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

                                  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 June 30, 2003

                                       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 [ ]

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined by Rule 12b.2 of the Exchange Act). Yes [ ] No [X]

     As of July 31, 2003,  8,628,716  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............................................11
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......17
     Item 4. Controls and Procedures..........................................17
Part II Other Information
     Item 1. Legal Proceedings................................................19
     Item 2. Changes in Securities and Use of Proceeds........................20
     Item 3. Defaults Upon Senior Securities..................................20
     Item 4. Submission of Matters to a Vote of Security Holders..............20
     Item 5. Other Information................................................20
     Item 6. Exhibits and Reports on Form 8-K.................................20
-----


<PAGE>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                           December 31,         June 30, 2003
                                     --------------------- ---------------------
Assets                                        2002              (Unaudited)
                                     --------------------- ---------------------
Current assets:
  Cash and equivalents                $        2,179,887     $         64,769
  Receivables:
    Trade                                      3,340,577            3,529,634
    Other                                        346,272              354,761
  Costs in excess of billings on
   uncompleted contracts                        589,458               577,186
  Inventories                                 2,104,966             2,034,538
  Prepaid expenses and other current
   assets                                       485,316               743,645
                                     --------------------- ---------------------
Total current assets                          9,046,476             7,304,533

Property and equipment, net                   2,679,852             2,840,661

Other assets:
  Goodwill, net                              28,358,742            28,358,742
  Other assets                                  408,094               490,833
                                     --------------------- ---------------------
                                             28,766,836            28,849,575
                                     --------------------- ---------------------
Total assets                         $       40,493,164    $       38,994,769
                                     ===================== =====================

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                   $        3,698,212    $        3,971,916
  Accrued expenses                            2,663,889             2,691,898
  Billings in excess of costs on
   uncompleted contracts                        654,338               610,451
  Income taxes payable                           93,950                71,700
  Current portion of long-term debt             324,368               265,947
                                     --------------------- ---------------------
Total current liabilities                     7,434,757             7,611,912

Long-term debt                               17,012,156            16,360,883
Other long-term liabilities                     135,494               193,594

Mandatorily redeemable preferred stock:
  Series C, $.001 par value, 25,000
   shares authorized; none issued                     -                     -
  Series D, $.001 par value  (aggregate
   redemption  amount and liquidation
   preference of $5,547,875 at December
   31, 2002 and $4,882,921 at June 30,
   2003); 1,500,000 shares authorized;
   956,900 shares issued and outstanding
   at December 31, 2002 and at June 30,
   2003                                       5,547,875             4,882,921
  Series E, $.001 par value  (aggregate
   redemption  amount and liquidation
   preference of $2,275,932 at December
   31, 2002 and $2,413,380 at June 30,
   2003); 500,000 shares authorized;
   336,600 shares issued and outstanding
   at December 31, 2002 and at June
   30, 2003                                   2,275,932             2,413,380

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;  8,628,716 shares issued
   and outstanding at December 31, 2002 and at
   June 30, 2003                                  8,628                 8,628
  Paid-in capital                            63,799,703            64,531,209
  Accumulated deficit                       (55,721,381)          (57,007,758)
                                     --------------------- ---------------------
Total stockholders' equity                    8,086,950             7,532,079
                                     --------------------- ---------------------

Total liabilities and stockholders'
 equity                              $       40,493,164    $       38,994,769
                                     ===================== =====================
See accompanying notes.

                                       1

<PAGE>

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

                           For the three months ended   For the six months ended
                                      June 30,                 June 30,
                             ------------------------  -------------------------
                                 2002         2003         2002         2003
                                 ----         ----         ----         ----

Revenues                     $23,822,546  $18,112,855  $44,479,808  $34,305,868
Cost of revenues earned       11,658,576    9,244,077   21,981,255   17,700,298
                             -----------  -----------  -----------  ------------
Gross profit                  12,163,970    8,868,778   22,498,553   16,605,570
                             -----------  -----------  -----------  ------------
Selling, general and
  administrative expenses     10,479,852    8,487,674   20,626,896   16,883,855
Unusual credit-gain on
  conversion of debt to
  warrants                             -     (796,000)                 (796,000)
Depreciation expense             253,747      199,642      527,129      413,743
Amortization expense              33,890        5,065        8,537       10,129
                             -----------  -----------  -----------  ------------
Income from operations         1,396,481      972,397    1,275,991       93,843

Equity in earnings (loss)
 of joint venture                 19,096      (20,017)      32,280      (46,224)
Interest expense                (657,146)    (706,366)  (1,320,446)  (1,338,496)
Interest income                   13,059        6,965       28,738       16,729
                             -----------  -----------  -----------  ------------
Income (loss) before
 income taxes                    771,490      252,979       16,563   (1,274,148)

Income tax expense (benefit)        (746)      12,653       (7,166)      12,229
                             -----------  -----------  -----------  ------------

Income (loss) before
  cumulative effect of an
  accounting change              772,236      240,326       23,729   (1,286,377)
Cumulative effect of an
  accounting change--charge
  for impairment of goodwill           -            -  (30,000,000)           -
                             -----------  -----------  -----------  ------------
Net income (loss)                772,236      240,326  (29,976,271)  (1,286,377)

Less non-cash Series D and
  E preferred stock
  dividends                     (193,486)    (240,997)    (384,854)    (472,494)
Plus benefit of Series D
  preferred stock redemption           -      796,000            -      796,000
                             -----------  -----------  -----------  ------------
                                (193,486)     555,003     (384,854)     323,506
                             -----------  -----------  -----------  ------------
Net income (loss)
  attributable to common
  stockholders               $   578,750  $   795,329  $(30,361,125) $ (962,871)
                             ===========  ===========  ===========  ============

Basic income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.06  $      0.09  $     (0.04)  $    (0.10)
   Cumulative effect of an
     accounting change                 -            -        (3.35)           -
                             -----------  -----------  -----------  ------------
   Net income (loss)
    attributable to common
    stockholders             $      0.06  $      0.09  $     (3.39) $     (0.10)
                             ===========  ===========  ===========  ============

Diluted income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.06  $      0.08  $     (0.04) $     (0.10)
   Cumulative effect of an
     accounting change                 -            -        (3.35)           -
                             -----------  -----------  -----------  ------------
   Net income (loss)
    attributable to common
    stockholders             $      0.06  $      0.08  $     (3.39) $     (0.10)
                             ===========  ===========  ===========  ============

See accompanying notes.



                                       2

<PAGE>

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

                                                       For the six months ended
                                                                June 30,
                                                      --------------------------
                                                          2002           2003
                                                      ------------  ------------

Operating activities
Net loss                                             $(29,976,271)  $(1,286,377)
Adjustments to reconcile net loss to net cash
  provided by (used in) operations:
   Cumulative effect of an accounting change-
    charge related to impairment of goodwill           30,000,000             -
   Depreciation and amortization                          595,666       423,872
   Accretion of debt discount                             395,357       376,320
   Unusual credit-gain on conversion of debt
    to warrants                                                 -      (796,000)
   Equity in income (loss) of joint venture               (32,280)       46,224
   Other                                                 (190,000)      100,000
   Changes in operating assets and liabilities            131,475      (179,499)
                                                     -------------  ------------
Net cash provided by (used in) operating activities       923,947    (1,315,460)

Investing activities
Payments for purchase of property and equipment          (367,911)     (418,154)
Other                                                     (17,107)     (137,650)
                                                     -------------  ------------
Net cash used in investing activities                    (385,018)     (555,804)

Financing activities
Increase in long-term debt                                 86,247             -
Payments of long-term debt                               (236,779)     (243,854)
                                                     -------------  ------------
Net cash used in financing activities                    (150,532)     (243,854)
                                                     -------------  ------------
Net increase (decrease) in cash and equivalents           388,397    (2,115,118)
Cash and equivalents at beginning of period             2,387,583     2,179,887
                                                     -------------  ------------
Cash and equivalents at end of period                $  2,775,980   $    64,769
                                                     =============  ============

See accompanying notes.


                                       3

<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (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 six-month period ended June
30, 2003, are not necessarily indicative of the results that may be expected for
the year ended December 31, 2003.

     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, 2002.

2.   Operating Losses, Negative Cash Flow and Possible Impairment of Goodwill

     Revenues for the first six months of 2003 were $34.3  million,  compared to
revenues of $44.5 million for the first six months of 2002. During the first six
months  of 2003,  the  Company  incurred  a net loss to common  shareholders  of
$2,555,000,  excluding  $1,592,000 of unusual gains from  restructuring debt and
preferred stock.  Also, net cash used by operating  activities for the first six
months of 2003 was $1,315,000.

     Following is the net income  (loss) per quarter for the first six months of
2002 and 2003  (excluding  the $30 million  charge for impairment of goodwill in
2002 and excluding the $1,592,000 of unusual gains from  restructuring  debt and
preferred stock in 2003):

                                               2002                  2003
                                               ----                  ----
     First Quarter                          $(940,000)           $(1,758,000)
     Second Quarter                           579,000               (797,000)

     If the third quarter is not a "turn-around"  quarter with operating  income
and cash flow in the range of the third  quarters of 2001 and 2002,  the Company
could encounter the following:

a)   An inability  to meet the new EBITDA,  fixed charge  coverage  ratios,  and
     current ratios required by restructured  debt agreements  (these  covenants
     are to be measured for the first time on September 30, 2003).
b)   An  escalating  cash flow problem as the Company  enters its slower  season
     towards the beginning of 2004.

                                       4
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

2.   Operating  Losses,  Negative Cash Flow and Possible  Impairment of Goodwill
     (Continued)

     The Company  has  adopted  September  30 as the annual  valuation  date for
goodwill.  Management  considered  whether  goodwill  needed to be evaluated for
impairment  as of June 30 this  year,  and  decided to not  perform a  valuation
because management believes that the poor operating performance of the first six
months of 2003 does not  constitute  a change in  business  climate  which would
require  reconsideration  prior to September  30, 2003.  It is possible that the
annual  valuation of goodwill at September 30, 2003 could indicate that goodwill
is impaired.

3.   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  six-month  periods  ended June 30,  2002 and 2003,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal  cash  consideration.  Outstanding  shares for  purposes of  determining
diluted earnings per common share includes the weighted average number of shares
outstanding for basic earnings per share,  plus the diluted effect of any common
share equivalents such as options or warrants in the calculation. As the Company
recorded losses before  preferred  stock  dividends and cumulative  effect of an
accounting change for the six-month periods ended June 30, 2002 and 2003, common
share equivalents  outstanding would be  anti-dilutive.  Accordingly,  basic and
diluted earnings per share amounts are the same.

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

                                                              Weighted Average
                     Period                                  Shares Outstanding
     --------------------------------------                  ------------------
     For the six months ended June 30, 2002                      8,946,634
     For the six months ended June 30, 2003                      9,190,059

     A  reconciliation  of basic to diluted  share amounts used in computing the
per  share  amounts  for the three  months  ended  June 30,  2002 and 2003 is as
follows:

                                                                Three Months
                                                               Ended June 30,
                                                             2002         2003
                                                             ----         ----
Basic - weighted average shares outstanding               9,130,375    9,190,059
Dilutive effect of stock options and warrants             1,006,625      528,613
                                                         ----------   ----------
Diluted - weighted average shares outstanding and
  assumed conversions                                    10,137,000    9,718,672
                                                         ==========   ==========

                                       5
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

3.   Income (Loss) per Common Share (Continued)

     A reconciliation of income (loss) before cumulative effect of an accounting
change  attributable  to common  stockholders  used in  computing  the per share
amounts for the three and six months ended June 30, are as follows:

                                          Three Months         Six Months
                                         Ended June 30,      Ended June 30,
                                         -------------      ----------------
                                         2002     2003      2002        2003
                                         ----     ----      ----        ----
Income (loss) before
 cumulative effect of an
 accounting change                   $ 772,236  $240,326 $  23,729  $(1,286,377)
Preferred stock dividends,
 net of benefit of redemption         (193,486)  555,003  (384,854)     323,506
                                      ---------- -------- ---------- -----------
Income (loss) before cumulative
 effect of an accounting change
 attributable to common stockholders $ 578,750  $795,329 $(361,125) $  (962,871)
                                      ========== ======== ========== ===========

4.   Stock Option Information

     Pursuant to SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  the
Company has elected to account for its employee  stock options under APB No. 25,
"Accounting for Stock Issued to Employees."  Accordingly,  no compensation  cost
has been recognized for employee options except as noted above. Had compensation
cost for employee  options been determined  based on the fair value at the grant
date  consistent  with SFAS No. 123, the  Company's net income (loss) and income
(loss) per share for the three  months  and six months  ended June 30 would have
been as follows:

                                    Three Months             Six Months
                                   Ended June 30,           Ended June 30,
                                   --------------           --------------
                                   2002      2003         2002           2003
                                   ----      ----         ----           ----
Net income (loss):
 As reported                    $ 772,238  $240,326  $(29,976,270)  $(1,286,377)
 Pro forma                        695,293   219,567   (30,142,935)   (1,327,941)
Net income (loss) attributable
 to common stockholders:
  As reported                     578,750   795,329   (30,361,125)     (962,871)
  Pro forma                       501,807   774,570   (30,527,789)   (1,004,435)
Basic and diluted income
 (loss) per common share:
  Basic, As reported           $      .06  $    .09  $      (3.39)  $      (.10)
  Diluted, As reported                .06       .08         (3.39)         (.10)
  Basic, Pro forma                    .06       .09         (3.41)         (.11)
  Diluted, Pro forma                  .05       .08         (3.41)         (.11)

                                       6
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

4.   Stock Option Information (Continued)

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

                                   2002           2003
                                 -------        -------
Interest rate                     3.59           2.79
Dividends                           --             --
Expected volatility               1.62           1.20
Expected life in years               5              5

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock

     On June 30, 2003, the Company restructured its long-term debt and preferred
stock. GE Equity holds Series A debt, Series C debt and other subordinated debt.
Under the restructuring  agreements, GE Equity reduced the interest rate on both
series  of debt  from  10% to 8% and from  12% to 8% on the  subordinated  debt.
Additionally, GE Equity converted $1 million of the subordinated debt to 680,000
common stock  warrants at 28 cents per share.  These  warrants  are  exercisable
through  March 22, 2013 and were  determined  to have a fair value of  $204,000.
ThermoView's debt maturities were extended by two years to June 30, 2006, and to
July 31, 2006 for the subordinated debt.

     ThermoView's  preferred  stock  holders also  converted $1 million worth of
Series D preferred stock to 680,000 common stock warrants at 28 cents per share.
These warrants are exercisable through June 30, 2013 and were determined to have
a fair value of  $204,000.  Also,  the Series D and E  preferred  stock  holders
agreed to reduce the dividend rate on the  remainder of the  preferred  holdings
from  12% to 8%,  to  defer  cash  dividends  until  the  Series A and B debt is
retired, and to extend the date for mandatory redemption to August 31, 2006.

     The restructured debt agreements  require ThermoView to pay $100,000 toward
principal each month commencing July 2004, as well as monthly interest.  It also
calls for payments of excess cash toward  principal  two times per year.  Excess
cash is defined as amounts over $1 million at the two measurement dates.

     Under terms of the restructured  debt  agreements,  ThermoView must achieve
certain  quarterly  and/or  trailing twelve month EBITDA levels as well as fixed
charge coverage ratios and current asset to current liability ratios.  The first
measurement date is September 30, 2003.

     The holder of $1.2 million of notes in connection with obligations  related
to guarantors of a bank  revolving  line of credit also agreed to extend the due
date of the notes from June 2004 to September 30, 2006.

6.   Segment Information

     For the three month  periods  ended June 30, 2002 and 2003,  the  Company's
business units had separate  management teams and  infrastructures  that operate
primarily in the vinyl replacement  windows,  doors and related home improvement

                                       7
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

6.   Segment Information (Continued)

products  industry in various states in the Midwest and in Southern  California.
The business units have been aggregated into two reportable  operating segments:
manufacturing and retail.

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.

     Segment  information  for the three months and six months ended June 30 was
as follows:

   For the three months        Manu-
   ended June 30, 2002      facturing       Retail    Corporate    Consolidated
--------------------------  -----------  -----------  -----------  ------------
Revenues from external
  customers                 $1,783,383   $21,937,489  $  101,674   $ 23,822,546
Intersegment revenues          315,628             -           -        315,628
Income (loss) from
 operations                    342,240     1,567,761    (513,520)     1,396,481
Total assets                 4,447,014    33,999,403   3,310,649     41,757,065

   For the three months        Manu-
   ended June 30, 2003      facturing       Retail    Corporate    Consolidated
--------------------------  -----------  -----------  -----------  ------------
Revenues from external
  customers                 $1,521,814   $16,279,342  $   311,699  $ 18,112,855
Intersegment revenues          298,335             -            -       298,335
Unusual  credit-gain  on
  conversion of
  debt to warrants                   -             -      796,000       796,000
Income (loss) from
 Operations                    214,761       399,267      358,369       972,397
Total assets                 4,130,163    34,205,205      659,401    38,994,769

   For the six months         Manu-
   ended June 30, 2002      facturing       Retail    Corporate    Consolidated
--------------------------  -----------  -----------  -----------  ------------
Revenues from external
  customers                 $ 2,815,282  $41,481,974  $   182,552  $ 44,479,808
Intersegment revenues           474,014            -            -       474,014
Income (loss) from
 operations                     189,628    2,111,402   (1,025,039)    1,275,991

                                       8
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

6.   Segment Information (Continued)

   For the six months         Manu-
   ended June 30, 2003      facturing       Retail    Corporate    Consolidated
--------------------------  -----------  -----------  -----------  ------------
Revenues from external
  customers                 $ 2,331,184  $31,586,105  $   388,579  $ 34,305,868
Intersegment revenues           386,701            -            -       386,701
Unusual  credit-gain  on
  conversion of
  debt to warrants                    -            -      796,000       796,000
Income (loss) from
 operations                      (4,085)     349,741     (251,813)       93,843

7.   Contingencies and Commitments

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  Following the initial  discovery phase,  Clemmens sought a judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed Clemmens to
seek collection  against  ThermoView for the loss of collateral in the amount of
$500,000  plus  interest at the rate of 10% annually  beginning  January 1, 2001
($125,000  through  June 30,  2003).  On May 19, 2003,  ThermoView  appealed the
judgment  issued to Clemmens to the Kentucky Court of Appeals.  On June 6, 2003,
ThermoView,  with the guarantee of GE Capital Equity,  posted a supercedeas bond
in the amount of $690,000 with the Jefferson  Circuit Court to prevent  Clemmens
from enforcing the judgment  awarded to him during the pendency of the appeal of
this matter. In order to secure the supercedeas bond, ThermoView entered into an
agreement with GE Capital Equity to deposit funds monthly into a sinking fund to
serve as  security  for the amount of the  supercedeas  bond.  Pursuant  to this
agreement,  ThermoView  shall make payments of $50,000 monthly for the months of
July  through  December,  2003 and  $30,000  monthly  during the months  January
through  June,  2004 until the balance of the sinking  fund is equal to the face
amount of the bond.  In  addition,  under the  agreement,  ThermoView  must make
additional  payments  to the  sinking  fund such that the balance of the sinking

                                       9
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

7.   Contingencies and Commitments (Continued)

fund will be no less than  $600,000 by June 30, 2004. In  consideration  for the
agreement,  ThermoView shall pay to GE Capital Equity  Investments a fee of 2.5%
of the face amount of the bond upon issuance and shall grant GE Capital Equity a
first  priority  lien on its assets to secure any amounts  drawn on the bond. In
the event that ThermoView prevails upon the appeal and no amounts are drawn upon
the bond,  the balance of the sinking fund will be applied to the Series A and B
notes of ThermoView on a pro-rata  basis. A prehearing  conference of the appeal
is scheduled for August 28, 2003.  Maxwell has not asserted a claim for the loss
of his collateral as of the date of filing of this report.  Maxwell could assert
claims for the same amount as Clemmens.  Management  has evaluated the potential
loss associated  with Clemmens'  litigation and Maxwell's  unasserted  claim and
believes that the Company has recorded adequate liabilities on its balance sheet
as of June 30, 2003. While ThermoView  believes that the ultimate  resolution of
this  Clemmens'  matter on appeal will be  favorable to  ThermoView,  an adverse
final  determination of our position regarding this matter could have a material
adverse effect on our cash flow.

