redemption       (444,961)   (50,906)   (1,735,831)     246,292
                              ------------ ---------- ------------- ------------
Loss before extraordinary item
  attributable to common
  stockholders                 (1,031,003)  (358,620)  (21,574,689)  (1,922,950)
Extraordinary item                      -          -             -    7,150,109
                              ------------ ---------- ------------- ------------
Income (loss) attributable
  to common stockholders      $(1,031,003) $(358,620) $(21,574,689) $ 5,227,159
                              ============ ========== ============= ============

5. Income Taxes

     Due to operating losses incurred in 2000,  management  concluded during the
quarter ended June 30, 2000,  that it is more likely than not that the Company's
deferred income tax assets will not be realized.  Accordingly,  the deferred tax
assets at June 30,  2000,  were fully offset by a valuation  allowance,  and the
income tax provision for the nine-month period ended September 30, 2000 includes

                                       5
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


5.  Income Taxes (Continued)

the effect of recognizing a valuation  allowance against the deferred tax assets
that existed at the beginning of 2000.  The Company has continued in 2001 to not
recognize  the benefit of its net deferred tax assets.  The income tax provision
for the three and nine-month  periods ended September 30, 2001 represents  state
income  taxes in those  states  where the  Company's  operations  are  reporting
taxable income.

6. Segment Information

     For the three and nine-month periods ended September 30, 2000 and 2001, 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.

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

     During the first half of 2000, the financial  services  segment  financed a
relatively  small  portion of the credit sales of the retail  segment.  Key Home
Credit, ThermoView's finance subsidiary, was closed in July 2000 since expanding
the subsidiary would have required considerable capital.

     Segment  information for the three and nine-months  ended September 30, was
as follows:

For the three
months ended            Manu-                  Financial
September 30, 2000    facturing      Retail    Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
external customers    $1,912,578  $24,471,309  $    694  $       -   $26,384,581
Intersegment revenues    516,312            -         -          -       516,312
Income (loss) from
operations                13,892    1,681,485   (18,654)  (988,670)      688,053
Total assets           7,847,708   67,023,721   416,826    593,594    75,881,849



                                      6

<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

6. Segment Information (Continued)

For the three
months ended            Manu-                  Financial
September 30, 2001    facturing     Retail     Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
external customers    $2,011,178  $20,597,090  $    324  $   30,973  $22,639,564
Intersegment revenues    324,172            -         -           -      324,172
Income (loss) from
operations               267,205      740,490    (1,953)   (709,162)     296,580
Total assets           6,758,946   62,239,048    55,885   2,468,177   71,522,056

For the nine
months ended            Manu-                  Financial
September 30, 2000    facturing     Retail     Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
external customers    $5,019,418  $70,040,587  $  31,063 $        - $75,091,069
Intersegment revenues  3,627,797            -          -          -   3,627,797
Restructuring charges
(see Note 7)           3,843,652    6,901,348          -          -  10,745,000
Income (loss) from
operations            (5,056,928)  (5,291,866)  (551,634)(3,798,523)(14,698,951)
Total assets           7,847,708   67,023,721    416,826    593,594  75,881,849

For the nine
months ended            Manu-                  Financial
September 30, 2001    facturing     Retail     Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
external customers    $5,123,143  $62,988,447  $     710 $   82,287 $ 68,194,587
Intersegment revenues    743,434            -          -          -      743,434
Income (loss) from
operations               342,946    2,001,157     (6,049)(2,174,711)     163,343
Total assets           6,758,946   62,239,048     55,885  2,468,177   71,522,056

7. Unusual Charges

     The Company's  results of operations for the three and  nine-month  periods
ended September 30, 2000,  include the following  amounts for entities closed in
2000:

                                                            Income (Loss) from
                                                             Operations Before
For the three months ended September 30, 2000                 Unusual Charges
---------------------------------------------                 ---------------
Precision                                                     $     (309,796)
American Home Developers                                             (97,964)

For the nine months ended September 30, 2000
---------------------------------------------
Precision                                                         (1,676,161)
American Home Developers                                            (426,300)

     The unusual charges consist of the following:

                                               American Home
                               Precision         Developers            Total

Goodwill write-off            $  3,075,484     $    6,891,348      $  9,966,832
Write down of tangible
  assets to net relizable
  value                            568,168             10,000           578,168
Additional warranty reserve        200,000                  -           200,000
                              ------------     --------------      ------------
                              $  3,843,652     $    6,901,348      $ 10,745,000
                              ============     ==============      ============


                                       7
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

7. Unusual Charges (Continued)

    Precision had significant  operating losses in 2000, and management was not
successful  in  locating  a  purchaser  of the  business.  Because  of the  poor
operating  performance  of  Precision  in 2000 and  anticipated  future  losses,
management  and the Board  decided  in June 2000 to close  this  subsidiary  and
abandon the business. The Company substantially completed this process in August
2000.  The  writedown  of tangible  assets to net  realizable  value noted above
relates  to  Precision's  inventories  and  equipment  sold  below cost based on
estimates of selling prices.  Precision's warranty reserve has been adjusted for
the expected  increase in warranty  costs which will occur as a result of having
to use an outside party to perform warranty work once Precision is closed.

     American  Home  Developers  incurred  losses and had negative  cash flow in
2000.  Since  this  subsidiary  sold  to  a  different  customer  base  and  the
development  of its product  mix was moving  contrary  to the  diversified  home
improvement  product mix of ThermoView's  other southern  California  locations,
management  concluded in June 2000 that closing this unprofitable  operation and
abandoning its underlying business was a better alternative than trying to merge
the subsidiary  with other  ThermoView  businesses.  The operation was closed in
July 2000.

8. Financing Arrangements

     On March 22, 2001, ThermoView  substantially  restructured its debt and its
Series D and Series E mandatorily redeemable preferred stock.

     In  connection  with  waiving  defaults at June 30, 2000,  PNC Bank,  N.A.,
required the Company to repay $5 million of its credit  facility by December 27,
2000.  The Company was unable to make the required  December  27, 2000  payment,
violated  various other  covenants,  and was declared in default by PNC in early
January 2001.  The  declaration  of default by PNC also served as a condition of
default under the senior subordinated promissory note to GE Equity. The PNC note
was purchased by GE Capital Equity Investments,  Inc. (GE Equity) and a group of
officers  and  directors of the  Company,  and all  defaults  relating to the GE
Equity note and the purchased PNC note were waived.

     Long-term debt as of September 30, 2001  reflecting the debt  restructuring
is as follows:

Senior debt (a):
   Series A - GE Equity                                      $ 2,813,153
   Series B - Officers, directors, employees and consultants   2,109,864
   Series C - GE Equity                                        5,206,220

Subordinated debt (b):
   GE Equity                                                   3,123,731
   GE Equity  - deferred interest                              1,112,498
Obligations related to guarantors of the PNC debt (c)          2,396,500
Other                                                            687,793
                                                             -----------
                                                             $17,449,759


                                       8
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

8. Financing Arrangements (Continued)

(a)  The Company owed PNC  $14,719,991  as of December 31, 2000.  Subsequent  to
     year-end,  PNC  exercised  their right to seize  $3,000,000  of  collateral
     provided to them by four  guarantors of the PNC debt.  This reduced the PNC
     debt balance to  $11,719,991.  The  remaining  balance of  $11,719,991  was
     settled  for cash of  $5,250,000  and the  issuance  of a warrant to PNC to
     purchase  200,000  shares of the Company's  common stock at $.28 per share.
     The warrant is exercisable  through March 2011.  The  forgiveness by PNC of
     principal  on the debt owed to it of  approximately  $6.5  million  and the
     accrued interest on the debt of approximately $360,000 from January 1, 2001
     through March 22, 2001, net of related  expenses of $245,882 which includes
     the $82,000 fair value of the common stock purchase  warrant issued to PNC,
     has been  reported by  ThermoView  as an  extraordinary  gain, in the first
     quarter of 2001.

      The settlement with PNC was consummated by restatement of the original PNC
      note dated August 31, 1998 and by issuing (i) a Series A sub-note  payable
      to GE Equity in the amount of $3,000,000;  (ii) Series B sub-notes payable
      to each of the  Series  B  lenders  (officers,  directors,  employees  and
      consultants)  in the total amount of $2,250,000;  and (iii) a new Series C
      sub-note  payable to GE Equity in the  amount of  $6,250,000  face  amount
      ($5,206,220  net of debt  discount at September 30, 2001)  representing  a
      portion of GE Equity's original subordinated note of $10,000,000. Also, GE
      Equity agreed to add interest on this $6,250,000  senior debt to principal
      through December 31, 2001. GE Equity's subordinated note is now reduced to
      $3,750,000  face amount  ($3,123,731 net of debt discount at September 30,
      2001).

      Collectively, the Series A, B and C sub-notes represent senior debt of the
      Company.  The senior  debt will bear  interest at a rate of 10% per annum,
      and will mature March 31, 2004. ThermoView also issued to the Series A and
      B senior lenders  warrants to purchase  957,030 shares of its common stock
      at $.28 per share. These warrants are exercisable  through March 2011. The
      fair value of the warrants amounting to $392,382 has been accounted for as
      debt  discount  and is being  amortized  over the term of the debt.  These
      warrants,  as well as the warrant  issued to PNC, have certain  demand and
      piggyback  registration rights with respect to common stock underlying the
      warrants.

(b)  The  GE  Equity   subordinated   debt  originally  had  a  face  amount  of
     $10,000,000,  and at September 30, 2001 had a balance of $8,329,951  net of
     debt  discount.  Since  $6,250,000  of  this  debt  became  senior  debt as
     discussed in (a) above, the remaining face amount is $3,750,000 ($3,123,731
     net of debt  discount at September  30,  2001).  The  maturity  date of the
     subordinated  debt was changed from July 2002 to April 30, 2004.  Also,  GE
     Equity agreed to add interest on the subordinated debt to principal for the
     fourth quarter of 2000 and all of 2001.

(c)  One of the four  guarantors,  Stephen A. Hoffmann,  Chairman of ThermoView,
     received a promissory  note for $900,000 at 6% interest in full  settlement
     of any potential obligation related to $1,500,000 of funds forfeited to PNC
     when they exercised their rights under their credit agreement. The $900,000
     note  matures June 30, 2004.  Total  interest on the note through  maturity

                                       9
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

8. Financing Arrangements (Continued)

     approximates  $176,000.  Since  the  principal  amount  of the note and the
     interest  totaling  approximately  $1,076,000  is less than the  $1,500,000
     obligation,  an extraordinary gain amounting to approximately  $424,000 has
     been reported by the Company in the first quarter of 2001, and the carrying
     amount of the obligation has been adjusted to approximately $1,076,000.