     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.

     In March 2000, the Company  entered into a license  agreement with Research
Frontiers  Incorporated  (Research  Frontiers),   a  Delaware  corporation  with
headquarters  located in Woodbury,  New York,  for the  non-exclusive  rights to
market windows which utilize variable light transmission technology developed by
Research Frontiers. The agreement provides for the payment of a royalty of 5% of
the net selling  price of the licensed  products as defined in the  agreement to
Research  Frontiers  for  products  sold by the Company  that  incorporate  such
technology. Additionally, the Company has agreed to pay to Research Frontiers an
annual  minimum  royalty of $100,000 for 2003. The royalty is payable in cash or
shares of the Company's common stock at the Company's option.

8.   Recently Enacted Accounting Standards

     Financial   Accounting  Standard  Board  (FASB)  recently  issued  two  new
accounting  standards,  Statement 149,  Amendment of Statement 133 on Derivative
Instruments and Hedging  Activities,  and Statement 150,  Accounting for Certain
Financial  Instruments  with  Characteristics  of both Liabilities and Equities,
both of which generally become effective in the quarter  beginning July 1, 2003.
Under  the  new  standard  for  certain   liabilities  and  equity  instruments,
mandatorily  redeemable  instruments such as preferred securities are considered
liabilities.

                                       10
<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,  adverse  judgments to ThermoView,  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 our  audited  consolidated  financial  statements
contained  in our  Annual  Report on Form 10-K for the year ended  December  31,
2002.  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  retail  commercial  customers.  We also sell and  install
replacement doors, home textured exterior coatings,  vinyl siding,  patio decks,
patio  enclosures,   cabinet  refacings  and  kitchen  and  bathroom  remodeling
products, as well as residential roofing.

Business Segments

     Our subsidiaries  have separate  management teams and  infrastructures  and
operate in two reportable operating segments: retail and manufacturing.

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

     Manufacturing.  Our  manufacturing  segment consists of our subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies
and to unaffiliated  customers.  Our manufacturing  segment recognizes  revenues

                                       11
<PAGE>

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.

Historical Results Of Operations

                                      For the three months   For the six months
                                         ended June 30,        ended June 30,
                                      -------------------   --------------------
                                        2002       2003       2002        2003
                                      --------   --------   --------   ---------
                                                   (In thousands)
Revenues...........................   $ 23,823   $ 18,113   $ 44,480   $ 34,306

Cost of revenues earned............     11,659      9,244     21,981     17,700
                                      --------   --------   --------   ---------

Gross profit.......................     12,164      8,869     22,499     16,606

Selling, general and administrative
  expenses.........................     10,480      8,488     20,627     16,884
Unusual credit-gain on conversion
  of debt to warrants..............          -       (796)         -       (796)
Depreciation expense...............        254        200        527        414
Amortization expense...............         34          5         69         10
                                      --------   --------   --------   ---------

Income from operations.............      1,396        972      1,276         94

Equity in earnings (loss) of joint
  venture..........................         19        (20)        32        (46)
Interest expense...................       (657)      (706)    (1,320)    (1,338)
Interest income....................         13          7         29         16
                                      --------   --------   --------   ---------

Income (loss) before income taxes..        771        253         17     (1,274)

Income tax expense (benefit).......         (1)        13         (7)        12
                                      --------   --------   --------   ---------

Income (loss) before cumulative
  effect of an accounting change...        772        240         24     (1,286)

Cumulative effect of an accounting
  change--charge for impairment of
  goodwill.........................          -          -    (30,000)         -
                                      --------   --------   --------   ---------

Net income (loss)..................        772        240    (29,976)    (1,286)

Less non-cash Series D and E
  preferred stock dividends........       (193)      (241)      (385)      (473)

Plus benefit of Series D preferred
  stock redemption.................          -        796          -        796
                                      --------   --------   --------   ---------
                                          (193)       555       (385)       323
                                      --------   --------   --------   ---------

Net income (loss) attributable to
  common stockholders..............   $    579   $    795   $(30,361)  $   (963)
                                      ========   ========   ========   =========

                                       12
<PAGE>

Three Months Ended June 30, 2003 Compared to June 30, 2002

     Revenues.  Revenues  decreased from $23.8 million for the second quarter of
2002 to $18.1 million for the second quarter of 2003. Revenues during the second
quarter of 2003  continued  to be  negatively  impacted by rain in our  Southern
California   market,   the  sluggish  economy,   the  events  in  Iraq  and  new
telemarketing laws. All of our retail operations and our manufacturing operation
reported less revenues in the second quarter of 2003 compared to 2002.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $12.2  million  in the  second  quarter of 2002 to $8.9
million in the  second  quarter of 2003.  The  reduction  in the amount of gross
profit is consistent with the reduced revenue  discussed  above. As a percentage
of revenues,  gross profit decreased from 51.1% in the second quarter of 2002 to
49.0% in the second quarter of 2003.  This decrease  results  primarily  because
some  costs at our  subsidiaries  are  fixed  and  these  fixed  costs  are more
significant relative to the lower volumes in the second quarter of 2003 compared
to the second quarter of 2002.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from $10.5 million in the second quarter of
2002 to $8.5  million  in the  second  quarter  of 2003.  Selling,  general  and
administrative  expenses as a percentage of revenue  increased from 44.0% in the
second  quarter of 2002 to 46.9% in the second  quarter of 2003. The increase in
selling,  general and administrative expenses as a percentage of revenues in the
second  quarter  of 2003  results  primarily  from the fixed  nature of  certain
expenses relative to the lower volumes.

     Unusual  Credit.  The  unusual  credit  in  2003  represents  a  gain  from
converting  $1 million of debt to  warrants to  purchase  680,000  shares of our
common stock exercised at 28 cents per share.

     Depreciation  Expense.  Depreciation expense decreased from $254,000 in the
second quarter of 2002 to $200,000 in the second  quarter of 2003,  reflecting a
fairly constant amount of property and equipment.

     Interest  Expense.  Interest  expense  increased  from  $657,000 in 2002 to
$706,000  in 2003.  This  increase  represents  interest  recognized  in 2003 on
obligations  related to guarantors of a bank  revolving line of credit offset by
some decrease in interest expense because of debt retirements during 2002.

     Income Tax Benefit.  Due to operating losses,  management concluded that it
is more  likely  than not that our  deferred  tax assets  will not be  realized.
Accordingly,  we  established  a valuation  allowance  against all  deferred tax
assets,  and no deferred income taxes have been recorded in 2002 or 2003. Income
tax expense in the second quarter of 2003 relates to state taxes.

     Non-Cash  Dividends.  Non-cash  dividends in the second quarter of 2002 and
2003 represent accrued dividends on the Series D and E preferred stock.

     Benefit  of  Series D  Preferred  Stock  Redemption.  The  benefit  in 2003
represents a gain on  redemption of $1 million of Series D stock for warrants to
purchase 680,000 shares of our common stock exercised at 28 cents per share.

                                       13
<PAGE>

Six Months Ended June 30, 2003 Compared to June 30, 2002

     Revenues. Revenues decreased from $44.5 million for the first six months of
2002 to $34.3  million  for the first six  months of 2003.  Revenues  during the
first six months of 2003 were  negatively  impacted by severe winter  weather in
our  Midwest  markets  in the first  quarter,  rain in our  Southern  California
market,  the sluggish economy,  the events in Iraq, and new telemarketing  laws.
All of our retail  operations  and our  manufacturing  operation  reported  less
revenues in the first six months of 2003 compared to 2002.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $22.5  million in the first six months of 2002 to $16.6
million in the first six months of 2003.  The  reduction  in the amount of gross
profit is consistent with the reduced revenue  discussed  above. As a percentage
of revenues,  gross profit  decreased from 50.6% in the first six months of 2002
to 48.4% in the  first six  months  of 2003.  This  decrease  results  primarily
because some costs at our  subsidiaries are fixed and these fixed costs are more
significant  relative  to the lower  volumes  in the  first  six  months of 2003
compared to the first six months of 2002.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses decreased from $20.6 million in the first six months of
2002 to $16.9  million in the first six  months of 2003.  Selling,  general  and
administrative  expenses as a percentage of revenue  increased from 46.4% in the
first six months of 2002 to 49.2% in the first six months of 2003.  The increase
in selling,  general and administrative  expenses as a percentage of revenues in
the first six months of 2003 results  primarily from the fixed nature of certain
expenses relative to the lower volumes.

     Unusual  Credit.  The  unusual  credit  in  2003  represents  a  gain  from
converting  $1 million of debt to 680,000  common  stock  warrants  issued at 28
cents per share.

     Depreciation  Expense.  Depreciation expense decreased from $527,000 in the
first six months of 2002 to $414,000 in the first six months of 2003, reflecting
a fairly constant amount of property and equipment.

     Interest  Expense.  Interest  expense was  relatively  constant for the six
month periods.

     Income Tax Benefit.  Due to operating losses,  management concluded that it
is more  likely  than not that our  deferred  tax assets  will not be  realized.
Accordingly,  we  established  a valuation  allowance  against all  deferred tax
assets,  and no deferred income taxes have been recorded in 2002 or 2003. Income
tax expense in the second quarter of 2003 relates to state taxes.

     Non-Cash Dividends.  Non-cash dividends in the first six months of 2002 and
2003 represent accrued dividends on the Series D and E preferred stock.

     Benefit  of  Series D  Preferred  Stock  Redemption.  The  benefit  in 2003
represents  a gain on  redemption  of $1 million  of Series D stock for  680,000
common stock warrants issued at 28 cents per share.

                                       14
<PAGE>

Liquidity And Capital Resources

     As of June 30,  2003,  we had cash and  equivalents  of $65,000,  a working
capital  deficit of $307,000,  $16.4 million of long-term  debt,  net of current
maturities, and $7.3 million of mandatorily redeemable preferred stock.

     Our operating  activities for the six months ended June 30, 2002,  provided
$924,000 of cash.  Our  operating  activities  for the six months ended June 30,
2003, used $1,315,000 of cash.

     The use of $385,000  of cash for  investing  activities  for the six months
ended June 30,  2002  related  primarily  to the  acquisition  of  property  and
equipment.  The use of $556,000  of cash for  investing  activities  for the six
months ended June 30, 2003, related primarily to the acquisition of property and
equipment.

     We used $151,000 in cash for  financing  activities in the six months ended
June 30, 2002,  primarily  for  repayment of debt.  We used $244,000 of cash for
financing  activities  in the six months  ended June 30, 2003 for  repayment  of
debt.

     Revenues for the first six months of 2003 were $34.3  million,  compared to
revenues of $44.5 million of the first six months of 2002.  During the first six
months  of 2003,  the  Company  incurred  a net loss to common  shareholders  of
$2,555,000,  excluding  $1,592,000 of unusual gains from  restructuring debt and
preferred stock.  Also, net cash used by operating  activities for the first six
months of 2003 was $1,315,000.

     Following is the net income  (loss) per quarter for the first six months of
2002 and 2003  (excluding  the $30 million  charge for impairment of goodwill in
2002 and excluding the $1,592,000 of unusual gains from  restructuring  debt and
preferred stock in 2003):

                                            2002                   2003
                                            ----                   ----
         First Quarter                   $(940,000)             $(1,758,000)
         Second Quarter                    579,000                 (797,000)

     Management  believes that the decrease in sales of 2003,  which was largely
responsible for the operating loss and reduction in cash flow, was primarily due
to severe  winter  weather in the Midwest  markets,  severe rain in the southern
California  market,  a  sluggish  economy,  the events in Iraq,  and  regulatory
restrictions on telemarketing.

     Management is aware of the above  external  factors.  In addition,  various
internal factors such as debt/preferred stock restructuring, price increases and
further  cost cutting  have been  accomplished  in the first six months of 2003.
Management  believes  these actions will improve  operating  performance  in the
second six months of 2003.

     If the third  quarter  is not a  "turn-around"  quarter  with  more  normal
operating  income and cash flow in the range of the third  quarters  of 2001 and
2002, the Company could encounter the following:

a)   An inability  to meet the new EBITDA,  fixed charge  coverage  ratios,  and
     current ratios required by restructured  debt agreements  (these  covenants
     are to be measured for the first time on September 30, 2003).

                                       15
<PAGE>

b)   An  escalating  cash flow problem as the Company  enters its slower  season
     towards the beginning of 2004.

     The Company  has  adopted  September  30 as the annual  valuation  date for
goodwill.  Management considered whether goodwill needed to be valued as of June
30 this year, and decided to not perform a valuation because management believes
that the poor  operating  performance  of the first six  months of 2003 does not
constitute  a change in business  climate  which would  require  reconsideration
prior to  September  30,  2003.  It is  possible  that the annual  valuation  of
goodwill at September 30, 2003 could indicate that goodwill is impaired.

     Our  cash  flow  could  be   negatively   impacted  by  an  adverse   final
determination in the Nelson E. Clemmens' litigation.  The adverse judgment could
result in our requirement to pay $500,000 plus 10% interest accrued from January
1, 2001 until paid. We have recorded  $500,000 as long-term  debt on our balance
sheet,  and have accrued  interest  amounting to $100,000 through June 30, 2003.
Management  intends to appeal the latest  decision and expects that it will take
over twelve months to complete the appeal process.

     On June 30, 2003, the Company restructured its long-term debt and preferred
stock. GE Equity holds Series A debt, Series C debt and other subordinated debt.
Under the restructuring  agreements, GE Equity reduced the interest rate on both
series  of debt  from  10% to 8% and from  12% to 8% on the  subordinated  debt.
Additionally, GE Equity converted $1 million of the subordinated debt to 680,000
common stock  warrants at 28 cents per share.  These  warrants  are  exercisable
through  March 22, 2013 and were  determined  to have a fair value of  $204,000.
ThermoView's debt maturities were extended by two years to June 30, 2006, and to
July 31, 2006 for the subordinated debt.

     ThermoView's  preferred  stock  holders also  converted $1 million worth of
Series D preferred stock to 680,000 common stock warrants at 28 cents per share.
These warrants are exercisable through June 30, 2013 and were determined to have
a fair value of  $204,000.  Also,  the Series D and E  preferred  stock  holders
agreed to reduce the dividend rate on the  remainder of the  preferred  holdings
from  12% to 8%,  to  defer  cash  dividends  until  the  Series A and B debt is
retired, and to extend the date for mandatory redemption to August 31, 2006.

     The restructured debt agreements  require ThermoView to pay $100,000 toward
principal each month commencing July 2004, as well as monthly interest.  It also
calls for payments of excess cash toward  principal  two times per year.  Excess
cash is defined as amounts over $1 million at the two measurement dates.

     Under terms of the restructured  debt  agreements,  ThermoView must achieve
certain  quarterly  and/or  trailing twelve month EBITDA levels as well as fixed
charge coverage ratios and current asset to current liability ratios.  The first
measurement date is September 30, 2003.

     The holder of $1.2 million of notes in connection with obligations  related
to guarantors of a bank  revolving  line of credit also agreed to extend the due
date of the notes from June 2004 to September 30, 2006.

     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

                                       16
<PAGE>

because  of the  pledge  of our  ownership  in  all of our  subsidiaries  to the
lenders.  As of December 31, 2002 and June 30, 2003, we are not in default under
any of our debt arrangements.

     Subject to more normal revenue  production during the third quarter of 2003
in the range of the third  quarters of 2001 and 2002,  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;

o    planned property and equipment capital expenditures;

o    expanding our retail segment;

o    offering new technologically improved products to our customers; and

o    integrating  more thoroughly the advertising and marketing  programs of our
     regional subsidiaries into a national home-remodeling business.

     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 soon. In
October 2002, we opened a new retail sales office in Phoenix,  Arizona,  and are
considering  two new retail  offices in the upper midwest and in a  southeastern
state in 2003.  Also, we have and are investing in the development of Alter-Lite
light-control  windows  and a new  line of  climate  resistant,  highly  durable
Compozit(TM)  windows. In addition,  we intend to more thoroughly  integrate the
advertising and marketing programs of our regional  subsidiaries into a national
home-remodeling  business over the next two years. These various  initiatives we
expect will require cash from $300,000 to $400,000 in the next twelve months.

     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 $500,000 to $900,000 annually.

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of operations  through December 2003 because of the Clemmens  litigation
described in Part II, Item 1, Legal Proceedings.  Although  ThermoView  believes
that we will prevail upon appeal of the claim, an adverse outcome in this action
could have a material adverse effect on our cash flow.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

     In June 2003, we restructured  our debt and all of our debt continues to be
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
example, from 10% to 11%) would not have resulted in a significant change in the
fair value of our fixed-rate debt.

                                       17
<PAGE>

Item 4. Controls and Procedures

     As of June 30, 2003,  an evaluation  was carried out under the  supervision
and with the  participation  of  ThermoView's  management,  including  our Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of our
disclosure  controls and procedures (as defined in Exchange Act Rules  13a-15(e)
and  15d-15(e)  under  the  Securities  Exchange  Act of  1934).  Based on their
evaluation,  our Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded that ThermoView's  disclosure controls and procedures are, to the best
of  their  knowledge,  effective  to  ensure  that  information  required  to be
disclosed by  ThermoView  in reports that it files or submits under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in Securities and Exchange  Commission rules and forms.  Subsequent to
June 30, 2003,  our Chief  Executive  Officer and Chief  Financial  Officer have
concluded  that  there were no  significant  changes  in  ThermoView's  internal
controls  or in other  factors  that could  significantly  affect  our  internal
controls.











                                       18
<PAGE>

     Part II - OTHER INFORMATION

Item 1. Legal Proceedings

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  Following the initial  discovery phase,  Clemmens sought a judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed Clemmens to
seek collection  against  ThermoView for the loss of collateral in the amount of
$500,000  plus  interest at the rate of 10% annually  beginning  January 1, 2001
($125,000  through  June 30,  2003).  On May 19, 2003,  ThermoView  appealed the
judgment  issued to Clemmens to the Kentucky Court of Appeals.  On June 6, 2003,
ThermoView,  with the guarantee of GE Capital Equity,  posted a supercedeas bond
in the amount of $690,000 with the Jefferson  Circuit Court to prevent  Clemmens
from enforcing the judgment  awarded to him during the pendency of the appeal of
this matter. In order to secure the supercedeas bond, ThermoView entered into an
agreement with GE Capital Equity to deposit funds monthly into a sinking fund to
serve as  security  for the amount of the  supercedeas  bond.  Pursuant  to this
agreement,  ThermoView  shall make payments of $50,000 monthly for the months of
July  through  December,  2003 and  $30,000  monthly  during the months  January
through  June,  2004 until the balance of the sinking  fund is equal to the face
amount of the bond.  In  addition,  under the  agreement,  ThermoView  must make
additional  payments  to the  sinking  fund such that the balance of the sinking
fund will be no less than  $600,000 by June 30, 2004. In  consideration  for the
agreement, ThermoView paid to GE Capital Equity Investments a fee of 2.5% of the
face  amount of the bond upon  issuance  and  granted GE Capital  Equity a first
priority  lien on its assets to secure  any  amounts  drawn on the bond.  In the
event that ThermoView prevails upon the appeal and no amounts are drawn upon the
bond,  the  balance  of the  sinking  fund will be applied to the Series A and B
notes of ThermoView on a pro-rata  basis. A prehearing  conference of the appeal
is scheduled for August 28, 2003.  Maxwell has not asserted a claim for the loss

                                       19
<PAGE>

of his collateral as of the date of filing of this report.  Maxwell could assert
claims for the same amount as Clemmens.  Management  has evaluated the potential
loss associated  with Clemmens'  litigation and Maxwell's  unasserted  claim and
believes that ThermoView has recorded adequate  liabilities on its balance sheet
as of June 30, 2003. While ThermoView  believes that the ultimate  resolution of
this  Clemmens'  matter on appeal will be  favorable to  ThermoView,  an adverse
final  determination of our position regarding this matter could have a material
adverse effect on our cash flow.

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults Upon Senior Securities

         None.

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

a.   ThermoView held its annual meeting of stockholders on May 1, 2003, at 10:00
     A.M., eastern daylight time, at the Republic Bank Conference  Center,  9600
     Brownsboro Road, Louisville, Kentucky.

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

                                                                      Broker Non
         Name                  For     Against  Withheld  Abstentions    Votes
         ----                  ---     -------  --------  -----------    -----
Ronald L. Carmicle           5,735,615    0           0      46,815        0
Raymond C. Dauenhauer, Jr.   5,735,615    0           0      46,815        0
Bruce C. Merrick             5,729,817    0       5,798      46,815        0

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

Class II Directors                          Class III Directors
Name                                                   Name
----                                                   ----
J. Sherman Henderson, III                              Robert L. Cox
Rodney H. Thomas*                                      Stephen A. Hoffmann
George T. Underhill, III                               Charles L. Smith
* Mr. Thomas subsequently resigned as a director effective May 26, 2003.

c.   Not applicable.

d.   Not applicable.

Item 5. Other Information

     On August 13, 2003,  ThermoView issued a press release reporting  financial
results for the second  quarter.  The press release is filed herewith as Exhibit
99.1.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

         See Index to Exhibits.

                                       20
<PAGE>

(b)  Reports on Form 8-K.

(1)  On April 10, 2003,  ThermoView  filed a Form 8-K under Item 5. Other Events
     and  Regulation  FD  Disclosure  reporting   implementation  of  an  online
     financing alternative.

(2)  On May 1, 2003,  ThermoView filed a Form 8-K under Item 5. Other Events and
     Regulation FD Disclosure  reporting financial results for the first quarter
     and the renewal of directors at our Annual Meeting of Shareholders.

(3)  On May 29, 2003,  ThermoView filed a Form 8-K under Item 6. Resignations of
     Registrant's  Directors  reporting the resignation of Rodney H. Thomas from
     the Board of Directors.

(4)  On June 30,  2003,  ThermoView  filed a Form 8-K under Item 5. Other Events
     and  Regulation FD Disclosure  reporting  agreements  to  restructure  with
     lenders ThermoView's long-term debt and preferred stock.












                                       21
<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:  August 14, 2003                    By: /s/ Charles L. Smith
                                          --------------------------------------
                                             Charles L. Smith,
                                             Chief Executive Officer
                                             (principal executive officer)

Date:  August 14, 2003                    By: /s/ James J. TerBeest
                                          --------------------------------------
                                             James J. TerBeest,
                                             Chief Financial Officer
                                             (principal financial and accounting
                                              officer)










                                       22

<PAGE>

                                INDEX TO EXHIBITS

   Exhibit
    Number                                             Description of Exhibits

 4.4   -- Third Amended  Certificate of Designation  of Series D Preferred Stock
          dated March 28, 2003.
 4.5   -- Second Amended  Certificate of Designation of Series E Preferred Stock
          dated March 28, 2003.
 4.6   -- Fourth Amended  Certificate of Designation of Series D Preferred Stock
          dated May 2, 2003.
 4.7   -- Third Amended  Certificate of Designation  of Series E Preferred Stock
          dated May 2, 2003.
 4.8   -- Fifth Amended  Certificate of Designation  of Series E Preferred Stock
          dated June 30, 2003.
 4.9   -- Fourth Amended  Certificate of Designation of Series E Preferred Stock
          dated June 30, 2003.
10.114 -- Consent to Amendment of Series D preferred  stock dated May 2, 2003 by
          and among registrant and preferred shareholders.
10.115 -- Consent to Amendment of Series E preferred  stock dated May 2, 2003 by
          and among registrant and preferred shareholders.
10.116 -- Amendment  to  Notes  dated May 14,  2003 by and  between  Stephen  A.
          Hoffmann and registrant, et al.
10.117 -- Tenth  Amendment  to Loan  Agreement  dated as of May 15,  2003 by and
          among GE Capital Equity Investment, Inc. and registrant, et al.
10.118 -- Sixth Amendment to Securities  Purchase  Agreement dated as of May 15,
          2003 by and  among GE Capital  Equity Investment, Inc. and registrant,
          et al.
10.119 -- Reimbursement  Agreement  dated  as of May 30,  2003 by and  among GE
          Capital Equity Investment, Inc. and registrant, et al.
10.120 -- Eleventh  Amendment to Loan Agreement dated as of June 30, 2003 by and
          among GE Capital Equity Investment, Inc. and registrant, et al.
10.121 -- Seventh  Amendment to Securities  Purchase  Agreement dated as of June
          30, 2003 by and among GE Capital Equity Investment Inc. and registrant
          et al.
10.122 -- Reimbursement  Agreement  dated as of June 30,  2003 by  and  among GE
          Capital Equity Investment, Inc. and registrant, et al.
10.123 -- Amendment to Pledge  Agreement  dated as of June 30, 2003 by and among
          GE Capital Equity Investment, Inc. and registrant, et al.
10.124 -- Amendment to Security Agreement dated as of June 30, 2003 by and among
          GE Capital Equity Investment, Inc. and registrant, et al.
10.125 -- Consent to Amendment  of Series D preferred  stock dated June 27, 2003
          by and among registrant and preferred shareholders.
10.126 -- Consent to Amendment  of Series E preferred  stock dated June 27, 2003
          by and among registrant and preferred shareholders.
10.127 -- Amended and  Restated  Series A  Promissory  Note dated as of June 30,
          2003 by  and  between  registrant and its  subsidiaries and GE Capital
          Equity Investments, Inc.
10.128 -- Amended and  Restated  Series C  Promissory  Note dated as of June 30,
          2003  by  and between  registrant and its  subsidiaries and GE Capital
          Equity Investments, Inc.
10.129 -- Amended and  Restated  Series B  Promissory  Note dated as of June 30,
          2003  by  and  between   registrant  and  its   subsidiaries  and  the
          individuals identified on Schedule A of the Index to Exhibits.
10.130 -- Common Stock Purchase  warrant dated as of March 22, 2001 by and among
          registrant and the individuals  identified  on Schedule A of the Index
          to Exhibits.
10.131 -- Second  Amendment to Notes dated June 30, 2003 by and between  Stephen
          A. Hoffmann and registrant, et al.
10.132 -- Amendment dated June 27, 2003 to Lease Agreement dated January 1, 1999
          between Thomas Construction, Inc. and 13397 Lakefront Drive, LLC.
31.1   -- Rule 13a-14(a) Certification of Charles L. Smith for the Form 10-Q for
          the quarter ended June 30, 2003.
31.2   -- Rule 13a-14(a) Certification of James J.TerBeest for the Form 10-Q for
          the quarter ended June 30, 2003.
32.1   -- 18 U.S.C. Section 1350 Certifications of Charles L. Smith and James J.
          TerBeest for the Form 10-Q for the quarter ended June 30, 2003.
99.1   -- News Release of ThermoView Industries,  Inc. announcing second quarter
          financial results dated August 13, 2003.


                                   SCHEDULE A
                              TO INDEX TO EXHIBITS

Exhibit Number 10.129 Amended and Restated  Series B Promissory Note dated as of
June 30, 2003, was executed by the  registrant and issued to the  individuals in
the amounts specified:

    Name                                                              Amount
Daniel F. Dooley                                                    17,738.10
Robert L. Cox                                                      177,380.95
DART Investors, LLC                                                603,095.24
Charles L. Smith                                                   333,476.19
Robert L. Cox, II                                                  106,428.57
Stephen A. Hoffmann                                                 92,238.10
Mitch M. Wexler                                                     70,952.38
Stephen Townzen                                                     35,476.19
Emerging Business Solutions, LLC                                    35,476.19
Ronald L. Carmicle                                                  24,833.33
Raymond C. Dauenhauer                                               24,833.33
J. Sherman Henderson, III                                           24,833.33
Bruce C. Merrick                                                    24,833.33
George T. Underhill, III                                            24,833.33


                                   SCHEDULE B
                              TO INDEX TO EXHIBITS

Exhibit Number 10.130 Common Stock  Purchase  Warrant dated as of June 30, 2003,
was  executed by the  registrant  and issued to the  individuals  in the amounts
specified:

         Name                                        Warrant          Shares
Mitchell M. Wexler                                    W-21             70,000
DART Investors, L.P. No.2                             W-22            305,000
Charles L. Smith                                      W-23            305,000
GE Capital Equity Investments, Inc.                   W-24            680,000

                                       24
<PAGE>

                                                                Exhibit No. 4.4

                    THIRD AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES D
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company, by regularly scheduled meeting
held on April 24, 2003, duly approved and adopted the following amendment to the
Certificate  of  Designation  of 12% Series D  Cumulative  Preferred  Stock (the
"Certificate  of  Designation")  and with the  written  consent of all  existing
holders of the 12% Series D Cumulative Preferred Stock:

A.   Section 2 of the  Certificate  of  Designation  is hereby  replaced  in its
     entirety with the following:

     (2)      Dividends.

     (a)  Holders  of shares of Series D  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60  per  share of  Series D  Preferred  Stock,  with the  exception  of those
dividends  which  accrue from the period  commencing  October 1, 2001 and ending
March 31, 2004,  which  dividends shall be paid by the issuance of an equivalent
amount of Series D Preferred Stock.  Provided,  however,  that in the event that
funds are legally available for payment, and the Company, following distribution
of such cash  dividends,  shall remain in compliance  with sections  4.I.[1] and
4.I.[2] of that certain Eighth Amendment to Loan Agreement dated March 22, 2001,
by and between GE Capital Equity Investments,  Inc., et al. and the Company, the
Company shall pay cash dividends from the period commencing  January 1, 2003 and
ending March 31, 2004.  Dividends on the Series D Preferred  Stock will begin to
accrue  commencing  October 1, 2001 and will be payable  quarterly in arrears on
the last  calendar  day of  April,  July,  October  and  January  of each  year,
commencing July 31, 2004, representing dividends due for the quarter ending June
30, 2004 (and in the case of any  accumulated  and unpaid  dividends not paid on
the  corresponding  dividend payment date, at such additional times and for such
interim  periods,  if any, as determined by the Board of  Directors).  Dividends
will be  cumulative  from such date,  whether or not in any  dividend  period or
periods there shall be funds of the Company legally available for the payment of
such dividends.  Each such dividend will be payable to holders of record as they

                                       25
<PAGE>

appear on the stock  records  of the  Company at the close of  business  on such
record dates,  not more than 60 days nor less than 10 days preceding the payment
dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Accrued dividends earn interest to the fullest extent allowed by applicable law.
Dividends payable on the Series D Preferred Stock for any period greater or less
than a full  dividend  period  will be  computed  on the basis of  actual  days.
Dividends  payable on the Series D Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

     (b) Except as provided in the next sentence and for payment of dividends on
Series E Preferred  Stock,  no  dividend  will be declared or paid on any Parity
Stock  unless  full  cumulative  dividends  have been  declared  and paid or are
contemporaneously  declared  and funds  sufficient  for payment set aside on the
Series D Preferred Stock for all prior dividend periods. If accrued dividends on
the Series D Preferred  Stock for all prior  periods have not been paid in full,
then any  dividends  declared on the Series D Preferred  Stock for any  dividend
period  and on any Parity  Stock  will be  declared  ratably  in  proportion  to
accumulated and unpaid dividends on the Series D Preferred Stock and such Parity
Stock.

     (c) So  long as the  shares  of the  Series  D  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

B.   Other than as amended hereby, the Certificate of Designation for the Series
     D Preferred Stock remains in full force and effect.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this 24th day of April 2003.


                                ------------------------------------
                                Name:  Charles L. Smith
                                Title:    President

                                       26
<PAGE>

                                                                    Exhibit 4.5

                    SECOND AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES E
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company, by regularly scheduled meeting
held on April 24, 2003, duly approved and adopted the following amendment to the
Certificate  of  Designation  of 12% Series E  Cumulative  Preferred  Stock (the
"Certificate  of  Designation")  and with the  written  consent of all  existing
holders of the 12% Series E Cumulative Preferred Stock:

A.   Section 2 of the  Certificate  of  Designation  is hereby  replaced  in its
     entirety with the following:

     (2) Dividends.

     (a)  Holders  of shares of Series E  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative dividends at the rate per annum of $0.60
per share of Series E Preferred Stock. Dividends on the Series E Preferred Stock
will be payable  quarterly in arrears on the last  calendar day of April,  July,
October  and  January  of each  year,  commencing  July 31,  2004,  representing
dividends  due for the  quarter  ending  June 30,  2004  (and in the case of any
accumulated and unpaid dividends not paid on the corresponding  dividend payment
date,  at such  additional  times  and for  such  interim  periods,  if any,  as
determined by the Board of Directors).  Dividends will accrue from the effective
date of the  earlier  of: 1) the  original  issuance  of the Series E  Preferred
Stock,  or 2) the  original  issuance  of  ThermoView  12%  Cumulative  Series D
Preferred  Stock that is cancelled and replaced  with Series E Preferred  Stock.
Dividends which accrue from the period  beginning from the earlier of either the
date of original  issuance of Series E Preferred Stock, or the original issuance
date of ThermoView 12% Cumulative Series D preferred stock that is cancelled and
replaced  with Series E  preferred  Stock,  of the Series E Preferred  Stock and
ending March 31, 2004 shall be paid by the issuance of an  equivalent  amount of
Series E Preferred Stock.  Provided,  however,  that in the event that funds are
legally available for payment, and the Company,  following  distribution of such
cash dividends,  shall remain in compliance with sections 4.I.[1] and 4.I.[2] of
that certain  Eighth  Amendment to Loan  Agreement  dated March 22, 2001, by and
between GE Capital Equity Investments, Inc., et al. and the Company, the Company
shall pay cash dividends from the period  commencing  January 1, 2003 and ending
March 31, 2004.  Each such dividend will be payable to holders of record as they
appear on the stock  records  of the  Company at the close of  business  on such
record dates,  not more than 60 days nor less than 10 days preceding the payment
dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Dividends  will be  cumulative  from such date,  whether or not in any  dividend


                                       27
<PAGE>

period or periods there shall be funds of the Company legally  available for the
payment of such dividends. Accrued dividends earn interest to the fullest extent
allowed by  applicable  law.  Each such  dividend  will be payable to holders of
record as they  appear  on the  stock  records  of the  Company  at the close of
business  on such  record  dates,  not more  than 60 days nor less  than 10 days
preceding the payment dates thereof, as shall be fixed by the Board of Directors
of the Company. Dividends payable on the Series E Preferred Stock for any period
greater or less than a full  dividend  period  will be  computed on the basis of
actual  days.  Dividends  payable on the Series E Preferred  Stock for each full
dividend period will be computed by dividing the annual dividend rate by four.

     (b) Except as provided in the next  sentence,  no dividend will be declared
or paid on any Parity Stock unless full cumulative  dividends have been declared
and paid or are contemporaneously  declared and funds sufficient for payment set
aside on the Series E Preferred Stock for all prior dividend periods. If accrued
dividends  on the Series E Preferred  Stock for all prior  periods have not been
paid in full,  then any dividends  declared on the Series E Preferred  Stock for
any  dividend  period  and on any  Parity  Stock  will be  declared  ratably  in
proportion to accumulated  and unpaid  dividends on the Series E Preferred Stock
and such Parity Stock.

     (c) So  long as the  shares  of the  Series  E  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.


                                       28
<PAGE>

B.   Other than as amended hereby, the Certificate of Designation for the Series
     E Preferred Stock remains in full force and effect.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this 24th day of April 2003.


                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President










                                       29
<PAGE>

                                                                    Exhibit 4.6

                    FOURTH AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES D
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company, by regularly scheduled meeting
held on April 24, 2003, duly approved and adopted the following amendment to the
Certificate  of  Designation  of 12% Series D  Cumulative  Preferred  Stock (the
"Certificate  of  Designation")  and with the  written  consent of all  existing
holders of the 12% Series D Cumulative Preferred Stock:

A.   Section 2 of the  Certificate  of  Designation  is hereby  replaced  in its
     entirety with the following:

     (2) Dividends.

     (a)  Holders  of shares of Series D  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60  per  share of  Series D  Preferred  Stock,  with the  exception  of those
dividends  which  accrue from the period  commencing  October 1, 2001 and ending
September  30,  2004,  which  dividends  shall  be  paid by the  issuance  of an
equivalent amount of Series D Preferred Stock.  Provided,  however,  that in the
event that funds are legally available for payment,  and the Company,  following
distribution  of such cash  dividends,  shall remain in compliance with sections
4.I.[1] and 4.I.[2] of that certain  Eighth  Amendment to Loan  Agreement  dated
March 22, 2001, by and between GE Capital Equity  Investments,  Inc., et al. and
the Company,  the Company shall pay cash  dividends  from the period  commencing
January  1, 2003 and  ending  September  30,  2004.  Dividends  on the  Series D
Preferred  Stock  will  begin to accrue  commencing  October 1, 2001 and will be
payable  quarterly in arrears on the last calendar day of April,  July,  October
and January of each year,  commencing January 31, 2005,  representing  dividends
due for the quarter ending December 31, 2004 (and in the case of any accumulated
and unpaid  dividends not paid on the  corresponding  dividend  payment date, at
such additional times and for such interim periods, if any, as determined by the
Board of Directors). Dividends will be cumulative from such date, whether or not
in any dividend  period or periods  there shall be funds of the Company  legally
available for the payment of such dividends.  Each such dividend will be payable

                                       30
<PAGE>

to holders of record as they  appear on the stock  records of the Company at the
close of business on such record  dates,  not more than 60 days nor less than 10
days  preceding  the payment  dates  thereof,  as shall be fixed by the Board of
Directors of the Company.  Accrued dividends earn interest to the fullest extent
allowed by applicable law. Dividends payable on the Series D Preferred Stock for
any period  greater or less than a full dividend  period will be computed on the
basis of actual days. Dividends payable on the Series D Preferred Stock for each
full  dividend  period will be computed by dividing the annual  dividend rate by
four.

     (b) Except as provided in the next sentence and for payment of dividends on
Series E Preferred  Stock,  no  dividend  will be declared or paid on any Parity
Stock  unless  full  cumulative  dividends  have been  declared  and paid or are
contemporaneously  declared  and funds  sufficient  for payment set aside on the
Series D Preferred Stock for all prior dividend periods. If accrued dividends on
the Series D Preferred  Stock for all prior  periods have not been paid in full,
then any  dividends  declared on the Series D Preferred  Stock for any  dividend
period  and on any Parity  Stock  will be  declared  ratably  in  proportion  to
accumulated and unpaid dividends on the Series D Preferred Stock and such Parity
Stock.