      In March 2001,  the Company also  delivered a promissory  note to a former
      director and officer of  ThermoView  and a guarantor of the PNC Bank debt,
      for $300,000 at 6% interest per annum in full  settlement of any potential
      obligation  related to  $500,000  of funds  forfeited  to PNC Bank when it
      exercised its rights under its credit  agreement.  This  obligation  has a
      carrying amount of  approximately  $358,000 (which includes total interest
      on the note through  maturity),  and an extraordinary gain related to this
      settlement  of  approximately  $142,000  has been  recorded  in the  first
      quarter of 2001.

      The other two guarantors who each guaranteed $500,000 of the PNC Bank debt
      did not settle possible  claims related to forfeiture of their  respective
      collateral.  The  Company  initially  offered  to settle  these  claims by
      issuing  promissory  notes for 60% of the total obligation (the same basis
      as  the  other  two  guarantors  settled).  The  Board  of  Directors  and
      management  of the Company  now have the  opinion,  because of  subsequent
      developments,  that none of the $1,000,000  remaining obligation should be
      paid. Nevertheless, the Company has recorded in the accompanying condensed
      consolidated  balance sheet as of September 30, 2001,  the $1,000,000 as a
      potential  long-term  obligation  not due until  after  all of the  senior
      restated notes mature, pending resolution of this matter.

     In  connection  with the  restructuring  of debt,  the Company  satisfied a
$450,000  obligation  due to sellers  that arose  during 2000 by issuing  53,400
additional  Series D shares of  preferred  stock  valued at $267,000  and 36,600
additional Series E shares valued at $183,000.  Terms of the Series D and Series
E preferred stock were also modified.  Dividends on the Series D preferred stock
still  commence  October 1, 2001, but are  accumulated  as additional  shares of
Series D stock  through  December 31, 2002.  Dividends on the Series E preferred
stock will accrue  from the  effective  date of the earlier of (a) the  original
issuance of the Series E  preferred  stock or (b) the  original  issuance of the
Series D preferred  stock that has been  cancelled  and  replaced  with Series E
preferred  stock.  Dividends  which  accrue from the period  beginning  from the
effective date of issuance of the Series E preferred stock through  December 31,
2002 will be paid by the issuance of an equivalent  amount of Series E preferred
stock.  Commencing January 1, 2003, dividends on the Series D and Series E stock
will be paid in cash.  Also, the mandatory  redemption  provision which requires
20% annual  redemption of this preferred  stock over a period of five years will
commence July 2004 instead of October 2001.

     In June 2001, the Company  redeemed 99,470 shares of its Series D preferred
stock with a carrying amount of $497,350 for $100,000 (all paid by September 30,
2001) from the prior owners of an acquired business.  The excess of the carrying

                                       10
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

8.  Financing Arrangements (Continued)

amount  over  the  consideration  given of  $397,450  has  been  reflected  as a
redemption  benefit  in  arriving  at  income  (loss)   attributable  to  common
stockholders in the accompanying condensed consolidated statements of operations
for the nine-month period ended September 30, 2001.

     In June 2001,  90,000 shares of Series D preferred stock valued at $450,000
and 18,000  shares of common stock valued at $10,800 were recorded as additional
consideration in connection with the Company's 1998 acquisition of Primax Window
Company.

9. Contingencies

     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,  a former  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 filed
a notice to  dismiss  certain  claims  and an answer  denying  liability  in the
remainder of the claims.  ThermoView  also exercised an election for the removal
of the action to the United  States  District  Court of Colorado in Civil Action
No.  00-B-722.  Pro  Futures  filed a motion to remand  the  action  back to the
original  venue.  The Court  rendered an opinion which  dismissed  certain named
individuals due to lack of personal jurisdiction in Colorado courts and retained
venue  within  the  United  States  District  Court.  The  Court  has  entered a
scheduling  order  establishing  a trial date in January 2002,  with a pre-trial
conference scheduled for December 2001. Factual discovery has now been completed
and the matter has been  submitted  to the court for entry of summary  judgment.
While  ThermoView  believes  that the suit is without merit and will continue to
vigorously  defend the suit,  no assurance can be made as to the outcome of this
matter  should the Court  overrule the pending  motion for summary  judgment and
proceed to trial by jury.  As a result,  no amounts  have been  provided  in the
accompanying consolidated financial statements.

     On August 1, 2001 a civil  action  styled Scott C.  Ferguson v.  ThermoView
Industries,  Inc.,  et. al.,  case no.  01-CI-05295,  was filed in the Jefferson
Circuit  Court in  Louisville,  Kentucky.  The suit  seeks  monetary  damages of
$200,000,  plus punitive damages,  due to the alleged violations,  by ThermoView
and a former officer of ThermoView,  of the general anti-fraud provisions of the
Kentucky  blue  sky  laws  and  common  law  fraud  related  to the  plaintiff's
investment in ThermoView's  Series A preferred stock. The parties to this action
have agreed that the suit will be held in abeyance  until such time as the Court
in the  Profutures  litigation  described  above renders a ruling on the pending
motion  for  summary  judgment  in that  action.  While  ThermoView  has not yet

                                       11
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

9.  Contingencies (Continued)

responded to the allegations, ThermoView believes that the suit has no merit and
that an  unfavorable  outcome  would not have a material  adverse  effect on the
results of operations and financial condition of ThermoView.

     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.

10. Stock Option Plan

     In July 2001,  the  Company's  stockholders  approved the 2000 Stock Option
Plan.  After  transfer  of the  remaining  shares from the 1999 Plan to the 2000
Plan, 1,400,000 shares are to be reserved for issuance under the 2000 Plan.

11. Subsequent Events

     In October 2001, the Company and Royal Group Technologies  Limited formed a
joint  venture,  which has  purchased  certain  assets  of  Complast,  Inc.  for
$1,100,000. Complast is a supplier of extruded components for the manufacture of
window systems, originally located in Minneapolis,  Minnesota. Upon acquisition,
the joint venture will be located in Winnipeg, Manitoba, Canada, in one of Royal
Group's manufacturing plants.

     Under the terms of the agreement,  ThermoView  owns 40 percent of the joint
venture and Royal Group owns 60 percent. The joint venture will produce and sell
extrusions consisting of composites of acrylonitrile butadiene styrene (ABS) and
other materials. Additionally, ThermoView agreed to purchase extrusions from the
joint  venture or an affiliate  of the Royal Group for seven  years,  subject to
meeting demand, being competitive and meeting industry quality standards.



                                       12
<PAGE>

Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
Of Operations

     This   report   on  Form  10-Q   contains   statements   which   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Such statements can be identified by the use of
forward-looking  terminology such as "believes,"  "expects," "may," "estimates,"
"will,"  "should,"  "plans" or  "anticipates"  or the negative  thereof or other
variations  thereon or comparable  terminology,  or by  discussions of strategy.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and that actual  results may vary  materially  from those in the
forward-looking  statements as a result of any number of factors,  most of which
are beyond the control of management.  These factors include  operating  losses,
continued and increased expenses, non-cash dividends and interest related to our
financings, and restrictions imposed by our senior and subordinated debt.

     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.

     The following  should be read in  conjunction  with the response to Part I,
Item  1.  of  this  Report  and the  Company's  audited  consolidated  financial
statements  contained in the  Company's  Annual Report on Form 10-K for the year
ended December 31, 2000. Any capitalized terms used but not defined in this Item
have the same meaning given to them in the Form 10-K.

Overview

     We design,  manufacture,  sell and install custom vinyl replacement windows
for residential and 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,  as well as
residential  roofing.  We have  financed a portion of our  customers'  purchases
through Key Home Credit, our consumer finance subsidiary. However, we closed our
finance  subsidiary  in July 2000  since  expanding  the  subsidiary  would have
required considerable capital.

     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 was
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

                                       13
<PAGE>

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 subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies
and to  unaffiliated  customers.  Sales  from the  manufacturing  segment to our
retail segment have been a larger  percentage of our  manufacturing  revenues in
prior years,  however, now all but one of our retail subsidiaries obtain windows
manufactured from unaffiliated vendors. We closed two of our three manufacturing
subsidiaries  in  2000  because  of  significant  losses  incurred  in  the  two
operations.  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.

     Financial Services. Our financial services segment financed credit sales of
our retail segment. We closed Key Home Credit, ThermoView's Owensboro, Kentucky,
finance  subsidiary,  in July 2000 since  expanding  the  subsidiary  would have
required  considerable capital. We decided that we could more effectively employ
capital to expand our retail business.

                                       14
<PAGE>

Historical Results Of Operations

                                              For the three      For the nine
                                              months ended       months ended
                                              September 30,      September 30,
                                              --------------     --------------
                                              2000      2001     2000      2001
                                              ----      ----     ----      ----
                                                       (In thousands)
Revenues..................................  $26,385  $22,640  $ 75,091  $68,195

Cost of revenues earned...................   12,450   10,987    35,799   32,323
                                            -------- -------- --------- --------

Gross profit..............................   13,935   11,653    39,292   35,872

Selling, general and administrative
   expenses...............................   12,231   10,360    39,938   32,755
Unusual charges...........................        -        -    10,745        -
Depreciation expense......................      258      292       803      853
Amortization expense......................      758      704     2,505    2,101
                                            -------- -------- --------- --------

Income (Loss) from operations.............      688      297   (14,699)     163

Interest expense..........................   (1,270)    (619)   (3,513)  (2,305)
Interest income...........................       32       16       138       46
                                            -------- -------- --------- --------

Loss before income taxes..................     (550)    (306)  (18,074)  (2,096)

Income tax expense........................       36        2     1,765       73
                                            -------- -------- --------- --------

Loss before extraordinary item............     (586)    (308)  (19,839)  (2,169)

Extraordinary item - gain on forgiveness
   of debt................................        -        -         -    7,150
                                            -------- -------- --------- --------

Net income (loss)                              (586)    (308)  (19,839)   4,981

Less preferred stock dividends:
   Series C cash dividends................        -        -      (101)       -
   Series C non-cash dividends............     (542)       -    (1,552)       -
   Series D undeclared dividends..........      180        -         -        -
   Series E undeclared dividends..........      (83)     (51)      (83)    (151)