     (c) So  long as the  shares  of the  Series  D  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

B.   Section 3A of the  Certificate  of  Designation  is hereby  replaced in its
     entirety with the following:

     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series D Preferred  Stock and Parity Stock,  on an annual basis
commencing  January 1, 2005,  and  continuing on an annual basis until such time

                                       31
<PAGE>

that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series D Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series D Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series D Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

     (1)  whether  all or less  than  all the  outstanding  shares  of  Series D
          Preferred  Stock and  Parity  Stock are to be  redeemed  and the total
          number of shares of Series D  Preferred  Stock and Parity  Stock being
          redeemed;

     (2)  the number of shares of Series D Preferred Stock and Parity Stock held
          by the holder that the Company intends to redeem;

     (3)  the Redemption Date and the Redemption Price; and

     (4)  that the holder is to surrender  to the Company,  in the manner and at
          the  place   designated,   his  or  her  certificate  or  certificates
          representing  the shares of Series D Preferred  Stock and Parity Stock
          to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series D
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series D  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (e) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series D Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed
will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series D  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series D
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series D
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

                                       32
<PAGE>

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.


C.   Other than as amended hereby, the Certificate of Designation for the Series
     D Preferred Stock remains in full force and effect.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this 2nd day of May 2003.



                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

                                       33
<PAGE>

                                                                    Exhibit 4.7

                    THIRD AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES E
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of  Directors  of the  Company,  at a  regularly  scheduled
meeting  held on April  24,  2003,  duly  approved  and  adopted  the  following
amendment to the Certificate of Designation of 12% Series E Cumulative Preferred
Stock (the  "Certificate  of  Designation")  and with the written consent of all
existing holders of the 12% Series E Cumulative Preferred Stock:

A.   Section 2 of the  Certificate  of  Designation  is hereby  replaced  in its
     entirety with the following:

     (2) Dividends.

     (a)  Holders  of shares of Series E  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative dividends at the rate per annum of $0.60
per share of Series E Preferred Stock. Dividends on the Series E Preferred Stock
will be payable  quarterly in arrears on the last  calendar day of April,  July,
October and January of each year,  commencing  January  31,  2005,  representing
dividends due for the quarter  ending  December 31, 2004 (and in the case of any
accumulated and unpaid dividends not paid on the corresponding  dividend payment
date,  at such  additional  times  and for  such  interim  periods,  if any,  as
determined by the Board of Directors).  Dividends will accrue from the effective
date of the  earlier  of: 1) the  original  issuance  of the Series E  Preferred
Stock,  or 2) the  original  issuance  of  ThermoView  12%  Cumulative  Series D
Preferred  Stock that is cancelled and replaced  with Series E Preferred  Stock.
Dividends which accrue from the period  beginning from the earlier of either the
date of original  issuance of Series E Preferred Stock, or the original issuance
date of ThermoView 12% Cumulative Series D preferred stock that is cancelled and
replaced  with Series E  preferred  Stock,  of the Series E Preferred  Stock and
ending September 30, 2004 shall be paid by the issuance of an equivalent  amount
of Series E Preferred Stock. Provided, however, that in the event that funds are
legally available for payment, and the Company,  following  distribution of such
cash dividends,  shall remain in compliance with sections 4.I.[1] and 4.I.[2] of
that certain  Eighth  Amendment to Loan  Agreement  dated March 22, 2001, by and
between GE Capital Equity Investments, Inc., et al. and the Company, the Company
shall pay cash dividends from the period  commencing  January 1, 2003 and ending
September  30, 2004.  Each such dividend will be payable to holders of record as
they appear on the stock records of the Company at the close of business on such
record dates,  not more than 60 days nor less than 10 days preceding the payment

                                       34
<PAGE>

dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Dividends  will be  cumulative  from such date,  whether or not in any  dividend
period or periods there shall be funds of the Company legally  available for the
payment of such dividends. Accrued dividends earn interest to the fullest extent
allowed by  applicable  law.  Each such  dividend  will be payable to holders of
record as they  appear  on the  stock  records  of the  Company  at the close of
business  on such  record  dates,  not more  than 60 days nor less  than 10 days
preceding the payment dates thereof, as shall be fixed by the Board of Directors
of the Company. Dividends payable on the Series E Preferred Stock for any period
greater or less than a full  dividend  period  will be  computed on the basis of
actual  days.  Dividends  payable on the Series E Preferred  Stock for each full
dividend period will be computed by dividing the annual dividend rate by four.

     (b) Except as provided in the next  sentence,  no dividend will be declared
or paid on any Parity Stock unless full cumulative  dividends have been declared
and paid or are contemporaneously  declared and funds sufficient for payment set
aside on the Series E Preferred Stock for all prior dividend periods. If accrued
dividends  on the Series E Preferred  Stock for all prior  periods have not been
paid in full,  then any dividends  declared on the Series E Preferred  Stock for
any  dividend  period  and on any  Parity  Stock  will be  declared  ratably  in
proportion to accumulated  and unpaid  dividends on the Series E Preferred Stock
and such Parity Stock.

     (c) So  long as the  shares  of the  Series  E  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

                                       35
<PAGE>

B.   Section 3A of the  Certificate  of  Designation  is hereby  replaced in its
     entirety with the following:

     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series E Preferred  Stock and Parity Stock,  on an annual basis
commencing  January 1, 2005,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series E Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series E Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series E Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

     (1)  whether  all or less  than  all the  outstanding  shares  of  Series E
          Preferred  Stock and  Parity  Stock are to be  redeemed  and the total
          number of shares of Series E  Preferred  Stock and Parity  Stock being
          redeemed;

     (2)  the number of shares of Series E Preferred Stock and Parity Stock held
          by the holder that the Company intends to redeem;

     (3)  the Redemption Date and the Redemption Price; and

     (4)  that the holder is to surrender  to the Company,  in the manner and at
          the  place   designated,   his  or  her  certificate  or  certificates
          representing  the shares of Series E Preferred  Stock and Parity Stock
          to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series E
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series E  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (f) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series E Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed

                                       36
<PAGE>

will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series E  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by  private  agreement.  Other than as  amended  hereby,  the
Certificate  of  Designation  for the Series E Preferred  Stock  remains in full
force and effect.

C.   Other than as amended hereby, the Certificate of Designation for the Series
     E Preferred Stock remains in full force and effect.

IN   WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate to
     be signed by its President on this 2nd day of May 2003.


                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

                                       37
<PAGE>

                                                                    Exhibit 4.8

                    FIFTH AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES D
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware, the Board of Directors of the Company, by special meeting held on June
2, 2003,  duly approved and adopted the following  amendment and  restatement to
the  Certificate of Designation of 12% Series D Cumulative  Preferred Stock (the
"Certificate  of  Designation")  and with the  written  consent of all  existing
holders of the 12% Series D Cumulative Preferred Stock:

     A.   The Certificate of Designation of Cumulative Preferred Stock, Series D
          of ThermoView Industries, Inc. is hereby restated in its entirety with
          the following:

     Pursuant to Section 141(f) of the General  Corporation  Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
          the Board of Directors of the Company by the provisions of Section 4.2
          of Article IV of the  Restated  Certificate  of  Incorporation  of the
          Company (the  "Restated  Certificate of  Incorporation"),  and Section
          151(g) of the DGCL, such Board of Directors  hereby creates,  from the
          5,000,000  authorized  shares of Preferred  Stock, par value $.001 per
          share (the "Preferred  Stock"), of the Company authorized to be issued
          pursuant to the Restated  Certificate  of  Incorporation,  a series of
          Preferred  Stock,  and hereby fixes by this certificate of designation
          (this  "Certificate of Designation") the voting powers,  designations,
          preferences  and  relative,  participating,  optional or other special
          rights, and  qualifications,  limitations or restrictions  thereof, of
          the shares of such series as follows

          The series of Preferred  Stock  hereby  established  shall  consist of
          2,000,000  shares  designated  as "8%  Cumulative  Series D  Preferred
          Stock"  (hereinafter  called the  "Series D Preferred  Stock"),  which

                                       38
<PAGE>

          shall have a stated  value of $5.00 per share.  The  relative  rights,
          preferences and limitations of such series shall be as follows:

                     8% CUMULATIVE SERIES D PREFERRED STOCK

     (1) Ranking.

     The Series D Preferred Stock will, with respect to payment of dividends and
amounts  upon  liquidation,  dissolution  or winding  up, rank (i) senior to the
Common Stock of the Company,  $.001 par value (the "Common Stock") and to shares
of all other series of Preferred  Stock issued by the Company the terms of which
specifically  provide that the capital  stock of such series rank junior to such
Series D Preferred Stock with respect to dividend rights or  distributions  upon
dissolution of the Company  ("Junior  Stock");  (ii) on a parity with (a) all of
the shares of the Company's 8% Cumulative  Series E Preferred Stock, and (b) the
shares of all capital  stock  issued by the Company  whether or not the dividend
rates,  dividend  payment dates,  or redemption or liquidation  prices per share
thereof shall be different  from those of the Series D Preferred  Stock,  if the
holders of stock of such class or series shall be entitled by the terms  thereof
to the  receipt of  dividends  or of  amounts  distributable  upon  liquidation,
dissolution or winding up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority of one over
the other as between  the  holders  of such  stock and the  holders of shares of
Series D Preferred Stock  (collectively  (a) and (b) being "Parity Stock");  and
(iii)  junior to all  capital  stock  issued by the  Company  the terms of which
specifically provide that the shares rank senior to the Series D Preferred Stock
with respect to dividends  and  distributions  upon  dissolution  of the Company
("Senior Stock").

     (2) Dividends.

     (a)  Holders  of shares of Series D  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.40  per  share of  Series D  Preferred  Stock,  with the  exception  of those
dividends which accrue from the period commencing  October 1, 2001 and ending on
the earlier date of (i) the date on which the Company has fully  satisfied  that
certain Amended and Restated Series A Promissory Note dated June 30, 2003 in the
principal  amount of  $2,128,571.43,  including  any  extensions,  amendments or
replacements  thereof,  and,  collectively,  those certain  Amended and Restated
Series B Promissory  Notes dated June 30, 2003 issued by the Company to Series B
lenders in the collective  amount of  $1,596,428.57,  including any  extensions,
amendments or  replacements  thereof;  or, (ii) March 31, 2006,  which dividends
shall be paid by the  issuance  of an  equivalent  amount of Series D  Preferred
Stock. Provided, however, that in the event that funds are legally available for
payment, and the Company,  following distribution of such cash dividends,  shall
remain in compliance  with sections  4.I.[1] and 4.I.[2] of that certain  Eighth
Amendment  to Loan  Agreement  dated March 22,  2001,  by and between GE Capital
Equity  Investments,  Inc.,  et al. and the Company,  the Company shall pay cash
dividends from the period commencing  January 1, 2003 and ending March 31, 2006.
Dividends  on the  Series D  Preferred  Stock  will  begin to accrue  commencing
October 1, 2001 and will be payable  quarterly  in arrears on the last  calendar
day of April, July, October and January of each year,  commencing July 31, 2006,
representing dividends due for the quarter ending June 30, 2006 (and in the case
of any accumulated and unpaid dividends not paid on the  corresponding  dividend
payment date, at such additional times and for such interim periods,  if any, as
determined by the Board of Directors).  Dividends  will be cumulative  from such
date,  whether or not in any dividend  period or periods there shall be funds of
the  Company  legally  available  for the payment of such  dividends.  Each such

                                       39
<PAGE>

dividend  will be  payable  to  holders  of record  as they  appear on the stock
records of the Company at the close of business on such record  dates,  not more
than 60 days nor less than 10 days preceding the payment dates thereof, as shall
be fixed by the  Board of  Directors  of the  Company.  Accrued  dividends  earn
interest to the fullest extent allowed by applicable law.  Dividends  payable on
the Series D Preferred Stock for any period greater or less than a full dividend
period will be computed on the basis of actual  days.  Dividends  payable on the
Series D  Preferred  Stock for each full  dividend  period  will be  computed by
dividing the annual dividend rate by four.

     (b) Except as provided in the next sentence and for payment of dividends on
Series E Preferred  Stock,  no  dividend  will be declared or paid on any Parity
Stock  unless  full  cumulative  dividends  have been  declared  and paid or are
contemporaneously  declared  and funds  sufficient  for payment set aside on the
Series D Preferred Stock for all prior dividend periods. If accrued dividends on
the Series D Preferred  Stock for all prior  periods have not been paid in full,
then any  dividends  declared on the Series D Preferred  Stock for any  dividend
period  and on any Parity  Stock  will be  declared  ratably  in  proportion  to
accumulated and unpaid dividends on the Series D Preferred Stock and such Parity
Stock.

     (c) So  long as the  shares  of the  Series  D  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

                                       40
<PAGE>

     (3) Optional Redemption.

     (a) The shares of Series D Preferred Stock will be redeemable at the option
of the  Company  in whole or in part,  for cash or for such  number of shares of
Common  Stock as equals  the  Liquidation  Preference  (defined  hereinafter  in
paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series D  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

     (b) Notice of redemption (the "Redemption Notice") will be given by mail to
the  holders of the Series D  Preferred  Stock not less than 30 nor more than 60
days prior to the date  selected by the Company to redeem the Series D Preferred
Stock.  The Redemption  Notice shall be deemed to have been given when deposited
in the United States mail,  first-class  mail,  postage prepaid,  whether or not
such notice is actually received. Any failure to mail the notice provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings  for the  redemption of any shares to be so redeemed.  The Company's
right to exercise its  redemption  option will not be affected by changes in the
closing price of the Common Stock  following such 30-day  period.  If fewer than
all of the shares of Series D Preferred Stock are to be redeemed,  the shares to
be  redeemed  shall be  selected  by lot or pro rata or in some other  equitable
manner determined by the Board of Directors of the Company;  provided,  however,
that the Company  shall not be required to effect the  redemption  in any manner
that results in additional fractional shares being outstanding.


     (c) On the redemption date, the Company must pay, in cash, on each share of
Series D Preferred  Stock to be redeemed any  accumulated  and unpaid  dividends
through the  redemption  date. In the case of a redemption  date falling after a
dividend  payment record date and prior to the related payment date, the holders
of the Series D  Preferred  Stock at the close of  business  on such record date
will  be  entitled  to  receive  the  dividend  payable  on such  shares  on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series D Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

     (d) On and after the date fixed for  redemption,  provided that the Company
has  made  available  at the  office  of its  registrar  and  transfer  agent  a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series D  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series D Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series D Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series D

                                       41
<PAGE>

Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series D
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series D Preferred  Stock is
redeemable.

     (e) Fractional  shares of Common Stock are not to be issued upon redemption
of the Series D Preferred  Stock,  but, in lieu thereof,  the Company will pay a
cash adjustment based on the current market price of the Common Stock on the day
prior to the  redemption  date. If fewer than all the shares  represented by any
such certificate are redeemed,  a new certificate  shall be issued  representing
the  unredeemed  shares of Series D Preferred  Stock  without cost to the holder
thereof.

     (f) Any shares or cash set aside by the Company  pursuant  to  subparagraph
(e) and  unclaimed at the end of three years from the date fixed for  redemption
shall revert to the Company.

     (g)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.


     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series D Preferred  Stock and Parity Stock,  on an annual basis
commencing  August 31, 2006,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series D Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series D Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series D Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

          (1)  whether all or less than all the  outstanding  shares of Series D
               Preferred Stock and Parity Stock are to be redeemed and the total
               number of shares of Series D  Preferred  Stock and  Parity  Stock
               being redeemed;

          (2)  the number of shares of Series D Preferred Stock and Parity Stock
               held by the holder that the Company intends to redeem;

                                       42
<PAGE>

          (3)  the Redemption Date and the Redemption Price; and

          (4)  that the holder is to surrender to the Company, in the manner and
               at the place  designated,  his or her certificate or certificates
               representing  the shares of Series D  Preferred  Stock and Parity
               Stock to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series D
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series D  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (g) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series D Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed
will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series D  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series D
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series D
Preferred Stock and Parity Stock above twelve percent (12%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.

     (4) Liquidation Preference.

     (a) The holders of shares of Series D  Preferred  Stock will be entitled to
receive  in the  event of any  liquidation,  dissolution  or  winding  up of the
Company, whether voluntary or involuntary, $5.00 per share of Series D Preferred
Stock  (the  "Liquidation  Preference"),  plus an  amount  per share of Series D
Preferred  Stock  equal to all  dividends  (whether  or not earned or  declared)
accumulated  and  unpaid  thereon  to the  date of  final  distribution  to such
holders, and no more. If, upon any liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable among the
holders  of the Series D  Preferred  Stock are  insufficient  to pay in full the

                                       43
<PAGE>

liquidation  preference  with  respect to the Series D  Preferred  Stock and any
other  Parity  Stock,  then  such  assets,  or the  proceeds  thereof,  will  be
distributed  among the holders of Series D  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series D  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

     (b) Neither a  consolidation  or merger of the Company with or into another
corporation,  nor a sale, lease or transfer of all or  substantially  all of the
Company's  assets will be considered a  liquidation,  dissolution or winding up,
voluntary or involuntary, of the Company.

     (5) Voting Rights. Except as may be required by applicable law from time to
time,  the  holders  of shares of Series D  Preferred  Stock will have no voting
rights.

     (6) Sinking Fund. The Series D Preferred Stock shall not be entitled to any
mandatory  redemption  or  prepayment  (except on  liquidation,  dissolution  or
winding up of the affairs of the Company) or to the benefit of any sinking fund.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this 30th day of June 2003.



                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

                                       44
<PAGE>

                                                                    Exhibit 4.9

                    FOURTH AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES E
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company,  at a special  meeting held on
June 2, 2003, duly approved and adopted the following  amendment and restatement
to the  Certificate of Designation  of 12% Series E Cumulative  Preferred  Stock
(the  "Certificate of Designation") and with the written consent of all existing
holders of the 12% Series E Cumulative Preferred Stock:

          A.   The  Certificate of Designation  of Cumulative  Preferred  Stock,
               Series E of ThermoView  Industries,  Inc., is hereby  restated in
               its entirety with the following:

     Pursuant to Section 141(f) of the General  Corporation  Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
     the Board of Directors of the Company by the  provisions  of Section 4.2 of
     Article IV of the Restated Certificate of Incorporation of the Company (the
     "Restated  Certificate of Incorporation"),  and Section 151(g) of the DGCL,
     such Board of  Directors  hereby  creates,  from the  5,000,000  authorized
     shares of  Preferred  Stock,  par value  $.001  per share  (the  "Preferred
     Stock"),  of the Company  authorized to be issued  pursuant to the Restated
     Certificate of Incorporation, a series of Preferred Stock, and hereby fixes
     by this certificate of designation (this  "Certificate of Designation") the
     voting  powers,  designations,  preferences  and  relative,  participating,
     optional  or other  special  rights,  and  qualifications,  limitations  or
     restrictions thereof, of the shares of such series as follows:

          The series of Preferred  Stock  hereby  established  shall  consist of
          500,000 shares  designated as "8% Cumulative Series E Preferred Stock"
          (hereinafter called the "Series E Preferred Stock"),  which shall have
          a stated value of $5.00 per share.  The relative  rights,  preferences
          and limitations of such series shall be as follows:

                                       45
<PAGE>

                     8% CUMULATIVE SERIES E PREFERRED STOCK

     (2) Ranking.