Plus:
   Benefit of Series D preferred stock
      redemption..........................        -        -         -      397
                                            -------- -------- --------- --------
                                               (445      (51)   (1,736)     246
                                            -------- -------- --------- --------

Income (loss) attributable to common
   stockholders...........................  $(1,031) $  (359) $(21,575) $ 5,227
                                            ======== ======== ========= ========

Three Months Ended September 30, 2001 Compared to September 30, 2000

     Revenues. Revenues decreased from $26.4 million in 2000 to $22.6 million in
2001. This revenue  decrease of $3.8 million is due primarily to fluctuations in
quarterly revenues for certain retail subsidiaries.  Revenues from Thermo-Shield
decreased $1.8 million due to (a) changing its lead generation  strategy,  which

                                       15
<PAGE>

should improve its long-term performance but has an adverse effect on short-term
operating  performance  and cash flows;  and (b) the closing of an  unprofitable
branch  operation.  Thomas  Construction,   our  St.  Louis  retail  subsidiary,
experienced a  weather-related  revenue  decline in the third quarter of 2001 of
$1.4 million compared to the third quarter of 2000.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $13.9  million in 2000 to $11.7  million in 2001.  This
gross profit reduction  results from the volume decreases  discussed above. As a
percentage of revenues,  gross profit decreased from 52.8% for the quarter ended
September  30,  2000,  to 51.5% for the same  quarter in 2001.  The lower  gross
profit  percentage in the third quarter of 2001 results from  increased  product
costs in our  manufacturing  subsidiary  and a shift in  product  mix to selling
somewhat higher cost products at certain of our retail locations.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from  $12.2  million in the  quarter  ended
September  30,  2000 to $10.4  million  in the same  quarter  of 2001.  Selling,
general and  administrative  expenses as a percentage of revenues decreased from
46.4% in the third quarter of 2000,  to 45.8% in the third quarter of 2001.  The
decrease in selling, general and administrative expenses in the third quarter of
2001 represents a concerted  effort by management to reduce  corporate and field
expenses. We have taken steps to reduce  administrative  expenses principally by
terminating corporate employees and relocating our corporate headquarters to one
of our subsidiary  locations.  We are also taking steps to reduce administrative
expenses at all of our subsidiaries by eliminating personnel, merging operations
where appropriate, and standardizing procedures.

     Depreciation  Expense.  Depreciation expense increased from $258,000 in the
third  quarter of 2000 to $292,000 in the third  quarter of 2001, as a result of
capital expenditures in 2001.

     Amortization  Expense.  Amortization expense decreased from $758,000 in the
third  quarter of 2000 to $704,000 in the third  quarter of 2001.  This decrease
resulted  primarily from the  elimination of  amortization  of goodwill upon the
closure of American Home  Developers  and Precision  Window Mfg.,  Inc., in July
2000 and August 2000, respectively.

     Interest Expense. Interest expense decreased from $1.3 million in the third
quarter of 2000 to $619,000 in the third quarter of 2001. This decrease  results
from the reduction of interest related to the elimination of nearly $7.0 million
of  debt  during  the  first  quarter  of  2001  in   connection   with  a  debt
restructuring,  a 2% reduction in the stated interest rate on $10 million of our
debt, and extended  maturity dates on some of our debt which reduced the monthly
amounts of accretion of debt discount in the third quarter of 2001.

     Income Tax Expense. Because of operating losses incurred during the quarter
ended June 30, 2000,  management concluded that it was more likely than not that
the Company's  deferred tax assets would not be realized and,  accordingly,  the
deferred tax assets at June 30, 2000 were fully offset by a valuation allowance.
The Company  continued  in the second half of 2000 and in 2001 to not  recognize
the  benefit of its net  deferred  tax  assets.  Income tax expense in the third
quarter of 2001 relates to state income taxes.

                                       16
<PAGE>

     Series C Non-Cash  Dividends.  Non-cash dividends of $542,000 for the third
quarter  of  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  and stock
dividends paid to these stockholders. The Series C preferred stock was converted
to warrants in December 2000,  and there were,  therefore,  no similar  non-cash
dividends on this preferred stock in the third quarter of 2001.

     Series D  Undeclared  Dividends.  Holders of the Series D  preferred  stock
agreed to  restructure  their stock such that  dividends  payable to the holders
will not begin to accrue until October 1, 2001.  Accordingly,  the third quarter
of 2000 includes  reversal of the $180,000 of undeclared  dividends  reported in
the second quarter of 2000.

     Series E Undeclared  Dividends.  Series E undeclared dividends in the third
quarters of 2000 and 2001 represent  accrued dividends on the Series E preferred
stock.

Nine Months Ended September 30, 2001 Compared to September 30, 2000

     Revenues. Revenues decreased from $75.1 million in the first nine months of
2000 to $68.2 million in the same period of 2001. This revenue  decrease of $6.9
million is due primarily to fluctuations in revenues of our retail subsidiaries.
Revenues from Thermo-Shield  decreased $4.4 million due to (a) changing its lead
generation strategy,  which should improve its long-term  performance but has an
adverse effect on short-term  operating  performance and cash flows; and (b) the
closing  of  one  of  its  branch  operations  that  was  unprofitable.   Thomas
Construction,  our St. Louis subsidiary,  experienced a weather-related  revenue
decline of $1.6 million in the nine months ended  September 30, 2001 compared to
the same period last year.

     Gross Profit.  Gross profit  decreased from $39.3 million in the first nine
months  of 2000 to  $35.9  million  in the  first  nine  months  of  2001.  As a
percentage of revenues,  gross profit was 52.3% in the first nine months of 2000
compared to 52.6% in the first nine months of 2001.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative expenses decreased from $39.9 million in the first nine months of
2000 to $32.8  million in the first nine  months of 2001.  Selling,  general and
administrative  expenses as a percentage of revenues decreased from 53.2% in the
first  nine  months of 2000,  to 48.0% in the  first  nine  months of 2001.  The
decrease  in  selling,  general  and  administrative  expenses in the first nine
months of 2001 represents a concerted  effort by management to reduce  corporate
and  field  expenses.  We have  taken  steps to reduce  administrative  expenses
principally  by  terminating  corporate  employees and  relocating our corporate
headquarters  to one of our  subsidiary  locations.  We are also taking steps to
reduce  administrative  expenses  at  all  of our  subsidiaries  by  eliminating
personnel, merging operations where appropriate, and standardizing procedures.

     Unusual  Charges.  Unusual  charges for the first half of 2000 amounting to
$10.7  million  represent   primarily   goodwill  write  offs  for  two  of  our
subsidiaries  which were closed,  Precision and American Home  Developers,  plus
other asset write offs and expense accruals required by these closures.

                                       17
<PAGE>

     Depreciation  Expense.  Depreciation expense increased from $803,000 in the
first nine  months of 2000 to  $853,000  in the first  nine  months of 2001 as a
result of capital expenditures in 2000 and 2001.

     Amortization  Expense.  Amortization expense decreased from $2.5 million in
the first nine months of 2000 to $2.1  million in the first nine months of 2001.
This decrease results primarily from the elimination of amortization of goodwill
upon the closure of American Home Developers and Precision Window Mfg., Inc., in
July 2000 and August 2000, respectively.

     Interest Expense. Interest expense decreased from $3.5 million in the first
nine  months of 2000 to $2.3  million  in the first  nine  months of 2001.  This
decrease  results from the reduction of interest  related to the  elimination of
nearly $7.0 million of debt during the first quarter of 2001 in connection  with
a debt restructuring,  a 2% reduction in the stated interest rate on $10 million
of our debt,  and extended  maturity dates on some of our debt which reduced the
monthly  amounts of accretion of debt discount in the second and third  quarters
of 2001.

     Income Tax Expense.  Because of operating  losses  incurred  during the six
months ended June 30, 2000,  management  concluded  that it was more likely than
not  that  the  Company's  deferred  tax  assets  would  not  be  realized  and,
accordingly,  the  deferred  tax assets at June 30, 2000 were fully  offset by a
valuation allowance.  As a result,  income tax expense for the nine-month period
ended  September  30,  2000,  includes  the effects of  recognizing  a valuation
allowance against the deferred tax assets that existed at December 31, 1999. The
Company has  continued in 2001 to not  recognize the benefit of its net deferred
tax assets. Income tax expense in the first nine months of 2001 relates to state
income taxes.

     Extraordinary Item. The extraordinary item in the first nine months of 2001
represents a gain on forgiveness of debt in connection with the restructuring of
debt in March 2001. The $7.2 million  extraordinary  gain is net of expenses and
net of $82,000 of value  assigned to common stock  purchase  warrants  issued in
connection with the settlement reached with our former senior lender, PNC Bank.

     Series C Cash  Dividends.  The cash dividends of $101,000 in the first nine
months of 2000  represented  dividends on our  mandatorily  redeemable  Series C
convertible  preferred  stock.  The Series C preferred  stock was  converted  to
warrants in December 2000, and we paid no cash dividends on any preferred  stock
in the first nine months of 2001.

     Series C Non-Cash  Dividends.  Non-cash  dividends  of $1.6 million for the
first nine months of 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  and stock
dividends paid to these stockholders. The Series C preferred stock was converted
to warrants in December 2000,  and there were,  therefore,  no similar  non-cash
dividends on this preferred stock in the first nine months of 2001.

     Series E Undeclared  Dividends.  Series E undeclared dividends in the first
nine months of 2001 represent accrued dividends on the Series E preferred stock.

     Benefit of Series D Stock Redemption. We redeemed 99,470 shares of Series D
preferred  stock with a carrying  amount of $497,350 for  $100,000  (all paid by

                                       18
<PAGE>

September  30,  2001) from the prior  owners of an  acquired  business.  We have
reflected  the excess of the  carrying  amount over the  consideration  given of
$397,350 as a benefit of Series D redemption in the first nine months of 2001.

New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December  15,  2001.  Under  the  new  rules,  goodwill  will be  subject  to an
assessment for impairment by applying a fair-value-based test annually, and more
frequently  if  circumstances  indicate a possible  impairment.  If the carrying
amount of goodwill  exceeds the fair value of that goodwill,  an impairment loss
is recognized  in an amount equal to the excess.  Other  intangible  assets will
continue to be amortized over their useful lives.

     We will apply the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002. We expect that application of the
nonamortization  provisions of the Statement will eliminate  approximately  $2.7
million of goodwill  amortization  annually.  During  2002,  we will perform the
first of the  required  impairment  tests of goodwill as of January 1, 2002.  We
have not yet  determined the effect of these tests on our earnings and financial
position.

Liquidity And Capital Resources

     As of September  30, 2001,  we had cash and  equivalents  of $2.4  million,
working  capital of $479,000,  $17.1 million of long-term  debt,  net of current
maturities,  and $6.7 million of mandatorily  redeemable  preferred  stock.  Our
operating activities for the nine months ended September 30, 2001, provided $2.8
million of cash. Our operating  activities  for the nine months ended  September
30, 2000,  used $547,000 of cash. The  improvement in cash from  operations from
2000 to 2001 results from the steps taken by  management  to increase cash flows
as discussed later in this Liquidity and Capital Resources section.

     The use of $240,000 of cash for  investing  activities  for the nine months
ended September 30, 2001, related to the acquisition of $523,000 of property and
equipment  offset by collection of finance  receivables and other items. The use
of cash for investing  activities for the nine months ended  September 30, 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
$686,000 in the nine months ended September 30, 2000.

     Financing  activities  for the nine months ended  September 30, 2001,  used
$641,000  of  cash.  The  financing  activities  primarily  relate  to the  debt
restructuring  that  occurred  in  March  2001.  We used  $416,000  in cash  for
financing  activities in the nine months ended September 30, 2000,  comprised of
$101,000 for preferred stock dividends and $315,000 for repayment of debt.

     Under our financing  arrangements  (including  those  arrangements in place
after the debt restructuring discussed below), we have pledged substantially all
of our assets as  collateral.  We are  required  to maintain  certain  financial
ratios and to comply with various  other  covenants and  restrictions  under the
terms of the  financing  agreements,  including  restrictions  as to  additional
financings,   the  payment  of  dividends  and  the   incurrence  of  additional
indebtedness.  In connection  with waiving  defaults at June 30, 2000,  PNC Bank
required us to repay $5 million of our $15 million credit  facility with them by

                                       19
<PAGE>

December  27,  2000.  We were  unable to make the  required  December  27,  2000
payment,  violated various other covenants,  and were declared in default by PNC
Bank in early January 2001.  The  declaration of default by PNC Bank also served
as a condition of default under the senior  subordinated  promissory  note to GE
Equity.  GE Equity  and a group of our  officers  and  directors  in March  2001
purchased the PNC Bank note, and all defaults relating to the GE Equity note and
the purchased PNC Bank note were waived.

     If we default in the future under our debt  arrangements,  the lenders can,
among other items,  accelerate  all amounts owed and increase  interest rates on
our 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 the
lenders.

     The steps that  management  has taken to  increase  cash flows and  achieve
better operating results are as follows:

o  The  merger,   expansion  and  plant   relocation  of  two  of  our  acquired
   manufacturers  (Precision Window Mfg., Inc. and TD Windows, Inc.) during late
   1999  and  early  2000  was  unsuccessful,  resulting  in  closure  of  these
   businesses  in 2000,  which  eliminated  the  losses  and cash needs of these
   underperforming operations. In addition, our retail operations that relied on
   window  supplies  from these  manufacturers  had  improved  results when they
   shifted to unrelated window suppliers and again received high-quality windows
   on a timely basis.

o  American Home Developers, one of our southern California retail acquisitions,
   incurred  losses and had negative cash flow in the first half of 2000.  Since
   this subsidiary sold to a different  customer base and the development of its
   product mix was moving contrary to the diversified home  improvement  product
   mix of our other southern California locations,  management concluded in June
   2000 that closing this  unprofitable  operation and abandoning its underlying
   business was a better  alternative  than trying to merge the subsidiary  with
   our other businesses.

o  We closed  Key Home  Credit,  our  finance  subsidiary,  in July  2000  since
   expanding the subsidiary would have required considerable capital. We decided
   that we could more effectively employ capital to expand our retail business.

o  We have taken  steps to reduce  administrative  expenditures  principally  by
   terminating corporate employees and relocating our corporate  headquarters to
   one of our subsidiary locations.

o  We are also taking steps to reduce administrative  expenditures at all of our
   subsidiaries by eliminating personnel,  merging operations where appropriate,
   and standardizing procedures.

o  We have  restructured our debt to eliminate the need for any significant debt
   payments until 2004. In connection with the restructuring, some 2001 interest
   was  forgiven and some will be added to principal so that we will have to pay
   cash interest of approximately  $500,000 in 2001 compared to cash interest of
   approximately $2.9 million in 2000.

                                       20
<PAGE>


o  We have restructured our mandatorily  redeemable preferred stock to eliminate
   the  payment of all cash  dividends  until  2003 and to defer any  redemption
   until 2004. In the second  quarter of 2001, we redeemed  $497,350 of Series D
   preferred  stock for $100,000 cash (all paid as of September  30,  2001).  We
   undertook this  redemption to preserve  future cash by eliminating  dividends
   and further redemption requirements.

     Considering  the impact of all of the above steps taken by  management,  we
believe that our cash flow from operations will allow us to meet our anticipated
needs during at least the next 12 months for:

o  debt service requirements;

o  working capital requirements; and

o  planned property and equipment capital expenditures.

     We also believe in the longer term that cash will be sufficient to meet our
needs.  However,  we do not expect to continue our  acquisition  program  unless
compelling  opportunities  develop  consistent  with our available cash. We have
decided,  for now,  to focus on  improving  the  profitability  of our  existing
operations  and  expanding the market areas of our retail  subsidiaries.  We are
focusing on  expanding  home  improvement  products  and  services to all of our
markets. We will also continue the effort to identify and implement  operational
and marketing efficiencies throughout the organization.

     On or before our debt matures in 2004, we anticipate  either  extending the
term of our current  financing or refinancing  it.  Management  intends to begin
reducing  debt by  internally  generated  cash in 2002,  but will keep  adequate
levels of cash on hand for working capital purposes.

     We do not expect annual  capital  expenditures  for the next three years to
significantly  vary from amounts  reported for the last three years,  which have
been in the range of $800,000 to $900,000 annually.

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of operations or cash flow during the next twelve months  because of the
Pro Futures or the Ferguson  litigation  described in Item 3, Legal Proceedings.
Although  ThermoView  believes  the  claims in the Pro  Futures  litigation  are
without  merit and intends 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.  ThermoView  believes that the Ferguson suit has no
merit and that an unfavorable  outcome would not have a material  adverse effect
on the results of operations and financial condition of ThermoView.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

     In March 2001, we restructured  our debt and, as a result,  all of our debt
is fixed rate debt. 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 currently  outstanding,  a 10% change in interest rates (for

                                       21

<PAGE>

example, from 10% to 11%) would not have resulted in a significant change in the
fair value of our fixed-rate debt.





                                       22
<PAGE>

                           Part II - OTHER INFORMATION

Item 1. 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,  a former  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 filed
a notice to  dismiss  certain  claims  and an answer  denying  liability  in the
remainder of the claims.  ThermoView  also exercised an election for the removal
of the action to the United  States  District  Court of Colorado in Civil Action
No.  00-B-722.  Pro  Futures  filed a motion to remand  the  action  back to the
original  venue.  The Court  rendered an opinion which  dismissed  certain named
individuals due to lack of personal jurisdiction in Colorado courts and retained
venue  within  the  United  States  District  Court.  The  Court  has  entered a
scheduling  order  establishing  a trial date in January 2002,  with a pre-trial
conference scheduled for December 2001. Factual discovery has now been completed
and the matter has been  submitted  to the court for entry of summary  judgment.
While  ThermoView  believes  that the suit is without merit and will continue to
vigorously  defend the suit,  no assurance can be made as to the outcome of this
matter  should the Court  overrule the pending  motion for summary  judgment and
proceed to trial by jury.  As a result,  no amounts  have been  provided  in the
accompanying consolidated financial statements.

     On August 1, 2001 a civil  action  styled Scott C.  Ferguson v.  ThermoView
Industries,  Inc.,  et. al.,  case no.  01-CI-05295,  was filed in the Jefferson
Circuit  Court in  Louisville,  Kentucky.  The suit  seeks  monetary  damages of
$200,000,  plus punitive damages,  due to the alleged violations,  by ThermoView
and a former officer of ThermoView,  of the general anti-fraud provisions of the
Kentucky  blue  sky  laws  and  common  law  fraud  related  to the  plaintiff's
investment in ThermoView's  Series A preferred stock. The parties to this action
have agreed that the suit will be held in abeyance  until such time as the Court
in the  Profutures  litigation  described  above renders a ruling on the pending
motion  for  summary  judgment  in that  action.  While  ThermoView  has not yet
responded to the allegations, ThermoView believes that the suit has no merit and
that an  unfavorable  outcome  would not have a material  adverse  effect on the
results of operations and financial condition of ThermoView.

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults Upon Senior Securities

         None.

                                       23
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

a. ThermoView held its annual meeting of stockholders on July 26, 2001, at 10:00
   a.m.,  eastern  daylight time, at the Louisville  Marriott East, 1903 Embassy
   Square Boulevard, Louisville, Kentucky.

b. At the annual  meeting,  stockholders  elected three  individuals as Class II
   members of our Board of Directors.

                                                                        Broker
                                                                         Non
       Name                     For     Against  Withheld  Abstentions  Votes
       ----                     ---     -------  --------  -----------  -----
J.Sherman Henderson, III     6,657,656            50,532
Rodney H. Thomas             6,657,656            50,532
George T. Underhill, III     6,657,656            50,532

     At the annual  meeting,  stockholders  elected two individuals as Class III
members of our Board of Directors.

                                                                        Broker
                                                                         Non
       Name                     For     Against  Withheld  Abstentions  Votes
       ----                     ---     -------  --------  -----------  -----
Charles L. Smith             6,657,956            50,232
Robert L. Cox                6,657,990            50,198

     At the annual  meeting,  stockholders  elected one  individual as a Class I
member of our Board of Directors.

                                                                        Broker
                                                                         Non
       Name                     For     Against  Withheld  Abstentions  Votes
       ----                     ---     -------  --------  -----------  -----
Bruce C. Merrick             6,652,192            55,996

     The following  directors  remained on the Board of Directors as Class I and
Class III directors immediately after the annual meeting:

         Class I                                     Class III
         -------                                     ---------
         Ronald L. Carmicle                          Stephen A. Hoffmann
         Raymond C. Dauenhauer

c. In addition to the election of six directors,  the stockholders  voted on the
   following matters:

   (i) Approved the 2000 Stock Option Plan.