     The Series E Preferred Stock will, with respect to payment of dividends and
amounts  upon  liquidation,  dissolution  or winding  up, rank (i) senior to the
Common Stock of the Company,  $.001 par value (the "Common Stock") and to shares
of all other series of Preferred  Stock issued by the Company the terms of which
specifically  provide that the capital  stock of such series rank junior to such
Series E Preferred Stock with respect to dividend rights or  distributions  upon
dissolution of the Company  ("Junior  Stock");  (ii) on a parity with (a) all of
the shares of the Company's 8% Cumulative  Series D Preferred Stock, and (b) the
shares of all capital  stock  issued by the Company  whether or not the dividend
rates,  dividend  payment dates,  or redemption or liquidation  prices per share
thereof shall be different  from those of the Series E Preferred  Stock,  if the
holders of stock of such class or series shall be entitled by the terms  thereof
to the  receipt of  dividends  or of  amounts  distributable  upon  liquidation,
dissolution or winding up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority of one over
the other as between  the  holders  of such  stock and the  holders of shares of
Series E Preferred Stock  (collectively  (a) and (b) being "Parity Stock");  and
(iii)  junior to all  capital  stock  issued by the  Company  the terms of which
specifically provide that the shares rank senior to the Series E Preferred Stock
with respect to dividends  and  distributions  upon  dissolution  of the Company
("Senior Stock").

     (2) Dividends.

     (a)  Holders  of shares of Series E  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  dividends at the rate per annum of $.40
per share of Series E Preferred Stock. Dividends on the Series E Preferred Stock
will be payable  quarterly in arrears on the last  calendar day of April,  July,
October and January of each year,  commencing  on the earlier of (i) the date on
which the Company has fully satisfied that certain Amended and Restated Series A
Promissory  Note dated June 30, 2003 in the principal  amount of  $2,128,571.43,
including any extensions, amendments or replacements thereof, and, collectively,
those certain Amended and Restated Series B Promissory Notes dated June 30, 2003
issued  by the  Company  to  Series  B  lenders  in  the  collective  amount  of
$1,596,428.57, including any extensions, amendments or replacements thereof; or,
July 31, 2006,  representing  dividends due for the quarter ending June 30, 2006
(and  in the  case of any  accumulated  and  unpaid  dividends  not  paid on the
corresponding  dividend  payment  date,  at such  additional  times and for such
interim  periods,  if any, as determined by the Board of  Directors).  Dividends
will accrue from the effective date of the earlier of: 1) the original  issuance
of the Series E Preferred  Stock,  or 2) the  original  issuance  of  ThermoView
Cumulative Series D Preferred Stock that is cancelled and replaced with Series E
Preferred  Stock.  Dividends  which  accrue from the period  beginning  from the
earlier of either the date of original  issuance of Series E Preferred Stock, or
the original  issuance date of ThermoView  Cumulative  Series D preferred  stock
that is cancelled  and replaced with Series E preferred  Stock,  of the Series E

                                       46
<PAGE>

Preferred  Stock and ending on the  earlier of (i) the date on which the Company
has fully  satisfied that certain  Amended and Restated Series A Promissory Note
dated June 30, 2003 in the  principal  amount of  $2,128,571.43,  including  any
extensions, amendments or replacements thereof, and, collectively, those certain
Amended and Restated Series B Promissory Notes dated June 30, 2003 issued by the
Company to Series B lenders in the collective amount of $1,596,428.57, including
any extensions, amendments or replacements thereof; or, (ii)March 31, 2006 shall
be paid by the  issuance of an  equivalent  amount of Series E Preferred  Stock.
Provided,  however,  that in the event  that  funds are  legally  available  for
payment, and the Company,  following distribution of such cash dividends,  shall
remain in compliance  with sections  4.I.[1] and 4.I.[2] of that certain  Eighth
Amendment  to Loan  Agreement  dated March 22,  2001,  by and between GE Capital
Equity  Investments,  Inc.,  et al. and the Company,  the Company shall pay cash
dividends from the period commencing  January 1, 2003 and ending March 31, 2006.
Each such  dividend  will be payable to holders of record as they  appear on the
stock records of the Company at the close of business on such record dates,  not
more than 60 days nor less than 10 days preceding the payment dates thereof,  as
shall be fixed by the  Board of  Directors  of the  Company.  Dividends  will be
cumulative  from such  date,  whether or not in any  dividend  period or periods
there shall be funds of the Company  legally  available  for the payment of such
dividends.  Accrued  dividends  earn interest to the fullest  extent  allowed by
applicable  law. Each such dividend will be payable to holders of record as they
appear on the stock  records  of the  Company at the close of  business  on such
record dates,  not more than 60 days nor less than 10 days preceding the payment
dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Dividends payable on the Series E Preferred Stock for any period greater or less
than a full  dividend  period  will be  computed  on the basis of  actual  days.
Dividends  payable on the Series E Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

     (b) Except as provided in the next  sentence,  no dividend will be declared
or paid on any Parity Stock unless full cumulative  dividends have been declared
and paid or are contemporaneously  declared and funds sufficient for payment set
aside on the Series E Preferred Stock for all prior dividend periods. If accrued
dividends  on the Series E Preferred  Stock for all prior  periods have not been
paid in full,  then any dividends  declared on the Series E Preferred  Stock for
any  dividend  period  and on any  Parity  Stock  will be  declared  ratably  in
proportion to accumulated  and unpaid  dividends on the Series E Preferred Stock
and such Parity Stock.

     (c) So  long as the  shares  of the  Series  E  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in

                                       47
<PAGE>

the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

     (3) Optional Redemption.

     (a) The shares of Series E Preferred Stock will be redeemable at the option
of the  Company  in whole or in part,  for cash or for such  number of shares of
Common  Stock as equals  the  Liquidation  Preference  (defined  hereinafter  in
paragraph (4)) of the Series E Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series E  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

     (b) Notice of redemption (the "Redemption Notice") will be given by mail to
the  holders of the Series E  Preferred  Stock not less than 30 nor more than 60
days prior to the date  selected by the Company to redeem the Series E Preferred
Stock.  The Redemption  Notice shall be deemed to have been given when deposited
in the United States mail,  first-class  mail,  postage prepaid,  whether or not
such notice is actually received. Any failure to mail the notice provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings  for the  redemption of any shares to be so redeemed.  The Company's
right to exercise its  redemption  option will not be affected by changes in the
closing price of the Common Stock  following such 30-day  period.  If fewer than
all of the shares of Series E Preferred Stock are to be redeemed,  the shares to
be  redeemed  shall be  selected  by lot or pro rata or in some other  equitable
manner determined by the Board of Directors of the Company;  provided,  however,
that the Company  shall not be required to effect the  redemption  in any manner
that results in additional fractional shares being outstanding.

     (c) On the redemption date, the Company must pay, in cash, on each share of
Series E Preferred  Stock to be redeemed any  accumulated  and unpaid  dividends
through the  redemption  date. In the case of a redemption  date falling after a
dividend  payment record date and prior to the related payment date, the holders
of the Series E  Preferred  Stock at the close of  business  on such record date
will  be  entitled  to  receive  the  dividend  payable  on such  shares  on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series E Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

                                       48
<PAGE>

     (d) On and after the date fixed for  redemption,  provided that the Company
has  made  available  at the  office  of its  registrar  and  transfer  agent  a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series E  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series E Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series E Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series E
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series E
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series E Preferred  Stock is
redeemable.

     (e) Fractional  shares of Common Stock are not to be issued upon redemption
of the Series E Preferred  Stock,  but, in lieu thereof,  the Company will pay a
cash adjustment based on the current market price of the Common Stock on the day
prior to the  redemption  date. If fewer than all the shares  represented by any
such certificate are redeemed,  a new certificate  shall be issued  representing
the  unredeemed  shares of Series E Preferred  Stock  without cost to the holder
thereof.

     (f) Any shares or cash set aside by the Company  pursuant  to  subparagraph
(e) and  unclaimed at the end of three years from the date fixed for  redemption
shall revert to the Company.

     (g)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series E Preferred  Stock and Parity Stock,  on an annual basis
commencing  August 31, 2006,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series E Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series E Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,

                                       49
<PAGE>

postage  prepaid,  to each holder of record of the Series E Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

          (1)  whether all or less than all the  outstanding  shares of Series E
               Preferred Stock and Parity Stock are to be redeemed and the total
               number of shares of Series E  Preferred  Stock and  Parity  Stock
               being redeemed;

          (2)  the number of shares of Series E Preferred Stock and Parity Stock
               held by the holder that the Company intends to redeem;

          (3)  the Redemption Date and the Redemption Price; and

          (4)  that the holder is to surrender to the Company, in the manner and
               at the place  designated,  his or her certificate or certificates
               representing  the shares of Series E  Preferred  Stock and Parity
               Stock to be redeemed.  The  Redemption  Notice shall be deemed to
               have  been  given  when  deposited  in the  United  States  mail,
               first-class mail, postage prepaid,  whether or not such notice is
               actually received. Any failure to mail the notice provided or any
               defect in notice or in the  mailing of notice will not affect the
               validity of the  proceedings  for the redemption of any shares to
               be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series E
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series E  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (e) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series E Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed
will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series E  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above twelve percent (12%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

                                       50
<PAGE>

     (4) Liquidation Preference.

     (a) The holders of shares of Series E  Preferred  Stock will be entitled to
receive  in the  event of any  liquidation,  dissolution  or  winding  up of the
Company, whether voluntary or involuntary, $5.00 per share of Series E Preferred
Stock  (the  "Liquidation  Preference"),  plus an  amount  per share of Series E
Preferred  Stock  equal to all  dividends  (whether  or not earned or  declared)
accumulated  and  unpaid  thereon  to the  date of  final  distribution  to such
holders, and no more. If, upon any liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable among the
holders  of the Series E  Preferred  Stock are  insufficient  to pay in full the
liquidation  preference  with  respect to the Series E  Preferred  Stock and any
other  Parity  Stock,  then  such  assets,  or the  proceeds  thereof,  will  be
distributed  among the holders of Series E  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series E  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

     (b) Neither a  consolidation  or merger of the Company with or into another
corporation,  nor a sale, lease or transfer of all or  substantially  all of the
Company's  assets will be considered a  liquidation,  dissolution or winding up,
voluntary or involuntary, of the Company.

     (5) Voting Rights. Except as may be required by applicable law from time to
time,  the  holders  of shares of Series E  Preferred  Stock will have no voting
rights.

     (6) Sinking Fund. The Series E Preferred Stock shall not be entitled to any
sinking fund.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this 30th day of June 2003.



                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

                                       51
<PAGE>

                                                                Exhibit 10.114

                              CONSENT TO AMENDMENT

     THIS  CONSENT TO  AMENDMENT  is made and entered  into as of the 2nd day of
May, 2003,  with an effective date of March 31, 2003, by and between  THERMOVIEW
INDUSTRIES, INC., a Delaware corporation ("ThermoView") and ____________________
("Holder").

                             PRELIMINARY STATEMENTS

     ThermoView has  previously  issued,  or will cause to be issued,  to Holder
shares of ThermoView 12% Cumulative Series D Preferred Stock with a stated value
of $5.00  (the  "Preferred  Stock").  The  Holder  has  previously  provided  to
ThermoView an oral agreement to provide a written consent to ThermoView to cause
the  filing  with  the  Delaware  Secretary  of  State  of an  amendment  to the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     2.  Consent  to  Amendment.   Holder  consents  to  the  amendment  to  the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     3. Miscellaneous.

     (a)  Entire  Agreement.  This  Consent  to  Amendment  embodies  the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
payment of Preferred  Stock  dividends and  supersedes all prior oral or written
agreements and  understandings  relating to same. No statement,  representation,
warranty,  covenant or  agreement  of any kind not  expressly  set forth in this
Consent to Amendment shall affect, or be used to interpret,  change or restrict,
the express terms and provisions of this Consent to Amendment.

     (b) Modifications and Amendments.  The terms and provisions of this Consent
to Amendment  may be modified or amended only by written  agreement  executed by
all parties hereto.

     (c)  Benefit.  This  Consent to  Amendment  shall be binding on the parties
hereto and shall inure to the benefit of the parties  hereto and the  respective
successors and permitted  assigns of each party hereto.  Nothing in this Consent
to Amendment shall be construed to create any rights or obligations except among
the parties  hereto,  and no person or entity shall be regarded as a third-party
beneficiary of this Consent to Amendment.

     (d) Governing Law. This Consent to Amendment and the rights and obligations
of the parties  hereunder  shall be construed in accordance with and governed by
the law of the  Commonwealth of Kentucky,  without giving effect to the conflict
of law principles thereof.

                                       52
<PAGE>

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Consent to Amendment shall be unreasonable or unenforceable in any respect, then
such  provision  shall be deemed  limited to the extent that such court deems it
reasonable  and  enforceable,  and as so limited  shall remain in full force and
effect.  In the event that such court shall deem any such provision,  or portion
thereof,  wholly  unenforceable,  the  remaining  provisions  of this Consent to
Amendment shall nevertheless remain in full force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions  of this Consent to Amendment are for convenience of reference only
and shall in no way modify,  or affect the meaning or construction of any of the
terms or provisions hereof.

     (g) Counterparts.  This Consent to Amendment may be executed in one or more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS  WHEREOF,  ThermoView has caused this Consent to Amendment to be
executed by its duly authorized  officer and Holder has executed this Consent to
Amendment all as of the date first above written.

                                THERMOVIEW INDUSTRIES, INC.


                                By:
                                ------------------------------------------------

                                Title:
                                ------------------------------------------------


                                ------------------------------------------------
                                Holder

                                       53
<PAGE>

                                    EXHIBIT A

                    FOURTH AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES D
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company, by regularly scheduled meeting
held on April 24, 2003, duly approved and adopted the following amendment to the
Certificate  of  Designation  of 12% Series D  Cumulative  Preferred  Stock (the
"Certificate  of  Designation")  and with the  written  consent of all  existing
holders of the 12% Series D Cumulative Preferred Stock:

A.   Section 2 of the  Certificate  of  Designation  is hereby  replaced  in its
     entirety with the following:

     (2) Dividends.

     (a)  Holders  of shares of Series D  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60  per  share of  Series D  Preferred  Stock,  with the  exception  of those
dividends  which  accrue from the period  commencing  October 1, 2001 and ending
September  30,  2004,  which  dividends  shall  be  paid by the  issuance  of an
equivalent amount of Series D Preferred Stock.  Provided,  however,  that in the
event that funds are legally available for payment,  and the Company,  following
distribution  of such cash  dividends,  shall remain in compliance with sections
4.I.[1] and 4.I.[2] of that certain  Eighth  Amendment to Loan  Agreement  dated
March 22, 2001, by and between GE Capital Equity  Investments,  Inc., et al. and
the Company,  the Company shall pay cash  dividends  from the period  commencing
January  1, 2003 and  ending  September  30,  2004.  Dividends  on the  Series D
Preferred  Stock  will  begin to accrue  commencing  October 1, 2001 and will be
payable  quarterly in arrears on the last calendar day of April,  July,  October
and January of each year,  commencing January 31, 2005,  representing  dividends
due for the quarter ending December 31, 2004 (and in the case of any accumulated
and unpaid  dividends not paid on the  corresponding  dividend  payment date, at
such additional times and for such interim periods, if any, as determined by the
Board of Directors). Dividends will be cumulative from such date, whether or not
in any dividend  period or periods  there shall be funds of the Company  legally

                                       54
<PAGE>

available for the payment of such dividends.  Each such dividend will be payable
to holders of record as they  appear on the stock  records of the Company at the
close of business on such record  dates,  not more than 60 days nor less than 10
days  preceding  the payment  dates  thereof,  as shall be fixed by the Board of
Directors of the Company.  Accrued dividends earn interest to the fullest extent
allowed by applicable law. Dividends payable on the Series D Preferred Stock for
any period  greater or less than a full dividend  period will be computed on the
basis of actual days. Dividends payable on the Series D Preferred Stock for each
full  dividend  period will be computed by dividing the annual  dividend rate by
four.

     (b) Except as provided in the next sentence and for payment of dividends on
Series E Preferred  Stock,  no  dividend  will be declared or paid on any Parity
Stock  unless  full  cumulative  dividends  have been  declared  and paid or are
contemporaneously  declared  and funds  sufficient  for payment set aside on the
Series D Preferred Stock for all prior dividend periods. If accrued dividends on
the Series D Preferred  Stock for all prior  periods have not been paid in full,
then any  dividends  declared on the Series D Preferred  Stock for any  dividend
period  and on any Parity  Stock  will be  declared  ratably  in  proportion  to
accumulated and unpaid dividends on the Series D Preferred Stock and such Parity
Stock.

     (c) So  long as the  shares  of the  Series  D  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

B.   Section 3A of the  Certificate  of  Designation  is hereby  replaced in its
     entirety with the following:

     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series D Preferred  Stock and Parity Stock,  on an annual basis

                                       55
<PAGE>

commencing  January 1, 2005,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series D Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series D Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series D Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

          (1)  whether all or less than all the  outstanding  shares of Series D
               Preferred Stock and Parity Stock are to be redeemed and the total
               number of shares of Series D  Preferred  Stock and  Parity  Stock
               being redeemed;

          (2)  the number of shares of Series D Preferred Stock and Parity Stock
               held by the holder that the Company intends to redeem;

          (3)  the Redemption Date and the Redemption Price; and

          (4)  that the holder is to surrender to the Company, in the manner and
               at the place  designated,  his or her certificate or certificates
               representing  the shares of Series D  Preferred  Stock and Parity
               Stock to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series D
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series D  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (h) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series D Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed
will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series D  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series D

                                       56
<PAGE>

Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series D
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.


D.   Other than as amended hereby, the Certificate of Designation for the Series
     D Preferred Stock remains in full force and effect.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this ____ day of May 2003.



                                ------------------------------------
                                Name:  Charles L. Smith
                                Title:    President

                                       57
<PAGE>

                                                                 Exhibit 10.115

                              CONSENT TO AMENDMENT

     THIS  CONSENT TO  AMENDMENT  is made and entered  into as of the 2nd day of
May, 2003,  with an effective date of March 31, 2003, by and between  THERMOVIEW
INDUSTRIES, INC., a Delaware corporation ("ThermoView") and ____________________
("Holder").

                             PRELIMINARY STATEMENTS

     ThermoView has  previously  issued,  or will cause to be issued,  to Holder
shares of ThermoView 12% Cumulative Series E Preferred Stock with a stated value
of $5.00  (the  "Preferred  Stock").  The  Holder  has  previously  provided  to
ThermoView an oral agreement to provide a written consent to ThermoView to cause
the  filing  with  the  Delaware  Secretary  of  State  of an  amendment  to the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     4.  Consent  to  Amendment.   Holder  consents  to  the  amendment  to  the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     5. Miscellaneous.

     (a)  Entire  Agreement.  This  Consent  to  Amendment  embodies  the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
payment of Preferred  Stock  dividends and  supersedes all prior oral or written
agreements and  understandings  relating to same. No statement,  representation,
warranty,  covenant or  agreement  of any kind not  expressly  set forth in this
Consent to Amendment shall affect, or be used to interpret,  change or restrict,
the express terms and provisions of this Consent to Amendment.

     (b) Modifications and Amendments.  The terms and provisions of this Consent
to Amendment  may be modified or amended only by written  agreement  executed by
all parties hereto.

     (c)  Benefit.  This  Consent to  Amendment  shall be binding on the parties
hereto and shall inure to the benefit of the parties  hereto and the  respective
successors and permitted  assigns of each party hereto.  Nothing in this Consent
to Amendment shall be construed to create any rights or obligations except among
the parties  hereto,  and no person or entity shall be regarded as a third-party
beneficiary of this Consent to Amendment.

     (d) Governing Law. This Consent to Amendment and the rights and obligations
of the parties  hereunder  shall be construed in accordance with and governed by
the law of the  Commonwealth of Kentucky,  without giving effect to the conflict
of law principles thereof.

                                       58
<PAGE>

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Consent to Amendment shall be unreasonable or unenforceable in any respect, then
such  provision  shall be deemed  limited to the extent that such court deems it
reasonable  and  enforceable,  and as so limited  shall remain in full force and
effect.  In the event that such court shall deem any such provision,  or portion
thereof,  wholly  unenforceable,  the  remaining  provisions  of this Consent to
Amendment shall nevertheless remain in full force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions  of this Consent to Amendment are for convenience of reference only
and shall in no way modify,  or affect the meaning or construction of any of the
terms or provisions hereof.

     (g) Counterparts.  This Consent to Amendment may be executed in one or more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS  WHEREOF,  ThermoView has caused this Consent to Amendment to be
executed by its duly authorized  officer and Holder has executed this Consent to
Amendment all as of the date first above written.

                                THERMOVIEW INDUSTRIES, INC.


                                By:
                                ------------------------------------------------

                                Title:
                                ------------------------------------------------



                                ------------------------------------------------
                                Holder

                                       59
<PAGE>

                                    EXHIBIT A

                    THIRD AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES E
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of  Directors  of the  Company,  at a  regularly  scheduled
meeting  held on April  24,  2003,  duly  approved  and  adopted  the  following
amendment to the Certificate of Designation of 12% Series E Cumulative Preferred
Stock (the  "Certificate  of  Designation")  and with the written consent of all
existing holders of the 12% Series E Cumulative Preferred Stock:

A.   Section 2 of the  Certificate  of  Designation  is hereby  replaced  in its
     entirety with the following:

     (2) Dividends.

     (a)  Holders  of shares of Series E  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative dividends at the rate per annum of $0.60
per share of Series E Preferred Stock. Dividends on the Series E Preferred Stock
will be payable  quarterly in arrears on the last  calendar day of April,  July,
October and January of each year,  commencing  January  31,  2005,  representing
dividends due for the quarter  ending  December 31, 2004 (and in the case of any
accumulated and unpaid dividends not paid on the corresponding  dividend payment
date,  at such  additional  times  and for  such  interim  periods,  if any,  as
determined by the Board of Directors).  Dividends will accrue from the effective
date of the  earlier  of: 1) the  original  issuance  of the Series E  Preferred
Stock,  or 2) the  original  issuance  of  ThermoView  12%  Cumulative  Series D
Preferred  Stock that is cancelled and replaced  with Series E Preferred  Stock.
Dividends which accrue from the period  beginning from the earlier of either the
date of original  issuance of Series E Preferred Stock, or the original issuance
date of ThermoView 12% Cumulative Series D preferred stock that is cancelled and
replaced  with Series E  preferred  Stock,  of the Series E Preferred  Stock and
ending September 30, 2004 shall be paid by the issuance of an equivalent  amount
of Series E Preferred Stock. Provided, however, that in the event that funds are
legally available for payment, and the Company,  following  distribution of such
cash dividends,  shall remain in compliance with sections 4.I.[1] and 4.I.[2] of
that certain  Eighth  Amendment to Loan  Agreement  dated March 22, 2001, by and
between GE Capital Equity Investments, Inc., et al. and the Company, the Company

                                       60
<PAGE>

shall pay cash dividends from the period  commencing  January 1, 2003 and ending
September  30, 2004.  Each such dividend will be payable to holders of record as
they appear on the stock records of the Company at the close of business on such
record dates,  not more than 60 days nor less than 10 days preceding the payment
dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Dividends  will be  cumulative  from such date,  whether or not in any  dividend
period or periods there shall be funds of the Company legally  available for the
payment of such dividends. Accrued dividends earn interest to the fullest extent
allowed by  applicable  law.  Each such  dividend  will be payable to holders of
record as they  appear  on the  stock  records  of the  Company  at the close of
business  on such  record  dates,  not more  than 60 days nor less  than 10 days
preceding the payment dates thereof, as shall be fixed by the Board of Directors
of the Company. Dividends payable on the Series E Preferred Stock for any period
greater or less than a full  dividend  period  will be  computed on the basis of
actual  days.  Dividends  payable on the Series E Preferred  Stock for each full
dividend period will be computed by dividing the annual dividend rate by four.

     (b) Except as provided in the next  sentence,  no dividend will be declared
or paid on any Parity Stock unless full cumulative  dividends have been declared
and paid or are contemporaneously  declared and funds sufficient for payment set
aside on the Series E Preferred Stock for all prior dividend periods. If accrued
dividends  on the Series E Preferred  Stock for all prior  periods have not been
paid in full,  then any dividends  declared on the Series E Preferred  Stock for
any  dividend  period  and on any  Parity  Stock  will be  declared  ratably  in
proportion to accumulated  and unpaid  dividends on the Series E Preferred Stock
and such Parity Stock.

     (c) So  long as the  shares  of the  Series  E  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

                                       61
<PAGE>

B.   Section 3A of the  Certificate  of  Designation  is hereby  replaced in its
     entirety with the following:

     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series E Preferred  Stock and Parity Stock,  on an annual basis
commencing  January 1, 2005,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

                  (b) In the event of a redemption on only a portion of the then
outstanding shares of Series E Preferred Stock, the Company will effect the
redemption pro rata according to the number of shares held by each holder of
Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series E Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series E Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

          (1)  whether all or less than all the  outstanding  shares of Series E
               Preferred Stock and Parity Stock are to be redeemed and the total
               number of shares of Series E  Preferred  Stock and  Parity  Stock
               being redeemed;

          (2)  the number of shares of Series E Preferred Stock and Parity Stock
               held by the holder that the Company intends to redeem;

          (3)  the Redemption Date and the Redemption Price; and

          (4)  that the holder is to surrender to the Company, in the manner and
               at the place  designated,  his or her certificate or certificates
               representing  the shares of Series E  Preferred  Stock and Parity
               Stock to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series E
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series E  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (h) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series E Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed

                                       62
<PAGE>

will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series E  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

     C. Other than as amended  hereby,  the  Certificate of Designation  for the
Series E Preferred Stock remains in full force and effect.

     IN WITNESS WHEREOF ThermoView Industries,  Inc. has caused this Certificate
to be signed by its President on this ____ day of May 2003.



                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

                                       63
<PAGE>

                                                                 Exhibit 10.116

                               AMENDMENT TO NOTES

     THIS  AMENDMENT TO NOTES (the  "Amendment")  is made and entered into as of
the 14th day of May,  2003, by and between [I]  THERMOVIEW  INDUSTRIES,  INC., a
Delaware corporation ("ThermoView") , [ii] AMERICAN HOME DEVELOPERS CO., INC., a
California  corporation  ("American  Home"),  [iii] FIVE STAR BUILDERS,  INC., a
California  corporation  ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware
corporation ("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation
("Key Home  Mortgage"),  [vi] LEINGANG  SIDING AND WINDOW,  INC., a North Dakota
business corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a
Missouri  corporation  ("Precision"),  [viii]  PRIMAX  WINDOW  CO.,  a  Kentucky
corporation ("Primax"), [ix] ROLOX, INC., a Kansas corporation ("Rolox"), [x] TD
WINDOWS, INC., a Kentucky corporation ("TD Windows"), [xi] THERMAL LINE WINDOWS,
INC., a North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI,
INC., a Missouri corporation ("ThermoView-Missouri"),  [xiii] THERMO-TILT WINDOW
COMPANY, a Delaware corporation  ("Thermo-Tilt"),  [xiv]THERMO-SHIELD OF AMERICA
(ARIZONA),   INC.,  an  Arizona  corporation   ("Thermo-Shield  Arizona"),  [xv]
THERMO-SHIELD   OF   AMERICA   (MICHIGAN),    INC.,   a   Michigan   corporation
("Thermo-Shield  Michigan"),  [xvi]  THERMO-SHIELD  COMPANY,  LLC,  an  Illinois
limited liability company  ("Thermo-Shield  Company"),  [xvii]  THERMO-SHIELD OF
AMERICA (WISCONSIN),  LLC, a Wisconsin limited liability company ("Thermo-Shield
Wisconsin"),  [xviii] THERMOVIEW ADVERTISING GROUP, INC., a Delaware corporation
("ThermoView  Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a Missouri
corporation ("Thomas Construction"),  (ThermoView, American Home, Five Star, Key
Home, Key Home Mortgage, Leingang Siding, Precision,  Primax, Rolox, TD Windows,
Thermal   Line,   ThermoView-Missouri,   Thermo-Tilt,   Thermo-Shield   Arizona,
Thermo-Shield   Michigan,   Thermo-Shield  Company,   Thermo-Shield   Wisconsin,
ThermoView  Advertising and Thomas Construction  individually are referred to in
this Agreement as a "Maker" and  collectively as the "Makers") having an address
in care of  ThermoView  Industries,  Inc.,  5611 Fern Valley  Road,  Louisville,
Kentucky 40228, and Stephen A. Hoffmann  (hereinafter  referred to as "Lender"),
having an address at 1383 Waxwing Place, Louisville, Kentucky 40222.

                             PRELIMINARY STATEMENTS

     ThermoView and Makers have previously issued to Lender two promissory notes
dated March 22, 2001 in the principal  amounts of  $900,000.00  and  $300,000.00
(the "Notes"), both of which are due and payable on June 30, 2003 (the "Maturity
Date").  The Lender has  previously  provided to  ThermoView  and Makers an oral
agreement to amend the Maturity Date of the Notes from June 30, 2004 to December
31, 2004.

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     6. Amendment to Maturity Date

     (a) Lender  hereby  consents to amend the  Maturity  Date of the Notes from
June 30, 2004 to December 31, 2004.


                                       64
<PAGE>

     (b) Except as specifically amended above in connection herewith,  each Note
shall remain in full force and effect and is hereby ratified and confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy  of the  Lenders  under any of the  Notes or  constitute  a waiver of any
provision of any of the Notes.

     7. Miscellaneous.

     (a) Entire  Agreement.  This  Amendment  embodies the entire  agreement and
understanding  between the parties  hereto with respect to the Maturity  Date of
the Notes and supersedes all prior oral or written agreements and understandings
relating to same. No statement, representation,  warranty, covenant or agreement
of any kind not expressly set forth in this Amendment  shall affect,  or be used
to  interpret,  change or restrict,  the express  terms and  provisions  of this
Amendment.

     (b)  Modifications  and  Amendments.  The  terms  and  provisions  of  this
Amendment may be modified or amended only by written  agreement  executed by all
parties hereto.

     (c)  Benefit.  This  Amendment  shall be binding on the parties  hereto and
shall inure to the benefit of the parties hereto and the  respective  successors
and permitted  assigns of each party hereto.  Nothing in this Amendment shall be
construed to create any rights or obligations  except among the parties  hereto,
and no person or entity shall be regarded as a third-party  beneficiary  of this
Amendment.

     (d) Governing  Law. This  Amendment and the rights and  obligations  of the
parties  hereunder shall be construed in accordance with and governed by the law
of the  Commonwealth  of Kentucky,  without giving effect to the conflict of law
principles thereof.

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Amendment  shall be  unreasonable  or  unenforceable  in any respect,  then such
provision  shall be  deemed  limited  to the  extent  that such  court  deems it
reasonable  and  enforceable,  and as so limited  shall remain in full force and
effect.  In the event that such court shall deem any such provision,  or portion
thereof, wholly unenforceable,  the remaining provisions of this Amendment shall
nevertheless remain in full force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions  of this Amendment are for  convenience of reference only and shall
in no way modify,  or affect the meaning or  construction of any of the terms or
provisions hereof.

     (g)   Counterparts.   This  Amendment  may  be  executed  in  one  or  more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     IN WITNESS WHEREOF, ThermoView and the Makers have caused this Amendment to
be  executed  by its duly  authorized  officer  and  Lender  has  executed  this
Amendment all as of the date first above written.

                                       65
<PAGE>

MAKERS:

THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.
TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.


By: ___________________________
         Charles L. Smith, President


LENDER:

________________________________
Stephen A. Hoffmann

                                       66
<PAGE>

                                                                 Exhibit 10.117

                        TENTH AMENDMENT TO LOAN AGREEMENT


     TENTH AMENDMENT TO LOAN AGREEMENT (this  "Amendment"),  dated as of May 15,
2003,  by and among [i]  THERMOVIEW  INDUSTRIES,  INC.,  a Delaware  corporation
("ThermoView"),   [ii]  AMERICAN  HOME   DEVELOPERS   CO.,  INC.,  a  California
corporation  ("American  Home"),  [iii] FIVE STAR  BUILDERS,  INC., a California
corporation ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware  corporation
("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation  ("Key Home
Mortgage"),  [vi]  LEINGANG  SIDING AND WINDOW,  INC., a North  Dakota  business
corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a Missouri
corporation  ("Precision"),  [viii]  PRIMAX  WINDOW CO., a Kentucky  corporation
("Primax"),  [ix] ROLOX, INC., a Kansas corporation  ("Rolox"),  [x] TD WINDOWS,
INC., a Kentucky corporation ("TD Windows"),  [xi] THERMAL LINE WINDOWS, INC., a
North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI, INC., a
Missouri corporation ("ThermoView-Missouri"), [xiii] THERMO-TILT WINDOW COMPANY,
a Delaware corporation ("Thermo-Tilt"), [xiv]THERMO-SHIELD OF AMERICA (ARIZONA),
INC., an Arizona corporation  ("Thermo-Shield  Arizona"),  [xv] THERMO-SHIELD OF
AMERICA (MICHIGAN),  INC., a Michigan  corporation  ("Thermo-Shield  Michigan"),
[xvi]  THERMO-SHIELD   COMPANY,  LLC,  an  Illinois  limited  liability  company
("Thermo-Shield Company"),  [xvii] THERMO-SHIELD OF AMERICA (WISCONSIN),  LLC, a
Wisconsin  limited  liability  company  ("Thermo-Shield   Wisconsin"),   [xviii]
THERMOVIEW   ADVERTISING  GROUP,  INC.,  a  Delaware  corporation   ("ThermoView
Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a  Missouri  corporation
("Thomas  Construction"),  (ThermoView,  American Home, Five Star, Key Home, Key
Home Mortgage,  Leingang Siding,  Precision,  Primax, Rolox, TD Windows, Thermal
Line,  ThermoView-Missouri,  Thermo-Tilt,  Thermo-Shield Arizona,  Thermo-Shield
Michigan, Thermo-Shield Company, Thermo-Shield Wisconsin, ThermoView Advertising
and Thomas  Construction  individually  are  referred to in this  Agreement as a
"Borrower" and  collectively,  as the "Borrowers")  having an address in care of
ThermoView Industries,  Inc., 5611 Fern Valley Road, Louisville,  Kentucky 40228
and [xx] GE  CAPITAL  EQUITY  INVESTMENTS,  INC.,  a Delaware  corporation  ("GE
Capital" or the "Series A Lender" or the "Series C Lender")  and [xi] GE Capital
as collateral  agent, as applicable (in such capacity,  the "Collateral  Agent")
and [xii] Rodney H. Thomas,  Charles L. Smith, Robert L. Cox, Robert L. Cox, II,
Stephen  A.  Hoffmann,  Mitch M.  Wexler,  Stephen  Townzen,  Emerging  Business
Solutions, LLC, Ronald L. Carmicle, Raymond C. Dauenhauer, J. Sherman Henderson,
III,  Bruce C. Merrick,  George T.  Underhill,  II and Daniel F. Dooley (each, a
"Series B Lender" and  collectively,  the "Series B Lenders",  and together with
the Series A Lender and the Series C Lender, the "Lenders").

                              W I T N E S S E T H:

     A. Pursuant to that certain Assignment and Acceptance  Agreement,  dated as
of March 22, 2001, the Lenders purchased loans made to the Borrowers pursuant to
that certain Loan Agreement dated as of August 31, 1998, as amended  pursuant to
(a) that certain  Joinder to Loan  Documents  and  Amendment  to Loan  Documents
(Thomas Construction, Inc.) dated as of January 1, 1999, by and among certain of
the Borrowers and PNC Bank ("PNC"),  (b) that certain  Joinder to Loan Documents
and  Amendment  to Loan  Documents  (Precision  Window  Mfg.,  Inc.) dated as of
January 5, 1999, by and among certain of the Borrowers and PNC, (c) that certain
Joinder to Loan Documents and Amendment to Loan Documents  (Thermo-Shield) dated
as of July 8, 1999,  by and among  certain of the  Borrowers  and PNC,  (d) that
certain  Amendment to Loan  Agreement  dated as of July 30,  1999,  by and among
certain of the  Borrowers  and PNC,  (e) that certain  Second  Amendment to Loan
Agreement  dated as of October 14, 1999,  by and among  certain of the Borrowers
and  PNC,  (f)  that  certain  Third  Amendment  to Loan  Agreement  dated as of

                                       67
<PAGE>

November,  1999, by and among certain of the Borrowers and PNC, (g) that certain
Fourth  Amendment to Loan Agreement and Amendment to Note and Term Note dated as
of November 10, 1999,  by and among  certain of the  Borrowers and PNC, (h) that
certain  Fifth  Amendment to Loan  Agreement  and  Amendment to Note dated as of
April 14, 2000,  by and among the  Borrowers and the PNC, (i) that certain Sixth
Amendment  to Loan  Agreement  dated as of  August  15,  2000,  by and among the
Borrowers and PNC, (j) that certain Seventh Amendment to Loan Agreement dated as
of March  22,  2001,  among  the  Borrowers  and PNC,  (k) that  certain  Eighth
Amendment and Amendment and  Restatement  of Note dated as of March 22, 2001 and
(l) that certain Ninth  Amendment to Loan Agreement and Amendment to Amended and
Restated Promissory Notes (collectively, the "Loan Agreement"; capitalized terms
used herein and not defined  shall have the  meanings  assigned to such terms in
the Loan Agreement).

     B. In  connection  with the Loan  Agreement,  the  Borrowers  executed  and
delivered  to (i) the  Series  A  Lender,  the  Amended  and  Restated  Series A
Promissory  Note,  (ii) each Series B Lender,  an Amended and Restated  Series B
Promissory Note and (iii) the Series C Lender, the Amended and Restated Series C
Promissory Note, each dated March 22, 2001 (as amended, modified or supplemented
from time to time the "Notes" and together  with the Loan  Agreement,  the "Loan
Documents").

     E. The Borrowers have requested an extension of the maturity date under the
Loan Documents.

     F. The  Lenders  are  willing  to extend the  maturity  date under the Loan
Documents  upon the  condition,  among others,  that the  Borrowers  execute and
deliver this Amendment in favor of the Lenders.

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:


     Section 1. AMENDMENT TO THE LOAN  AGREEMENT.  Effective as of the Effective
Date (as defined herein), the Loan Agreement is amended as follows:

     1.1 By  deleting  the  reference  in Section 1.D of the Loan  Agreement  to
"March 31, 2004" and substituting therefor the following: "September 30, 2004".

     Section  2.  CONSENT.  The  Lenders  consent  to  (i)  the  Fourth  Amended
Certificate  of  Designation  of  Cumulative   Preferred  Stock,  Series  D,  of
Thermoview Industries, Inc., and the Third Amended Certificate of Designation of
Cumulative Preferred Stock, Series E, of Thermoview  Industries,  Inc., attached
hereto as Annexes 1 and 2, respectively (the "Certificate Amendments"), and (ii)
the Amendment to Notes, dated as of May 14, 2003, between Stephen A. Hoffman and
the Lenders (the "Note Amendment").