                                                                    Broker
      For        Against       Abstained        Abstentions        Non Votes
      ---        -------       ---------        -----------        ---------
   3,122,817     270,156         43,026

                                       24
<PAGE>

   (ii) Ratified the selection of Ernst & Young LLP as our independent  auditors
        for the 2001 fiscal year.

                                                                    Broker
      For        Against       Abstained        Abstentions        Non Votes
      ---        -------       ---------        -----------        ---------
   6,668,423       8,391         30,834

d. Not applicable.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

      Reference  is made to the  Index of  Exhibits  immediately  preceding  the
      exhibits hereto (beginning on page 26), which index is incorporated herein
      by reference.

(b) Reports on Form 8-K.

      None.






                                       25

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                     ThermoView Industries, Inc.



Date:  November 14, 2001            By:      /s/ Charles L. Smith
                                    -----------------------------------------
                                    Charles L. Smith,
                                    Chief Executive Officer
                                    (principal executive officer)


Date:  November 14, 2001            By:      /s/ James J. TerBeest
                                    -----------------------------------------
                                    James J. TerBeest,
                                    Chief Financial Officer
                                    (principal financial and accounting officer)


                                       26
<PAGE>



                                INDEX TO EXHIBITS

  Exhibit
   Number                     Description of Exhibits

10.107 -- Agreement  dated as of October 12, 2001 by and between  Registrant and
          Dynast Plastics Limited.


                                       27

<PAGE>

Exhibit 10.107

                                A G R E E M E N T

     THIS AGREEMENT  dated as of the 12th day of October,  2001, is made between
DYNAST PLASTICS LIMITED  ("Plastics"),  a Manitoba  corporation,  and THERMOVIEW
INDUSTRIES,   INC.   ("Industries"),   a  Delaware   corporation  (said  parties
hereinafter sometimes referred to individually as "Shareholder" and collectively
as "Shareholders").

                                 R E C I T A L S

A.  Plastics,  inter alia,  is engaged in the  business of  manufacturing  vinyl
profiles.

B. Industries,  inter alia, is engaged, with its affiliates,  in the business of
fabricating and/or selling vinyl windows of all kinds.

C. The  Shareholders  have agreed,  upon the terms and subject to the conditions
hereinafter  set forth,  to establish a  corporation  under the laws of Manitoba
("Corporation")  for the purpose of establishing and developing a plastics/vinyl
extrusion operation in Winnipeg,  Manitoba,  Canada, for the production and sale
of Products (as hereinafter defined) primarily to Industries.

D. The Shareholders have agreed to purchase for and on behalf of the Corporation
certain assets of Complast, Inc. ("Complast").

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants,  promises, agreements and provisos hereinafter contained, the parties
agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS

1.1 Various  Definitions - In this Agreement the following  terms shall have the
following meanings:

(a)"Agreement"  shall mean this agreement dated as of the 17th day of September,
   2001 between  Plastics and  Industries,  as the same may hereafter be amended
   and supplemented.

(b)"Articles"  shall mean the Articles of Incorporation of the Corporation to be
   in the form annexed hereto as Exhibit 1, as the same may hereafter be amended
   from  time to time in  accordance  with  Manitoba  and  other  laws  and this
   Agreement.

(c)"By-Laws"  shall  mean  the  By-Laws  of the  Corporation  to be in the  form
   annexed  hereto as Exhibit 2, as the same may  hereafter be amended from time
   to time in accordance with Manitoba and other laws and this Agreement.

(d)"Complast  Transaction" shall mean that transaction pursuant to which certain
   assets of Complast are purchased.


                                     28
<PAGE>

(e)"Corporation"  shall  mean the  Corporation  to be  formed  by  Plastics  and
   Industries under the laws of Manitoba,  Canada, pursuant to and in accordance
   with this Agreement.

(f)"Individual  Interest"  shall mean a  Shareholder's  interest  in the capital
   stock of the  Corporation  in  accordance  with the  percentage  set forth in
   Section 2.5.

(g)"Manager"  shall  mean  the  person  or  entity  acting  as  manager  of  the
   Corporation from time to time under the Services  Agreement and any permitted
   successor thereof.

(h)"Products"  shall mean  extrusions  consisting  of a composite  of  primarily
   acrylonitrile  butadiene  styrene and other materials ("ABS") produced by the
   Corporation and useable for the fabrication and assembly of windows.

(i)"Services  Agreement" shall mean the agreement relating to the services to be
   performed  by the  Manager  for the  benefit of the  Corporation  in the form
   annexed  hereto  as  Exhibit  3, as the same may  hereafter  be  amended  and
   supplemented.

1.2  Interpretations.  Unless  the  context  requires  otherwise,  the  singular
includes  the plural and vice versa.  The Article and Section  headings  are for
convenience  only and neither  limit nor amplify any of the  provisions  of this
Agreement.

                                   ARTICLE II
                                 THE CORPORATION

2.1 Formation.  Forthwith upon completion of the Complast Transaction,  Plastics
and Industries  shall undertake all action necessary to cause the Corporation to
be incorporated under the laws of the Province of Manitoba.

2.2 Name.  The name of the  Corporation  shall be "DyCom  Limited" or such other
name as the Shareholders shall determine.

2.3 Articles and By-Laws.  The initial  Articles and By-Laws of the  Corporation
shall be  substantially  in the content and form annexed hereto as Exhibit 1 and
2, respectively, with only such changes therein or amendments thereto, from time
to time, as the Shareholders may mutually determine. In the event of conflict or
inconsistency  between this  Agreement  and the Articles  and/or  By-laws,  this
Agreement shall control.

2.4  Capitalization  and Loan. In accordance with the Articles,  the Corporation
shall be permitted to have  authorized  and issued and  outstanding  only common
shares  without par value of a single class with equal  rights,  privileges  and
obligations.  Plastics  hereby  subscribes  for sixty  (60)  Common  Shares at a
purchase  price of one  dollar  ($1.00  Cdn.) per share  and  Industries  hereby
subscribes for forty (40) Common Shares at a purchase price of one dollar ($1.00
Cdn.) per share. No further or other shares shall be issued in the capital stock
of the Corporation  without the prior written consent of the  Shareholders.  For

                                       29
<PAGE>

purposes of completion of the Complast  Transaction,  acquisition  of additional
equipment  necessary  for  production  of Products,  and working  capital of the
Corporation,  Plastics  shall  provide to the  Corporation  a loan in the amount
determined  necessary by Plastics in lawful currency of Canada and/or the United
States of America (the "Loan"). The Loan shall bear interest,  if denominated in
U.S.  currency,  at the rate equal to the U.S. prime lending rate as established
and published in the Wall Street  Journal,  from time to time, plus two (2%) per
cent, and if denominated in Canadian currency,  at the rate equal to The Bank of
Nova  Scotia  prime  lending  rate,  from time to time,  plus two (2%) per cent,
calculated and payable monthly,  in arrears, in applicable  currency,  and shall
have an initial  maturity  date of December  31, 2003  subject to  prepayment(s)
thereof as provided for in Article V hereof.  Upon the request of Plastics,  the
Corporation and Plastics shall enter into a loan agreement  substantially in the
content and form of that annexed hereto as Exhibit 4.

     As security for repayment of the Loan  outstanding  from time to time,  the
Corporation  shall grant to Plastics a continuing  security  interest and charge
upon  all  assets  of  the  Corporation,   including,  without  limitation,  all
equipment,   machinery,   accounts  receivable  and  inventory.  Limited  hereby
authorizes  and  directs  Plastics  to cause  the  Corporation  to  execute  the
requisite  security documents and to create and perfect the security interest as
aforesaid (the "Loan Security").

2.5 Ownership and Share. The respective Individual Interests of the Shareholders
in all of the issued and outstanding  capital stock of the Corporation  shall be
initially on a 60/40 percentage  basis and thereafter in such other  percentages
as may from time to time result from any transfer or assignment  or  acquisition
of the whole or any part of a Shareholder's  Individual Interest pursuant to and
as permitted by this Agreement.  The parties agree that Plastics and Industries,
respectively,  shall be  entitled  to  incorporate  or  designate  an  entity to
subscribe for shares as it's interest appear hereinabove,  which entity, for all
purposes hereof, shall be construed as being the Shareholder.

2.6  Location.  The  principal  place of  business of the  Corporation  shall be
located at the City of Winnipeg, in the Province of Manitoba, Canada, within the
place of business of Plastics.

2.7 Purpose and Scope.  The  purpose and scope of the  Corporation  shall be the
establishment,  development  and operation of an ABS  extrusion  business at its
principal  place  of  business  for  the  production  and  sale of  Products  to
Industries  and others,  such  operation  to commence as soon as possible  after
completion of the Complast Transaction.

2.8  Additional  Shareholders'  Loans.  Plastics  agrees to extend  loans to the
Corporation  in such amounts as may be required  from time to time in accordance
with the business plan approved by the  Shareholders,  upon terms and conditions
including those established by Section 2.4 hereof.

                                   ARTICLE III
                                   MANAGEMENT

3.1 Board of  Directors.  The board of directors  shall be comprised of five (5)
members. Plastics, at all times, shall be entitled to designate or appoint three
(3) of the members of the board of directors and Industries shall be entitled to
designate  or  appoint  two (2) of the  members of the board of  directors.  The
initial members  designated by Plastics are Vic De Zen, Al Schoffner and Douglas

                                       30
<PAGE>

Dunsmuir and the initial  members  designated by Industries are Charles L. Smith
and James  TerBeest.  Plastics shall be entitled to appoint one of its designees
as the  chairman of the board who shall  preside at all meetings of the board of
directors.  Pursuant to this Section 3.1,  each  Shareholder  agrees to take all
acts  (including  the voting of shares)  necessary  to cause the election of the
other Shareholder's  authorized  designee(s) to the board of directors.  Each of
Plastics and Industries may also appoint up to three (3) non-voting observers to
attend all meetings of shareholders and directors of the Corporation.

3.2  Quorum  and  Voting.  Three (3)  members  of the board of  directors  shall
constitute  a  quorum  at all  meetings  of  the  board  of  directors  for  the
transaction of business.  All decisions made at directors meetings shall be made
by majority vote.