     Section 3.  CONDITIONS  PRECEDENT TO THE  EFFECTIVENESS  OF THIS AMENDMENT.
This  Amendment  shall be effective as of May 15, 2003 (such date is referred to
herein as the  "Effective  Date") upon (i) full  execution  and delivery of this
Amendment by the parties  hereto,  (ii) full execution and delivery of Amendment

                                       68
<PAGE>

No. 6 to the Securities Purchase Agreement, dated as of the date hereof, between
Thermoview  and GE Capital,  in form and substance  satisfactory  to GE Capital,
(iii) full execution and delivery of a certificate of a senior executive officer
of Thermoview, dated the date hereof, to the effect that, as of the date hereof,
no litigation not listed on Annex A hereto has been commenced against Thermoview
or any of its  Subsidiaries  and (iv) full  execution  and  delivery of the Note
Amendment and the consents of the holders of the  preferred  stock of ThermoView
to the Certificate Amendments.

     Section  4.  EXPENSES.  Within  fifteen  (15)  days  of  the  date  hereof,
Thermoview  shall pay to GE Capital,  and shall  reimburse  GE Capital  for, all
reasonable  expenses of GE Capital in connection  with the  preparation  of this
Amendment  and each of the  other  documents  prepared  in  connection  herewith
(including the reasonable fees and expenses of counsel) and all other reasonable
out-of-pocket  costs and expenses of every type and nature  (including,  without
limitation,  the reasonable  fees,  expenses and  disbursements  of GE Capital's
counsel, Weil, Gotshal & Manges LLP) related thereto.

     Section 5. EFFECT ON LOAN DOCUMENTS.

     (a) On and after the Effective  Date,  each reference in the Loan Documents
to "this Agreement", "herein", "hereof", "hereunder" or words of similar import,
shall mean and be a reference to such Loan Document as amended hereby.

     (b) Except as specifically amended above in connection herewith,  each Loan
Document  shall  remain in full  force and  effect  and is hereby  ratified  and
confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of the Lenders under any of the Loan  Documents or constitute a waiver of
any provision of any of the Loan Documents.

     Section 6.  GOVERNING  LAW.  THIS  AMENDMENT  AND THE  OBLIGATIONS  ARISING
HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES.

     Section 7. SECTION TITLES.  Section titles  contained in this Amendment are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

     Section 8.  COUNTERPARTS.  This  Amendment may be executed in any number of
separate   counterparts,   each  of  which  shall  collectively  and  separately
constitute one agreement.

                                       69
<PAGE>

IN WITNESS  WHEREOF,  this Amendment has been duly executed as of the date first
written above.


GE CAPITAL EQUITY INVESTMENTS, INC.,
as Series A Lender, Series C Lender and as Collateral Agent


By: _____________________________
Name, Title


SERIES B LENDERS:


Rodney H. Thomas _________________________________

Charles L. Smith ________________________________

ROBERT l. Cox _________________________________

ROBERT l. Cox, II _________________________________

Stephen a. Hoffmann _________________________________

Mitch m. Wexler _________________________________

StePHEN TownzeN _________________________________

eMERGING BUSINESS SOLUTIONS, LLC
By: _________________________________
Name:
Title:

RonALD L. Carmicle _________________________________

RayMOND C. DaUenhauer _______________________________

J. Sherman Henderson, III ___________________________

Bruce c. Merrick _________________________________

GEORGE T. Underhill, II _____________________________

DANIEL F. DOOLEY _________________________________


THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.

                                       70
<PAGE>

TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.



By: _________________________________
Charles L. Smith, President








                                       71
<PAGE>

                                                                 Exhibit 10.118

                                 AMENDMENT NO. 6

     AMENDMENT  NO.  6 (this  "Amendment"),  dated as of May 15,  2003,  between
ThermoView Industries, Inc. ("Company") and GE Capital Equity Investments,  Inc.
("GE Capital").

                              W I T N E S S E T H:

     WHEREAS,  Company  and GE Capital are  parties to that  certain  Securities
Purchase  Agreement,  dated as of July 8,  1999 (as from  time to time  amended,
restated,  supplemented or otherwise  modified,  the "Purchase  Agreement",  and
unless the  context  otherwise  requires  or unless  otherwise  defined  herein,
capitalized  terms used herein shall have the  meanings  assigned to them in the
Purchase Agreement); and
     WHEREAS,  Company has requested an extension of the maturity date under the
Purchase  Agreement,  as well as  amendments  to the Purchase  Agreement as more
particularly described in this Amendment; and

     WHEREAS, GE Capital is the maturity date under the Purchase Agreement,  and
to amend the Purchase Agreement as more particularly described in this Amendment
upon the  condition,  among  others,  that  Company  execute  and  deliver  this
Amendment in favor of GE Capital;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein,  and on the terms and subject to the conditions as hereinafter
set forth,  the parties  hereto agree as follows:  Section 9.  AMENDMENTS TO THE
PURCHASE AGREEMENT.  Effective as of the Effective Date (as defined herein), the
Purchase Agreement is amended as follows:

     9.1 By deleting  the  reference in the last  sentence of Section  2.1(a) to
"April 30, 2004" and substituting therefor the following: "October 31, 2004".

     Section  10.  CONSENT.  GE  Capital  consents  to (i)  the  Fourth  Amended
Certificate  of  Designation  of  Cumulative   Preferred  Stock,  Series  D,  of
Thermoview Industries, Inc., and the Third Amended Certificate of Designation of
Cumulative Preferred Stock, Series E, of Thermoview  Industries,  Inc., attached
hereto as Annexes 1 and 2, respectively (the "Certificate Amendments"), and (ii)
the Amendment to Notes, dated as of May 14, 2003, between Stephen A. Hoffman and
the Company and its Subsidiaries (the "Note Amendment").

     Section 11.  CONDITIONS  PRECEDENT TO THE  EFFECTIVENESS OF THIS AMENDMENT.
Except as otherwise expressly provided herein, this Amendment shall be effective
as of May 15, 2003 (such date is referred to herein as the "Effective  Date") so
long as each of the following  conditions  shall have been satisfied or provided
for in a manner  satisfactory  to GE Capital or waived by GE Capital on or prior
to the Effective Date:

     (a) This Amendment  shall have been fully executed and delivered by each of
the parties hereto.

                                       72
<PAGE>

     (b) Each of the  Subsidiaries  of Company party to the Guaranty and each of
the lenders party to the Tenth  Amendment to Loan Agreement dated as of the date
hereof (the "Tenth  Amendment") shall have executed and delivered the applicable
consent included in the signature pages hereto.

     (c) The Tenth  Amendment  shall have been executed and delivered by each of
the parties thereto in form and substance satisfactory to GE Capital.

     (d) Company  shall have  obtained,  and  delivered to GE Capital a copy of,
each consent required in connection with this Amendment and the Tenth Amendment.

     (e) Company shall have obtained and delivered to GE Capital fully  executed
copies of the Note  Amendment  and the consents of the holders of the  preferred
stock of ThermoView to the Certificate Amendments.

     (f)  Company  shall  have  delivered  to GE  Capital a  certificate  of the
President of Company  dated the date hereof,  to the effect that, as of the date
hereof,  no  litigation  not listed on Annex A hereto shall have been  commenced
against Company or any of its Subsidiaries.

     Section 12. EFFECT ON PURCHASE AGREEMENT.

     (a) On and  after  the  Effective  Date,  each  reference  in the  Purchase
Agreement  to "this  Agreement",  "herein",  "hereof",  "hereunder"  or words of
similar  import,  shall mean and be a reference  to the  Purchase  Agreement  as
amended hereby.

     (b)  Except as  specifically  amended  above in  connection  herewith,  the
Purchase  Agreement shall remain in full force and effect and is hereby ratified
and confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of GE Capital  under any of the Loan  Documents or constitute a waiver of
any provision of any of the Loan Documents.

     Section 13.  GOVERNING  LAW.  THIS  AMENDMENT AND THE  OBLIGATIONS  ARISING
HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES.

     Section 14. SECTION TITLES.  Section titles contained in this Amendment are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

     Section 15.  COUNTERPARTS.  This Amendment may be executed in any number of
separate   counterparts,   each  of  which  shall  collectively  and  separately
constitute one agreement.

                                       73
<PAGE>

IN WITNESS  WHEREOF,  this Amendment has been duly executed as of the date first
written above.


THERMOVIEW INDUSTRIES, INC.



By:
--------------------------------------------------------------
Charles L. Smith, President


GE CAPITAL EQUITY INVESTMENTS, INC.



By:
--------------------------------------------------------------
Duly Authorized signatory

                            CONSENT OF THE GUARANTORS

The Subsidiaries of Company hereby (i) acknowledge receipt of a copy of this
Amendment and (ii) agree that the terms and provisions thereof shall not affect
in any way the obligations and liabilities of such Subsidiaries under the
Guaranty or any of the other Loan Documents, all of which obligations and
liabilities shall remain in full force and effect and each of which are hereby
reaffirmed.
                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.
                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA (WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.



                                    By:  _________________________________
                                          Charles L. Smith, President



                                       74
<PAGE>

                               CONSENT OF LENDERS


GE CAPITAL EQUITY INVESTMENTS INC.


By: _____________________________
Name, Title


Rodney H. Thomas _________________________________

Charles L. Smith _________________________________

Robert L. Cox _________________________________

Robert L. Cox, ii _________________________________

Stephen A. Hoffmann _________________________________

Mitch M. Wexler _________________________________

Stephen TownzeN _________________________________

emerging business solutions, llc
By: _________________________________
Name:
Title:

Ronald l. Carmicle _________________________________

Raymond c. DaUenhauer _______________________________

j. Sherman Henderson, iii ___________________________

Bruce c. Merrick _________________________________

george t. Underhill, ii _____________________________

DANIEL F. DOOLEY _________________________________


                                       75
<PAGE>

                                                                 Exhibit 10.119

                        TERMS OF REIMBURSEMENT AGREEMENT

                            Dated as of May 30, 2003

GE Capital Equity Investments,  Inc. ("GEE"),  has agreed to guarantee an appeal
bond (the  "Bond")  on  behalf  of  Thermoview  Industries,  Inc.  ("THV" or the
"Company").  The following sets forth the terms under which GEE and THV and each
of its subsidiaries agree to enter into this arrangement.

Amount:        Up to $700,000

Fee:           Two-and-one-half  percent (2 1/2%) of the face amount of the Bond
               payable on issuance.

Term:          One year.

Extensions:    To the  extent  that the term of the  Bond  needs to be  extended
               beyond its initial Term, THV will be responsible to pay a renewal
               fee in an amount equal to the Fee upon renewal.

Maturity:      To the extent the bond is drawn  upon,  GEE may demand  immediate
               payment of the amount drawn.

Default        Interest  Rate:  To the extent that the bond is drawn and the GEE
               is not  immediately  reimbursed the amount drawn by THV, GEE will
               charge an interest rate of twelve  percent (12%) per annum on the
               unreimbursed amount.

Sinking        Fund:  THV will establish a sinking fund into which deposits will
               be made on monthly basis, on the first of every month,  until the
               amount  in the  sinking  fund is equal to the face  amount of the
               Bond. The minimum monthly payments shall be:

               |X|      From July - December:  $50,000 per month
               |X|      From January - June:  $30,000 per month

               At June 30, 2004 the balance of the sinking fund shall be no less
               than $600,000.

               The sinking  fund will be setup as a separate  joint bank account
               in GEE's  name.  GEE will  control  this  account and THV and its
               subsidiaries  will  grant  to GEE a  first  priority  lien on the
               account.

               No  payments  of  interest  or  principal  may be made on  junior
               securities if the  aforementioned  minimum payments have not been
               made to the Sinking Fund.

Draws on the
Bond:          To the extent the bond is drawn upon,  GEE will withdraw the cash
               in the Sinking  Fund.  If the balance of the Sinking Fund is less
               than the amount  drawn,  the  difference  will be due and payable

                                       76
<PAGE>

               immediately  to GEE and no payments of interest or principal  may
               be made to junior  securities  until said  difference  is paid in
               full to GEE.

               To the extent THV  prevails in its appeal,  and the bond is never
               drawn  upon,  the cash in the  Sinking  Fund  will be used to pay
               principal on the Series A and Series B notes on a pro-rata basis,
               as per the existing documents.

Seniority /
Security
Interest:      The obligations of THV and its  subsidiaries to reimburse GEE for
               amounts drawn on the Bond,  pay interest  thereon and any related
               fees  under  this  Agreement  (collectively,  the  "Reimbursement
               Obligations")  shall be senior to the  obligations of THV and its
               subsidiaries   under  its  existing  debt  documents,   including
               obligations  under (i) the Loan Agreement  dated as of August 31,
               1998 (as amended), among THV and its subsidiaries, and the Series
               A, B and C lenders party thereto and (ii) the Securities Purchase
               Agreement   dated  as  of  July  8,  1999  between  THV  and  GEE
               (collectively,  the "Existing  Obligations").  The  reimbursement
               Obligations  will be secured by a first  priority  lien on all of
               the assets of THV and its subsidiaries and the liens securing the
               Existing  Obligations  shall be subordinate to the first priority
               liens securing the Reimbursement Obligations.

Governing Law: New York.

Binding        Effect:  This Agreement  shall be binding upon the parties and in
               full force and effect as of the date hereof.  Without  derogating
               from the above, the parties  undertake to prepare a more detailed
               agreement, which will replace this Agreement, and shall take best
               efforts to complete such efforts and sign such  agreement by June
               6, 2003.


IN WITNESS HEREOF, the parties have signed this Agreement as of May 30, 2003:

                                    GE CAPITAL EQUITY INVESTMENTS, INC.,

                                    By:  _____________________________
                                        Name, Title


                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.

                                       77
<PAGE>

                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA (WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.

                                    By:  _________________________________
                                          Charles L. Smith, President


                               CONSENT OF LENDERS:

     The  lenders  party  hereto  hereby  acknowledge  receipt of a copy of this
Agreement  and agree to  execute  the  definitive  agreements  documenting  this
Agreement  and any  further  documents  as may be required to give effect to the
terms of this Agreement.

GE CAPITAL EQUITY INVESTMENTS, INC.,
as Series A Lender, Series C Lender and as Collateral Agent

By: _____________________________
Name, Title

Rodney H. Thomas _________________________________

Charles L. Smith _________________________________

ROBERT l. Cox _________________________________

ROBERT l. Cox, II _________________________________

Stephen a. Hoffmann _________________________________

Mitch m. Wexler _________________________________

StePHEN TownzeN _________________________________

eMERGING BUSINESS SOLUTIONS, LLC
By: _________________________________
Name:
Title:

RonALD L. Carmicle _________________________________

RayMOND C. DaUenhauer _______________________________

J. Sherman Henderson, III ___________________________

Bruce c. Merrick _________________________________

GEORGE T. Underhill, II _____________________________

DANIEL F. DOOLEY _________________________________

                                       78
<PAGE>

                                                                Exhibit 10.120

                      ELEVENTH AMENDMENT TO LOAN AGREEMENT


     ELEVENTH AMENDMENT TO LOAN AGREEMENT (this  "Amendment"),  dated as of June
30, 2003, by and among [i] THERMOVIEW  INDUSTRIES,  INC., a Delaware corporation
("ThermoView"),   [ii]  AMERICAN  HOME   DEVELOPERS   CO.,  INC.,  a  California
corporation  ("American  Home"),  [iii] FIVE STAR  BUILDERS,  INC., a California
corporation ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware  corporation
("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation  ("Key Home
Mortgage"),  [vi]  LEINGANG  SIDING AND WINDOW,  INC., a North  Dakota  business
corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a Missouri
corporation  ("Precision"),  [viii]  PRIMAX  WINDOW CO., a Kentucky  corporation
("Primax"),  [ix] ROLOX, INC., a Kansas corporation  ("Rolox"),  [x] TD WINDOWS,
INC., a Kentucky corporation ("TD Windows"),  [xi] THERMAL LINE WINDOWS, INC., a
North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI, INC., a
Missouri corporation ("ThermoView-Missouri"), [xiii] THERMO-TILT WINDOW COMPANY,
a Delaware corporation ("Thermo-Tilt"), [xiv]THERMO-SHIELD OF AMERICA (ARIZONA),
INC., an Arizona corporation  ("Thermo-Shield  Arizona"),  [xv] THERMO-SHIELD OF
AMERICA (MICHIGAN),  INC., a Michigan  corporation  ("Thermo-Shield  Michigan"),
[xvi]  THERMO-SHIELD   COMPANY,  LLC,  an  Illinois  limited  liability  company
("Thermo-Shield Company"),  [xvii] THERMO-SHIELD OF AMERICA (WISCONSIN),  LLC, a
Wisconsin  limited  liability  company  ("Thermo-Shield   Wisconsin"),   [xviii]
THERMOVIEW   ADVERTISING  GROUP,  INC.,  a  Delaware  corporation   ("ThermoView
Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a  Missouri  corporation
("Thomas  Construction"),  (ThermoView,  American Home, Five Star, Key Home, Key
Home Mortgage,  Leingang Siding,  Precision,  Primax, Rolox, TD Windows, Thermal
Line,  ThermoView-Missouri,  Thermo-Tilt,  Thermo-Shield Arizona,  Thermo-Shield
Michigan, Thermo-Shield Company, Thermo-Shield Wisconsin, ThermoView Advertising
and Thomas  Construction  individually  are  referred to in this  Agreement as a
"Borrower" and  collectively,  as the "Borrowers")  having an address in care of
ThermoView Industries,  Inc., 5611 Fern Valley Road, Louisville,  Kentucky 40228
and [xx] GE  CAPITAL  EQUITY  INVESTMENTS,  INC.,  a Delaware  corporation  ("GE
Capital" or the "Series A Lender" or the "Series C Lender")  and [xi] GE Capital
as collateral  agent, as applicable (in such capacity,  the "Collateral  Agent")
and [xii] Rodney H. Thomas,  Charles L. Smith, Robert L. Cox, Robert L. Cox, II,
Stephen  A.  Hoffmann,  Mitch M.  Wexler,  Stephen  Townzen,  Emerging  Business
Solutions, LLC, Ronald L. Carmicle, Raymond C. Dauenhauer, J. Sherman Henderson,
III,  Bruce C. Merrick,  George T.  Underhill,  II and Daniel F. Dooley (each, a
"Series B Lender" and  collectively,  the "Series B Lenders",  and together with
the Series A Lender and the Series C Lender, the "Lenders").

                              W I T N E S S E T H:

     A. Pursuant to that certain Assignment and Acceptance  Agreement,  dated as
of March 22, 2001, the Lenders purchased loans made to the Borrowers pursuant to
that certain Loan Agreement dated as of August 31, 1998, as amended  pursuant to
(a) that certain  Joinder to Loan  Documents  and  Amendment  to Loan  Documents
(Thomas Construction, Inc.) dated as of January 1, 1999, by and among certain of
the Borrowers and PNC Bank ("PNC"),  (b) that certain  Joinder to Loan Documents
and  Amendment  to Loan  Documents  (Precision  Window  Mfg.,  Inc.) dated as of
January 5, 1999, by and among certain of the Borrowers and PNC, (c) that certain
Joinder to Loan Documents and Amendment to Loan Documents  (Thermo-Shield) dated

                                       80
<PAGE>

as of July 8, 1999,  by and among  certain of the  Borrowers  and PNC,  (d) that
certain  Amendment to Loan  Agreement  dated as of July 30,  1999,  by and among
certain of the  Borrowers  and PNC,  (e) that certain  Second  Amendment to Loan
Agreement  dated as of October 14, 1999,  by and among  certain of the Borrowers
and  PNC,  (f)  that  certain  Third  Amendment  to Loan  Agreement  dated as of
November,  1999, by and among certain of the Borrowers and PNC, (g) that certain
Fourth  Amendment to Loan Agreement and Amendment to Note and Term Note dated as
of November 10, 1999,  by and among  certain of the  Borrowers and PNC, (h) that
certain  Fifth  Amendment to Loan  Agreement  and  Amendment to Note dated as of
April 14, 2000,  by and among the  Borrowers and the PNC, (i) that certain Sixth
Amendment  to Loan  Agreement  dated as of  August  15,  2000,  by and among the
Borrowers and PNC, (j) that certain Seventh Amendment to Loan Agreement dated as
of March  22,  2001,  among  the  Borrowers  and PNC,  (k) that  certain  Eighth
Amendment  and  Amendment  and  Restatement  of Note dated as of March 22, 2001,
among the  Borrowers and the Lenders,  (l) that certain Ninth  Amendment to Loan
Agreement  and  Amendment  to Amended and  Restated  Promissory  Notes among the
Borrowers and the Lenders and (m) that certain Tenth Amendment to Loan Agreement
among  the  Borrowers  and the  Lenders  (collectively,  the  "Loan  Agreement";
capitalized  terms used herein and not defined shall have the meanings  assigned
to such terms in the Loan Agreement).