3.3 Notice,  Location of Meetings,  Etc.. The notice and location of meetings of
the board of directors of the Corporation, as well as the method by which action
may  be  adopted  by  the  directors,  shall  be as set  forth  in the  By-Laws.
Notwithstanding  any  provision to be the contrary  contained in any  applicable
company law, the By-Laws of the  Corporation  shall provide for a minimum notice
period of ten (10) days for meetings of the board of directors.

3.4  Officers.   As  promptly  as  possible   following  the  formation  of  the
Corporation,  the Shareholders  shall cause the directors by resolution to elect
the following  persons to the designated  offices of the Corporation to serve in
accordance with the By-Laws of the Corporation:

           President                 -        designee of Plastics
           Secretary                 -        designee of Plastics


     Pursuant to this Section 3.4, each Shareholder  shall agree to and take all
acts  (including  voting  by its  designated  director)  necessary  to cause the
election of the Plastics' designees as the aforesaid officers.

3.5 Manager.  Subject to the control,  direction and supervision of the board of
directors of the Corporation, Plastics, through the officers of the Corporation,
and pursuant to the terms of Exhibit 3 of this  Agreement,  shall be the Manager
and manage and conduct the day-to-day business and operations of the Corporation
in the ordinary and usual course of business and within the scope and purpose of
the Corporation  herein stated. It is agreed that the Corporation is not to have
any employees, other than sales personnel,  unless the Shareholders otherwise in
writing agree.

3.6 Directors' Action. Neither the Corporation,  the Manager nor any employee or
agent of either shall incur any costs or other obligations or make any decisions
for or on  behalf  of  the  Corporation  with  respect  to any of the  following
matters,  unless unanimously approved by the directors of the Corporation and by
the  Shareholders  at  a  duly  scheduled  meeting  of  the  directors  and  the
Shareholders or otherwise approved in writing as permitted by the By-Laws:

(a)approval  of any matter  set forth in this  Agreement  to require  the mutual
   agreement of the Shareholders;
(b) capital contributions;
(c) borrowing or other financing by the Corporation other than the Loan;


                                       31
<PAGE>

(d)dissolution or liquidation  of the  Corporation or the merger,  amalgamation,
   consolidation or sale of substantially all of the assets of the Corporation;
(e)hiring   by   the   Corporation   of   any   employee   (other   than   sales
   representative(s));
(f) any amendment of or waiver or consent in respect of the Services Agreement;
(g) sale or other disposition of any material asset of the Corporation;
(h) bringing or settlement of any lawsuits;
(i)other than the  agreement  referred to in paragraph  (f) above,  the entering
   into of any transaction by the Corporation with any Shareholder or affiliated
   company  or  person  of any  Shareholder,  including  any  employee  or agent
   thereof,  other than in the  ordinary  and usual  course of  business  of the
   Corporation;
(j)expansion  by the  Corporation  into  new  products  or new  markets,  or any
   material  or  significant   change  in  the  internal   organization  of  the
   Corporation or in its concepts, purpose or scope; and
(k) any change in the name or location of the Corporation.

                                   ARTICLE IV
                                    SERVICES

4.1 Plant.  In  accordance  with the terms and  conditions  of Exhibit 3 of this
Agreement,  Plastics shall, during the term of this Agreement, make available to
the Corporation at Winnipeg, Manitoba or such other location as the Shareholders
may agree,  sufficient  space,  facilities and services for the operation of the
business of the Corporation.

                                    ARTICLE V
                       PROFIT DISTRIBUTION AND ACCOUNTING

5.1  Dividends.  Subject  to the  requirements  of law and this  Agreement,  the
Shareholders  shall cause the  Corporation  to  distribute  to the  Shareholders
semi-annually  in  proportion to their  respective  Individual  Interests,  such
amount of the Corporation's net income after-tax for any year, together with all
amounts held by the Corporation in cash or other liquid form which are in excess
of the Corporation's operating cash requirements for the present or ensuing year
as may be determined by the Shareholders; Provided it is agreed that excess cash
shall first be used in repayment of the Loan and interest thereon.

5.2 Fiscal Year. The fiscal year of the Corporation shall end on September 30 or
on such other day of each year as the Shareholders, acting reasonably, may agree
upon.

5.3  Auditors.  The  auditors for the  Corporation  shall be KPMG LLP, who shall
review, examine and audit the books and records of the Corporation.

5.4  Accounting  Principles.  The books of account of the  Corporation  shall be
maintained in accordance with Canadian generally accepted accounting  principles
("G.A.A.P.") consistently applied and shall be in such form as may reasonably be
required by the Shareholders,  and reconciled to U.S.  G.A.A.P.  if required for
Industries.

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<PAGE>

5.5 Bank  Accounts.  The  Corporation  shall  maintain all of its bank  accounts
separate  from  those  of  Plastics  and its  affiliates  and all  funds  of the
Corporation shall flow through the Corporation's accounts.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

6.1 Complast Transaction. Plastics, on behalf of the Corporation, shall purchase
certain  assets from  Complast ( the  "Complast  Assets"),  in  accordance  with
agreements  approved by Plastics and Industries.  At the closing of the Complast
Transaction, Plastics shall provide to Industries a list of all Complast Assets.

6.2 Complast  Assets.  Those items of the Complast  Assets which are  determined
necessary  by  Plastics  to  produce  Products  shall be  transported  to and/or
installed in Plastics'  facility in Winnipeg.  The  Corporation  shall reimburse
Plastics  for (i) all costs  incurred by it regarding  the Complast  Transaction
(i.e. travel, accommodation,  etc.) and (ii) all transportation and installation
costs relating to the Complast Assets.  The balance of the Complast Assets shall
be stored, sold or scrapped as determined by Plastics. The net proceeds from any
disposition  of any of the  Complast  Assets  shall be paid to the  Corporation;
Provided in the event that such  redundant  assets are sold to an  affiliate  of
Plastics,  the book value  thereof as  established  in the Complast  Transaction
shall be paid to the Corporation.  Subject to the foregoing,  Plastics shall not
allow any person or entity other than the Corporation to use any of the Complast
Assets  unless  such  assets are first  either  sold to such person or entity or
otherwise  rented to such  person or entity  at market  rental  rates.  Although
certain of the Complast Assets will not be used by the  Corporation,  the entire
purchase  price paid for the  Complast  Assets  shall be the  obligation  of the
Corporation.

6.3 Complast PVC accounts.  Plastics (and its affiliates),  for its own account,
shall be entitled to sell  polyvinyl  chloride  ("PVC")  extrusions  and related
products to prior customers of Complast, without compensation of any kind to the
Corporation (or  Industries),  as only the ABS business of Complast shall accrue
to the Corporation.

6.4 Post Complast Transaction. After completion of the Complast Transaction:

(a)Industries,  in a prompt and orderly manner, shall convert  substantially all
   of its present PVC window offerings to ABS window  offerings,  maintaining at
   all times, no less than its present volume (on a percentage  basis) of window
   purchases from each of Winchester  Industries  Incorporated  and Great Lakes,
   subject to their  willingness to  participate on a competitive  basis in such
   conversion program;

(b)for the period expiring on December 31, 2008,  Industries and its affiliates,
   respectively,  shall (A) exclusively  purchase their entire needs for (1) ABS
   extrusions  from the  Corporation  and (2) ABS windows from  customers of the
   Corporation,  and (B) purchase  substantially  all of their needs for (1) PVC
   window  extrusions  from Plastics and its affiliates and (2) PVC windows from
   customers of Plastics and its affiliates,  all to the effect that during such
   period  Industries  and its  affiliates  shall  only sell ABS  windows  which
   exclusively  incorporate  extrusions  manufactured by the Corporation and PVC

                                       33
<PAGE>

   windows which substantially  incorporate extrusions  manufactured by Plastics
   and its affiliates  (the  "Industries  Purchase  Obligations").  All products
   supplied by Plastics and its affiliates shall be made available to Industries
   and its affiliates on competitive  pricing and terms, the initial pricing for
   PVC  extrusions  being  $1.60/lb.  on a blended  large/small  profile  basis;
   Provided  in the event that (i) the  Corporation  defaults in payment of Loan
   due  to the  Manager's  gross  negligence  and  Plastics  enforces  the  Loan
   Security, and (ii) Industries is not at such time in default hereunder,  then
   Industries shall be relieved of the Industries Purchase Obligation.

(c)the  Corporation  shall be charged  tooling costs by Plastics on the basis of
   $5,000.00 to $10,000.00 per die; and

(d)the  Corporation  shall  retain  such sales  representative(s)  and upon such
   terms and conditions as Plastics,  after consultation with Industries,  shall
   determine   reasonable   and   necessary  to  advance  the  business  of  the
   Corporation.

6.5 Plastics ABS Obligations.  So long as Industries or any of its affiliates is
(i) a  shareholder  of the  Corporation,  and (ii) not  competing,  directly  or
indirectly, with the Corporation, Plastics agrees that neither it nor any of its
affiliates shall manufacture, sell or distribute, either directly or indirectly,
in North  America,  any  composite  ABS window  product  other than  through the
Corporation.

                                   ARTICLE VII
                                SALE OF PRODUCTS

7.1 Rights of First Call in Respect of Corporation  Facilities.  The Corporation
shall use the facilities of the Corporation,  including, without limitation, the
space made  available  by Plastics to the  Corporation  under  Exhibit 3 to this
Agreement,  as  well  as all  labour  and  services  related  thereto,  for  the
production of Products  ordered by  Industries  and to be sold to it and for the
production  of Products for sale to third  parties,  subject at all times to the
prior right in such facilities granted for the production of Products ordered by
Industries.

7.2  Purchases  of  Products.  Subject  to the terms  hereof,  Industries  shall
exclusively  purchase its entire requirements for Products from the Corporation;
provided such purchase  obligation  is subject to the  Corporation:  (a) meeting
demand, (b) being price competitive, and (c) meeting industry quality standards.
All Products sold by the Corporation to Industries shall be sold on the basis of
the terms and  conditions  in effect from time to time on  Industries'  purchase
order or  similar  form  which  shall be  subject  to the  advance  approval  of
Plastics.  The price at which the Corporation  shall sell Products to Industries
shall be no greater  than the lowest  prices  charged to other  customers of the
Corporation  purchasing  like volumes of Products and shall be competitive  with
other ABS extrusion  pricing on the open market.  The Corporation shall purchase
all raw materials  necessary for  production of Products;  Provided in the event
Plastics sells goods to the Corporation,  the price at which Plastics shall sell
such raw  materials or other goods to the  Corporation  shall be at or below the
price for  similar  products  offered by  Plastics  or other  producers  of such
products in the North American continent,  taking into consideration the quality
of such products, and shall be the cost paid by Plastics.

                                       34
<PAGE>
     In the event that  Industries  shall  default in the timely  payment to the
Corporation  of  the  purchase  price  for  Products,   Industries   and/or  the
Shareholder  designated by it hereby irrevocably agrees,  authorizes and directs
the  Corporation to pay any and all  outstanding or future  dividends  otherwise
payable to the  Shareholder  designated  by Industries  to the  Corporation  for
application against payment of the outstanding balance of the indebtedness

     In the event that the  Corporation  shall default in the timely  payment to
Plastics of the  purchase  price owing to Plastics  for raw  materials  or other
goods  purchased  by  the  Corporation  from  it,   Industries  agrees  and  the
Corporation  does hereby  grant to Plastics a continuing  security  interest and
charge in favour  of  Plastics  upon the  assets of the  Corporation,  including
without limitation, all equipment,  machinery, accounts receivable and inventory
(the "Collateral").  Industries agrees to do all things reasonably  requested of
it to give effect to the perfection of the security  interest as aforesaid,  and
notwithstanding  anything  herein  contained to the contrary  Industries  hereby
authorizes  and  directs  Plastics  to cause the  Corporation  to  execute  such
documents and do such things as are necessary to create and perfect the security
interest as aforesaid.  In the event that the security  interest as aforesaid is
realized upon and the Collateral or a portion(s) thereof is taken by Plastics in
satisfaction of all or part of the said indebtedness then a credit note shall be
issued to the  Corporation,  in an amount equal to the book value of such assets
so taken as  recorded  in the  financial  records  of the  Corporation,  and the
Collateral so taken shall be deemed, as among the parties,  to be free and clear
of all liens and encumbrances of whatsoever nature and kind.

     The rights hereinbefore given to Plastics and the Corporation in respect of
means to effect the collection of monies due to them, respectively, are given in
addition to and not in substitution  for any other rights which they may have in
law.

7.3 Technology. The parties hereto acknowledge and agree:

(i)in respect of the dies and  tooling to be  acquired  and/or  utilized  by the
   Corporation  in the  manufacture  of Products,  that the  Corporation's  only
   proprietary  right in same shall be the right to require,  for so long as the
   Corporation and/or Industries is not in default  hereunder,  that no material
   shall  be  drawn  through  the dies and  tooling  without  the  Corporation's
   approval; and

(ii) that the  Corporation  shall  acquire  no  proprietary  or  other  right to
   technology  made  available  by  Plastics to the  Corporation  except for any
   technology and other proprietary rights acquired in the Complast Transaction.

                                  ARTICLE VIII
                           BUDGET, RECORDS AND REPORTS

8.1  Access  to  Records.   Each   Shareholder   through  its  duly   authorized
representatives shall be entitled at its own expense and at all reasonable times
to examine and make copies of any and all records,  reports and documents  which
are under the control of the Manager  which belong or relate to the  Corporation
or any undertaking, activity or operation of the Corporation.


                                       35

<PAGE>


8.2 Reports.

(a)Each  Shareholder,  as a cost  of the  Corporation,  shall  be  entitled,  as
   promptly  as  possible  after  their  preparation,  to copies of all  reports
   prepared  at  the  request  of  the   Shareholders  in  connection  with  all
   undertakings, activities and operations of the Corporation.

(b)Each Shareholder,  at its own cost and expense, may within reason require the
   Manager to furnish to it detailed  statements to be compiled from the records
   and  accounts of the  Corporation  or under the control of the Manager  which
   relate to any undertaking, activity or operation of the Corporation.

(c)Within thirty (30) days after each quarter of the Corporation's  fiscal year,
   the Manager shall furnish to each  Shareholder a balance sheet and profit and
   loss statement certified by the Manager to have been prepared, to the best of
   its knowledge,  in the form and in accordance with the accounting  principles
   applied on a consistent basis as required hereunder.

(d)Within  sixty  (60)  days  after  the  close  of  each  fiscal  year  of  the
   Corporation,  the Manager shall  furnish to each  Shareholder a balance sheet
   and profit and loss  statement  for the period then ended,  certified  by the
   Manager  as  stated  in (c)  above  or as soon as is  practicable  thereafter
   audited financial statements prepared by the Corporation's auditors.

                                   ARTICLE VIX
                       ALIENABILITY OF INDIVIDUAL INTEREST

9.1 Restriction on Transferability.

(a)All of the shares of the capital stock of the Corporation  ("Capital  Stock")
   issued and  outstanding at any time shall be subject to the  restrictions  on
   transferability  contained in this  Agreement,  and  Plastics and  Industries
   hereby  agree that none of such  capital  stock of the  Corporation,  nor any
   right,  title or inte rest therein now owned or hereafter  acquired by either
   of them, shall be agreed to be or be sold,  assigned,  transferred,  pledged,
   encumbered,  hypothecated or in any other way disposed of, whether voluntary,
   involuntary,  by  operation  of law or  otherwise,  and no sale,  assignment,
   transfer, pledge, encumbrance,  hypothecation or other disposition whatsoever
   of any Capital Stock,  or of any right,  title or interest  therein,  whether
   voluntary,  involuntary,  by operation of law or otherwise, shall be valid or
   binding  except  upon  compliance  with  the  terms  and  conditions  of this
   Agreement.  The  Corporation  shall be under no  obligation to recognize as a
   shareholder of the  Corporation  any transferee of any Capital Stock owned by
   Plastics or Industries (or their  designees)  which were  transferred to such
   transferee  other than in compliance with the terms and  restrictions of this
   Agreement and,  unless so complied with, any transferee of such capital stock
   shall have no rights as  shareholder  in the  Corporation  in respect of such
   capital stock.

(b)Subject  to  paragraph  (g)  below,  in the event  that  either  Plastics  or
   Industries  desire to sell,  assign or transfer or make any other disposition
   of the Capital  Stock owned by them  ("Selling  Shareholder")  and receives a
   bona fide written offer to purchase or otherwise  acquire such capital stock,

                                       36
<PAGE>

   such Selling  Shareholder  shall give thirty (30) days prior  written  notice
   ("Notice")  to  the  other  Shareholder  ("Offeree  Shareholder")  and to the
   Manager, with a copy of such bona fide offer attached,  setting forth in such
   notice (i) the name and address of the  proposed  transferee,  (ii) the terms
   and conditions of the proposed transfer and (iii) the earliest possible date,
   giving consideration to the provisions of this Agreement, of the consummation
   of the  proposed  transfer.  Such  Notice  shall  constitute  an offer by the
   Selling  Shareholder  to the Offeree  Shareholder  to sell all of the Capital
   Stock owned by the Selling Shareholder to the Offeree Shareholder on the same
   terms and  conditions as contained in the bona fide offer  submitted with the
   Notice.

(c)Unless  previously  waived in  writing  by the  Offeree  Shareholder,  within
   thirty (30) days of the receipt of the Notice, the Offeree  Shareholder shall
   be entitled by written  notice to the  Selling  Shareholder  to object to the
   proposed transferee on reasonable grounds. In the event of such an objection,
   the Selling  Shareholder  shall be prohibited  from selling,  transferring or
   assigning  such Capital Stock owned by it to such proposed  transferee  until
   such objection has been withdrawn in writing by the Offeree Shareholder.  Any
   agreement between the Selling  Shareholder and any proposed  transferee shall
   be  subject  to the  right  of the  Offeree  Shareholder  to  object  to such
   transferee in accordance with the terms hereof.  Under no circumstances shall
   the Offeree  Shareholder's  objection to any proposed transferee be deemed or
   construed  to be an  election  by the Offeree  Shareholder  to  purchase  the
   Capital Stock which the Selling Shareholder is attempting to transfer.

(d)In the event the  Offeree  Shareholder  shall  elect to accept  such offer to
   sell and thereby purchase all of such Capital Stock, the Offeree  Shareholder
   shall give written  notice of  acceptance to the Selling  Shareholder  within
   twenty  (20) days of the  receipt of the  Notice.  Such sale and  purchase of
   Capital  Stock  shall  be  consummated  at  the  principal   offices  of  the
   Corporation or such other location or time as the Selling Shareholder and the
   Offeree Shareholder may mutually agree.

(e)In the event the  Offeree  Shareholder  shall (i) not object to the  proposed
   transferee  and (ii) elect not to purchase all of such offered  Capital Stock
   within the time period above  specified,  or prior written notice is given by
   the Offeree  Shareholder  to the Selling  Shareholder  of its decision not to
   object to the  proposed  transferee  and its  election not to purchase all of
   such Capital Stock,  the Selling  Shareholder  shall be free,  subject to (f)
   below, to transfer all of such Capital Stock in the Corporation, for a period
   of three (3) months from the date the Notice was first given under (b) above,
   to the named  proposed  transferee  and upon the same terms and conditions as
   set forth in the Notice,  or at such higher price as the Selling  Shareholder
   and the named proposed transferee may agree.

(f)The Capital  Stock not  transferred  by the Selling  Shareholder  within such
   three  (3)  month  period  and  shares of  capital  stock in the  Corporation
   transferred  to any  transferee  in  accordance  with the  provisions of this
   Agreement shall again be subject to all of the restrictions herein set forth.

                                       37
<PAGE>

   Prior to the transfer of the shares of capital stock in the  Corporation to a
   named  proposed  transferee,  the  Selling  Shareholder  shall  require  such
   transferee to execute an agreement, in form and substance satisfactory to the
   Offeree  Shareholder,  to be bound by the provisions and restrictions of this
   Agreement,  the  obtainment  and  delivery of such  agreement  to the Offeree
   Shareholder  being a condition  precedent  to the validity of the transfer of
   the subject shares.

(g)Notwithstanding  anything  contained  in this  Agreement to the  contrary,  a
   Shareholder  may transfer all or any part of the Capital Stock owned by it to
   an entity  affiliated  with it,  provided (i) the  transferor  is not then in
   default hereunder, (ii) the transferee is controlled, directly or indirectly,
   by the  transferor,  (iii) prior to the transfer,  written  notice thereof is
   provided to the other Shareholder(s) together with reasonable evidence of the
   transferor's  control  of the  transferee,  and (iv)  upon  completion  of or
   contemporaneously with the transfer, the transferee, by written instrument in
   favour of and  delivered to the other  Shareholder(s),  agrees to be bound by
   the provisions and  restrictions  of this  Agreement,  and shall stand in the
   place and stead of the transferor for the purposes of this Agreement relating
   to Shareholders and,  notwithstanding the foregoing, the transferor shall for
   all other purposes continue to be bound by the provisions of this Agreement.

(h)If all or any  part of the  Capital  Stock  are  held or  disposed  of in any
   manner contrary to the provisions  hereof,  the holder or transferee,  as the
   case may be, of such  Capital  Stock shall not be  entitled to any  dividends
   paid by the Corporation on such Capital Stock,  shall not be entitled to have
   such Capital Stock  transferred on the books of the Corporation and shall not
   be entitled to vote such  Capital  Stock or to exercise any other rights as a
   shareholder  with stock or to exercise any other rights as a shareholder with
   respect to such Capital Stock.  In addition,  the  Corporation  and the other
   Shareholders  shall have any and all rights and remedies  available at law or
   in equity.

(i)Upon the  execution of this  Agreement,  each  certificate  of Capital  Stock
   shall be endorsed by a legend as follows:

   "The shares of capital stock evidenced by this certificate are subject to the
   restrictions and options stated in, and are transferable only upon compliance
   with, the provisions of a Unanimous  Shareholder Agreement under the Business
   Corporations  Act  (Manitoba),  dated as of the 17th day of September,  2001,
   between  the  Shareholders  of the  Corporation,  a copy  of  which  will  be
   furnished by the Corporation  without charge to each  Shareholder or proposed
   transferee of the Corporation's capital stock who requests a copy thereof."


                                       38
<PAGE>

                                    ARTICLE X
                                   TERMINATION

10.1  Term.  The  term of the  Corporation  shall  be  perpetual;  provided  the
Corporation may be terminated at any time by mutual agreement in writing between
the  Shareholders  or as  otherwise  provided  by law. In such event the Manager
shall do all acts necessary to promptly dissolve the Corporation and wind up its
affairs.

10.2  Ancillary  Agreements.   Upon  the  winding  up  of  the  affairs  of  the
Corporation,  this  Agreement  or any  ancillary  agreement  between the parties
hereto, shall be terminated and be of no further force and effect.

                                   ARTICLE XI
                                     SECRECY

11.1  Confidentiality.   Each  Shareholder,  Industries,  the  Manager  and  the
Corporation  shall keep  strictly  confidential  and not  disclose  to any third
party,  except to its employees or agents on a must know basis, the confidential
business aspects of the Corporation,  including,  without limitation,  drawings,
designs and specifications  except as may be required in connection with filings
with governmental  agencies or courts or as otherwise  required under applicable
law. To the extent that information  pertaining to the  confidential  aspects of
business of the Corporation is revealed,  each  Shareholder,  Industries and the
Corporation  shall  use  their  respective  best  efforts  to have  the  persons
receiving such information maintain it in confidence. Secrecy agreements in form
and  substance  satisfactory  to  Plastics  shall be entered  into  between  the
Corporation  and the  employees and agents of the  Corporation,  the Manager and
Industries who have access to  confidential  information,  subject to applicable
law, including United States securities laws. In addition,  the parties agree to
permit the  publication  of one joint press  release  upon  consummation  of the
Complast  Transaction the form of which shall be subject to the approval of each
of Plastics and Industries.

                                   ARTICLE XII
                         REPRESENTATIONS AND WARRANTIES

12.1  Warranties.  Plastics  hereby  represents and warrants to Industries  that
Plastics  is a  corporation  duly  incorporated,  validly  existing  and in good
standing  under the laws of the Province of Manitoba with full  corporate  power
and authority to enter into and perform this Agreement.

12.2  Warranties.  Industries  hereby  represents  and warrants to Plastics that
Industries  is a corporation  duly  incorporated,  validly  existing and in good
standing under the laws of the State of Delaware with full  corporate  power and
authority to enter into and perform this Agreement.

                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1 Force Majeure. If any Shareholder is rendered unable,  wholly or in part by
force majeure to carry out any obligation  under this  Agreement  other than the
obligation  to make money  payments,  such  Shareholder  shall give to the other
Shareholder prompt notice of such force majeure with reasonably full particulars

                                       39
<PAGE>

thereof and,  insofar as known,  the probable extent to which it would be unable
to perform or be delayed in performing such obligation whereupon such obligation
of the Shareholder giving the notice shall be suspended so far as it is affected
by such force majeure during but not longer than the  continuance  thereof.  The
Shareholder  giving the notice shall use all  possible  diligence to remove such
force majeure as quickly as possible. The term "force majeure" shall mean an Act
of God,  strike,  lockout,  act of a public  enemy,  war,  inability  to  obtain
supplies or equipment or to obtain governmental approvals, permits, licenses, or
allocations  and any other  cause  whether of the kind  specifically  enumerated
above or  otherwise  which is not  reasonably  within  the  control of the party
claiming force majeure.

13.2  Expense.  The costs  incurred  by either  Shareholder  in  respect  of the
preparation,  negotiation  or execution of this  Agreement or any Exhibit hereto
shall be borne by the  Shareholder  incurring such costs and shall not be deemed
costs of the Corporation.

13.3 Notices. All notices,  consents,  requests,  agreements and other documents
authorized  or required  to be given or made by or  pursuant  to this  Agreement
shall,  unless otherwise in this Agreement  specifically  provided,  be given or
made in writing and either  personally served on an officer of the party to whom
it is  given  or by  certified/registered  letter,  postage  prepaid  or sent by
facsimile transmission addressed as follows:

         If to Plastics:             1 Royal Gate Boulevard
                                     Woodbridge, Ontario, L4L 8Z7
                                     Attention:  President
                                     Facsimile Number: (905) 264-0702

         If to Industries:           ThermoView Industries, Inc.
                                     5611 Fern Valley Road
                                     Louisville, Kentucky  40228
                                     Attention:  President
                                     Facsimile Number: (502) 968-7798

or at such address or facsimile number as a Shareholder may specify by notice to
the other Shareholder(s).  Notices, consents, requests and other documents shall
be deemed served or given, if mailed,  on the tenth (10th) day after the date of
mailing,  and if sent by  facsimile  transmission,  on the day  after  they  are
transmitted, and if delivered, on the date of such delivery.

13.4 Intention of the Parties.  It is acknowledged  and agreed to by the parties
hereto that it is their intention that:


(a)Plastics shall be entitled to designate  another entity as the party entitled
   to subscribe for shares in the Corporation  hereby allocated to Plastics,  in
   which  event such  designated  entity  shall  stand in the place and stead of
   Plastics for the purposes of this  Agreement  pertaining to the  Shareholders
   and, at the option of Plastics, as the Manager, and such entity shall confirm
   such  designation  and  agree to be bound by the  terms  hereof  by  separate
   written instrument; and

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(b)Industries  shall be  entitled  to  designate  another  entity  as the  party
   entitled to subscribe for the shares in the Corporation  hereby  allocated to
   Industries,  in which event such  designated  entity shall stand in the place
   and stead of  Industries  for the  purposes  of this  Agreement  relating  to
   Shareholders  and such entity shall confirm such  designation and agree to be
   bound by the terms hereof by separate written instrument;

   Provided that notwithstanding the foregoing Plastics and Industries shall for
   all other purposes continue to be bound by the provisions of this Agreement.

13.5  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the Province of Manitoba, and the Corporation,  as a
corporation,  shall be  subject to the laws of the  Province  of  Manitoba.  Any
action brought by a Shareholder against another shall be brought in the Province
of Ontario and the parties hereto attorn to such jurisdiction.

13.6 Entire  Agreement.  This  Agreement and the other  agreements and documents
referred to herein  include the entire  agreement  among the  Shareholders  with
respect  to the  Corporation  herein  provided  and  supersede  all other  prior
representations,  negotiations,  writings, memoranda and agreements with respect
thereto.

13.7 Currency.  Unless  otherwise  specifically  stated,  all references in this
Agreement to currency are to U.S. currency.

13.8 Good Faith. Each party hereto shall exercise good faith and fair dealing in
exercising its rights and performing its obligations under this Agreement.

13.9 Amendment. No modification,  variation or amendment to this Agreement shall
be of any force unless such  modification,  variation or agreement is in writing
and has been signed by all of the Shareholders.

13.10  Waiver.  No waiver of any  breach of this  Agreement  or any of the terms
hereof  shall be  effective  unless  such waiver is in writing and signed by the
party  against  whom such  waiver is claimed.  No waiver of any breach  shall be
deemed to be a waiver of any other or subsequent breach.

13.11 Reliance. Each of Industries and Plastics acknowledges and agrees that the
other  party  hereto  shall  undertake  certain  action  and  incur  significant
liabilities  and  obligations in strict reliance upon the agreements on the part
of the other party contained herein (and specifically those contained in Article
VI of  this  Agreement),  and  that a  breach  by a  party  hereto  of any  such
agreements  shall cause the other party  significant  harm and loss for which it
shall be entitled to seek redress and compensation from Industries.

13.12  Enurement.  Subject to the provisions  hereof,  this  Agreement  shall be
binding  upon and enure to the  benefit  of the  parties  and  their  respective
successors and assigns who become such under and in accordance with the terms of
this Agreement.

13.13 Counterparts.  This Agreement may be executed in a number of counterparts,
each of which shall be deemed an original but all of which shall  constitute one

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and  the  same  instrument.  Any  counterpart  may  be  delivered  by  facsimile
transmission.

     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement
as of the day and year first above written.

                                DYNAST PLASTICS LIMITED



                                Per:___________________________________
                                        Vic De Zen, Secretary

                                   I have the authority to bind the Corporation.



                                THERMOVIEW INDUSTRIES, INC.


                                Per:___________________________________
                                        Charles L. Smith, President and C.E.O

                                   I have the authority to bind the Corporation.


     Royal Group  Technologies  Limited hereby joins this Agreement for the sole
purpose of guaranteeing the performance of Plastics therein.

                                ROYAL GROUP TECHNOLOGIES LIMITED


                                Per:_____________________________________
                                        Vic De Zen, President

                                   I have the authority to bind the Corporation.






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