     B. In  connection  with the Loan  Agreement,  the  Borrowers  executed  and
delivered  to (i) the  Series  A  Lender,  the  Amended  and  Restated  Series A
Promissory  Note,  (ii) each Series B Lender,  an Amended and Restated  Series B
Promissory Note and (iii) the Series C Lender, the Amended and Restated Series C
Promissory Note, each dated March 22, 2001 (as amended, modified or supplemented
from time to time the "Notes" and together  with the Loan  Agreement,  the "Loan
Documents").

     E. The Borrowers  have  requested  amendments to the Loan Documents as more
particularly described in this Amendment.

     F. The Lenders are willing to amend the Loan Documents as more particularly
described in this Amendment upon the condition, among others, that the Borrowers
execute and deliver this Amendment in favor of the Lenders.

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:

     Section 16. AMENDMENT TO THE LOAN AGREEMENT.  Effective as of the Effective
Date (as defined herein), the Loan Agreement is amended as follows:

     16.1 By deleting  the  reference  in Section 1.D of the Loan  Agreement  to
"September 30, 2004" and substituting therefor the following: "June 30, 2006".

     16.2 By  amending  and  restating  Section  4.I of the  Loan  Agreement  as
follows:

     "[I] [1] Fixed Charge Coverage Ratio.  (i) ThermoView will maintain,  as of
the last day of each calendar  quarter for the applicable  period of measurement
set forth below,  a Fixed Charge  Coverage  Ratio of not less than the following
for such period:

                                       81
<PAGE>

          PERIOD/CALENDAR QUARTER               FIXED CHARGE COVERAGE RATIO
--------------------------------------------- --------------------------------
    Quarter ending on September 30, 2003               1.20 to 1.00
   Six months ending on December 31, 2003              1.20 to 1.00
    Nine months ending on March 31, 2004               1.00 to 1.00
   Twelve months ending on June 30, 2004               1.20 to 1.00
 Twelve months ending on September 30, 2004            1.20 to 1.00
 Twelve months ending on December 31, 2004             1.20 to 1.00
   Twelve months ending on March 31, 2005              1.20 to 1.00
   Twelve months ending on June 30, 2005               1.20 to 1.00
 Twelve months ending on September 30, 2005            1.20 to 1.00
 Twelve months ending on December 30, 2005             1.20 to 1.00
 Twelve months ending as of the end of each            1.20 to 1.00
        calendar quarter thereafter

[2] Minimum EBITDA.  ThermoView  shall have, as of the last day of each calendar
quarter for the applicable period of measurement set forth below,  EBITDA of not
less than the following for such period:

          PERIOD/CALENDAR QUARTER                  MINIMUM EBITDA
--------------------------------------------- --------------------------
    Quarter ending on September 30, 2003             $1,275,000
   Six months ending on December 31, 2003            $2,500,000
    Nine months ending on March 31, 2004             $2,500,000
   Twelve months ending on June 30, 2004             $3,800,000
 Twelve months ending on September 30, 2004          $4,200,000
 Twelve months ending on December 31, 2004           $4,600,000
   Twelve months ending on March 31, 2005            $4,600,000
   Twelve months ending on June 30, 2005             $5,000,000
 Twelve months ending on September 30, 2005          $5,300,000
 Twelve months ending on December 30, 2005           $5,600,000
 Twelve months ending as of the end of each          $5,600,000
        calendar quarter thereafter

                                       82
<PAGE>

     [3] Current Ratio.  Thermoview and its Subsidiaries on a consolidated basis
shall  maintain a Current  Ratio of not less than (i) 1.00 to 1.00 as of the end
of each calendar  quarter ending March 31,  commencing with the calendar quarter
ending  on March 31,  2004 and (ii) 1.10 to 1.00 as of the end of each  calendar
quarter  other than  calendar  quarters  ending  March 31,  commencing  with the
calendar quarter ending September 30, 2003.

For purposes of each of the above financial covenants, the following terms shall
have the following meanings:

[A] "Capital  Expenditures"  means,  for any period,  all payments for any fixed
assets, or improvements or for replacements, substitutions or additions thereto,
that  have a useful  life of more than one year and  which  are  required  to be
capitalized  under  GAAP  and  which  payments  have  been  made  from  funds of
Thermoview other than funds borrowed by Thermoview and its Subsidiaries.
[B] "Current  Assets" means,  with respect to any Person,  all current assets of
such Person as of any date of determination  calculated in accordance with GAAP,
but excluding cash, cash equivalents and debts due from Affiliates.
[C] "Current  Liabilities"  means,  with respect to any Person,  all liabilities
that should, in accordance with GAAP, be classified as current liabilities,  and
in any event shall include all Indebtedness payable on demand or within one year
from any date of determination  without any option on the part of the obligor to
extend or renew beyond such year,  all accruals for federal or other taxes based
on or measured by income and payable within such year, but excluding the current
portion of long-term debt required to be paid within one year.
[D]  "Current  Ratio"  means,  with  respect  to any  Person  as of any  date of
determination, the ratio of (a) Current Assets to (b) Current Liabilities.
[E] "Fixed Charges" shall mean,  with respect to Thermoview for any period,  the
aggregate of all consolidated  interest  expenses paid or accrued,  plus Capital
Expenditures,  plus  obligations  with  respect  to  capital  leases,  plus  the
Reimbursement Obligations,  plus cash income taxes payable, plus amounts paid to
preferred  shareholders,  plus fees and  scheduled  payments of  principal  with
respect to  Indebtedness,  in all cases during such period by Thermoview and its
Subsidiaries.
[F] "Fixed  Charge  Coverage  Ratio"  means,  with respect to any Person for any
period,  the ratio of (a) EBITDA of such Person for such period to (b) the Fixed
Charges of such Person for such period.
[G]  "EBITDA"  means,  for any period (a) net income (or the deficit if expenses
and charges  exceed  revenues  and proper  income  items)  increased  by (b) all
amounts  deducted  therefrom  (without  duplication)  in the  calculation of net
income on account of the sum of (i) interest expense,  (ii) provision for income
taxes and (iii) depreciation and amortization expense (including but not limited
to legal fees and closing  costs  associated  with this  Amendment  and with the
registration  rights in  respect of all  outstanding  warrants),  but  excluding
therefrom (c) all amounts included therein on account of extraordinary  items of
income  and  expense,  as well as  gains  from the sale of  assets  outside  the
ordinary course of business."

     16.3 By  amending  and  restating  Section  5.A. of the Loan  Agreement  as
follows:

     "A. Indebtedness.  Incur any indebtedness for borrowed money (including but
not limited to  capitalized  leases) other than: [i] the Loan and any subsequent

                                       83
<PAGE>

indebtedness  to  the  Lenders;  [ii]  existing  indebtedness  disclosed  on the
Historical  Financial  Statements  referred  to  the in  "Financial  Statements"
Section of this Agreement; [iii] subordinated indebtedness (the "GE Subordinated
Debt") to GE Capital Equity  Investments,  Inc.  ("GE") issued  pursuant to that
certain  Securities  Purchase  Agreement  dated  as of July  8,  1999  (the  "GE
Agreement"),  and  the  Loan  Documents,  as  that  term  is  defined  in the GE
Agreement,   executed  and  delivered  in  connection   with  the  GE  Agreement
(collectively,  the "GE Loan Documents"); [iv] indebtedness that is subordinated
in form and  substance  acceptable  to the Lenders;  and [v] the  "Reimbursement
Obligations"  as defined in that certain  Reimbursement  Agreement,  dated as of
June 30, 2003, by and among the Borrowers and GE."

     16.4 By adding the following to the end of Section 5.G.:

     "Notwithstanding  the foregoing,  following  repayment and  satisfaction in
full of the  Series A Note and the  Series B Notes  (each as  defined in the PNC
Loan Agreement),  Thermoview may make regularly  scheduled  dividend payments in
respect  of the  Series D  Preferred  Stock and the  Series E  Preferred  Stock;
provided  that at the time of such payment no Default or Event of Default  shall
have occurred and be  continuing or such payment would result in the  occurrence
of a Default or Event of Default."

     Section 17. CONSENT.  The Lenders consent to the Fifth Amended  Certificate
of  Designation  of  Cumulative   Preferred  Stock,   Series  D,  of  Thermoview
Industries,   Inc.,  and  the  Fourth  Amended  Certificate  of  Designation  of
Cumulative Preferred Stock, Series E, of Thermoview  Industries,  Inc., attached
hereto as Annexes 1 and 2, respectively (the "Certificate Amendments"), it being
understood  and agreed that any  provisions  of the Loan  Agreement  (including,
without limitation,  Section 5.G. thereof) shall not be deemed to be modified or
amended or waived pursuant to this consent if the Certificate  Amendments  shall
conflict with such provisions.

     Section 18.  CONDITIONS  PRECEDENT TO THE  EFFECTIVENESS OF THIS AMENDMENT.
This Amendment  shall be effective as of June 30, 2003 (such date is referred to
herein  as the  "Effective  Date")  upon  full  execution  and  delivery  of the
following, in each case in form and substance satisfactory to the Lenders:

     (a) this Amendment;

     (b) Amendment No. 7 to the Securities Purchase  Agreement,  dated as of the
date hereof, between Thermoview and GE Capital;

     (c) the Amended and Restated Series A Note, the Amended and Restated Series
B Notes,  the Amended  and  Restated  Series C Note,  in each case issued by the
Borrowers to the Lenders;

     (d) the Amendment to Security Agreement, dated as of the date hereof, among
the Borrowers and the Lenders party thereto;

     (e) the Amendment to Pledge Agreement dated as of the date hereof among the
Borrowers and the Lenders party thereto;

     (f) the  Reimbursement  Agreement,  dated as of the date hereof,  among the
Borrowers and GE Capital;

                                       84
<PAGE>

     (g) Warrant No. W-6A dated as of the date hereof issued by Thermoview to GE
Capital; and

     (h) the  Certificate  Amendments  and the  consents  of the  holders of the
preferred stock of Thermoview to the Certificate Amendments.

     Section  19.  EXPENSES.  Within  fifteen  (15)  days  of the  date  hereof,
Thermoview  shall pay to GE Capital,  and shall  reimburse  GE Capital  for, all
reasonable  expenses of GE Capital in connection  with the  preparation  of this
Amendment  and each of the  other  documents  prepared  in  connection  herewith
(including the reasonable fees and expenses of counsel) and all other reasonable
out-of-pocket  costs and expenses of every type and nature  (including,  without
limitation,  the reasonable  fees,  expenses and  disbursements  of GE Capital's
counsel, Weil, Gotshal & Manges LLP) related thereto.

     Section 20. EFFECT ON LOAN DOCUMENTS.

     (a) On and after the Effective  Date,  each reference in the Loan Documents
to "this Agreement", "herein", "hereof", "hereunder" or words of similar import,
shall mean and be a reference to such Loan Document as amended hereby.

     (b) Except as specifically amended above in connection herewith,  each Loan
Document  shall  remain in full  force and  effect  and is hereby  ratified  and
confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of the Lenders under any of the Loan  Documents or constitute a waiver of
any provision of any of the Loan Documents.

     Section 21.  GOVERNING  LAW.  THIS  AMENDMENT AND THE  OBLIGATIONS  ARISING
HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES.

     Section 22. SECTION TITLES.  Section titles contained in this Amendment are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

     Section 23.  COUNTERPARTS.  This Amendment may be executed in any number of
separate   counterparts,   each  of  which  shall  collectively  and  separately
constitute one agreement.

                                       85
<PAGE>

IN WITNESS  WHEREOF,  this Amendment has been duly executed as of the date first
written above.


GE CAPITAL EQUITY INVESTMENTS, INC.,
as Series A Lender, Series C Lender and as Collateral Agent


By: _____________________________
Name, Title


SERIES B LENDERS:


Rodney H. Thomas _________________________________

Charles L. Smith _________________________________

ROBERT l. Cox _________________________________

ROBERT l. Cox, II _________________________________

Stephen a. Hoffmann _________________________________

Mitch m. Wexler _________________________________

StePHEN TownzeN _________________________________

eMERGING BUSINESS SOLUTIONS, LLC
By: _________________________________
Name:
Title:

RonALD L. Carmicle _________________________________

RayMOND C. DaUenhauer _______________________________

J. Sherman Henderson, III ___________________________

Bruce c. Merrick _________________________________

GEORGE T. Underhill, II _____________________________

DANIEL F. DOOLEY _________________________________


THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.

                                       86
<PAGE>

TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.



By: _________________________________
Charles L. Smith, President

                                       87
<PAGE>

                                                                 Exhibit 10.121

                                 AMENDMENT NO. 7

AMENDMENT  NO.  7  (this  "Amendment"),  dated  as of  June  30,  2003,  between
ThermoView Industries, Inc. ("Company") and GE Capital Equity Investments,  Inc.
("GE Capital").

                              W I T N E S S E T H:

WHEREAS,  Company and GE Capital are parties to that certain Securities Purchase
Agreement,  dated as of July 8,  1999 (as from time to time  amended,  restated,
supplemented or otherwise  modified,  the "Purchase  Agreement",  and unless the
context otherwise requires or unless otherwise defined herein, capitalized terms
used herein shall have the meanings assigned to them in the Purchase Agreement);
and
     WHEREAS,  Company has  requested  an  extension  of the  maturity  date and
cancellation of $1,000,000 of the principal amount of the promissory note issued
under the Purchase Agreement, as well as amendments to the Purchase Agreement as
more particularly described in this Amendment; and

     WHEREAS,  GE  Capital  has  agreed  such  extension  of  maturity  date and
cancellation  of  indebtedness  under the Purchase  Agreement,  and to amend the
Purchase  Agreement as more  particularly  described in this  Amendment upon the
condition,  among  others,  that Company  execute and deliver this  Amendment in
favor of GE Capital;

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
herein, and on the terms and subject to the conditions as hereinafter set forth,
the parties  hereto  agree as follows:  Section 24.  AMENDMENTS  TO THE PURCHASE
AGREEMENT.  Effective as of the Effective Date (as defined herein), the Purchase
Agreement is amended as follows:

     24.1 By adding the  following  new  definition to Section 1 of the Purchase
Agreement:

     `"Reimbursement  Agreement" shall mean that certain Reimbursement Agreement
dated as of June 30, 2003 among Purchaser and Company and its Subsidiaries.'

     24.2 By amending and restating the following definition in Section 1:

     `"Senior Debt" shall mean all  Indebtedness of Company and its Subsidiaries
under the  Reimbursement  Agreement and the PNC Loan Agreement,  as amended from
time to time, and all refinancings thereof.'

     24.3 By deleting the  reference in the last  sentence of Section  2.1(a) to
"$4,350,000" and substituting therefor, "$3,745,875".

     24.4 By deleting the  reference in the last  sentence of Section  2.1(a) to
"October 31, 2004" and substituting therefor, "July 31, 2006".

     24.5 By adding a new paragraph (d) to the end of Section 2.4 as follows:

                                       88
<PAGE>

     "(d)  Following  the  repayment in full of all Senior Debt,  on July 31 and
November 15 of each  calendar  year,  Company shall prepay the Note in an amount
outstanding  equal to 70% of the  Company's  and its  Subsidiaries'  cash,  cash
equivalents  and  marketable  securities  balance on its  balance  sheet  which,
collectively,  is in  excess  of  $1,000,000  as of June 30 or  October  15,  as
applicable, of that year."

     24.6 By deleting the reference in Section 2.6(a) to "12%" and  substituting
therefor, "8%".

     24.7 By adding the following to the end of Section 5.2(g):

     "Notwithstanding  the foregoing,  following  repayment and  satisfaction in
full of the  Series A Note and the  Series B Notes  (each as  defined in the PNC
Loan  Agreement),  Company may make  regularly  scheduled  dividend  payments in
respect  of the  Series D  Preferred  Stock and the  Series E  Preferred  Stock;
provided  that at the time of such payment no Default or Event of Default  shall
have occurred and be  continuing or such payment would result in the  occurrence
of a Default or Event of Default."

     24.8 By amending and restating Section 5.1(h) of the Purchase  Agreement as
follows:

     "(h) (i) Fixed Charge Coverage Ratio. Company will maintain, as of the last
day of each calendar quarter for the applicable  period of measurement set forth
below,  a Fixed Charge  Coverage  Ratio of not less than the  following for such
period:

          PERIOD/CALENDAR QUARTER               FIXED CHARGE COVERAGE RATIO
--------------------------------------------- --------------------------------
    Quarter ending on September 30, 2003               1.20 to 1.00
   Six months ending on December 31, 2003              1.20 to 1.00
    Nine months ending on March 31, 2004               1.00 to 1.00
   Twelve months ending on June 30, 2004               1.20 to 1.00
 Twelve months ending on September 30, 2004            1.20 to 1.00
 Twelve months ending on December 31, 2004             1.20 to 1.00
   Twelve months ending on March 31, 2005              1.20 to 1.00
   Twelve months ending on June 30, 2005               1.20 to 1.00
 Twelve months ending on September 30, 2005            1.20 to 1.00
 Twelve months ending on December 30, 2005             1.20 to 1.00
 Twelve months ending as of the end of each            1.20 to 1.00
        calendar quarter thereafter

                                       89
<PAGE>

(ii) Minimum  EBITDA.  Company  shall have,  as of the last day of each calendar
quarter for the applicable  period of measurement  set forth below EBITDA of not
less than the following for such period:

          PERIOD/CALENDAR QUARTER                  MINIMUM EBITDA
--------------------------------------------- --------------------------
    Quarter ending on September 30, 2003             $1,275,000
   Six months ending on December 31, 2003            $2,500,000
    Nine months ending on March 31, 2004             $2,500,000
   Twelve months ending on June 30, 2004             $3,800,000
 Twelve months ending on September 30, 2004          $4,200,000
 Twelve months ending on December 31, 2004           $4,600,000
   Twelve months ending on March 31, 2005            $4,600,000
   Twelve months ending on June 30, 2005             $5,000,000
 Twelve months ending on September 30, 2005          $5,300,000
 Twelve months ending on December 30, 2005           $5,600,000
 Twelve months ending as of the end of each          $5,600,000
        calendar quarter thereafter

     (iii) Current Ratio.  Company and its Subsidiaries on a consolidated  basis
shall  maintain a Current  Ratio of not less than (a) 1.00 to 1.00 as of the end
of each calendar  quarter ending March 31,  commencing with the calendar quarter
ending  on March  31,  2004 and (b) 1.10 to 1.00 as of the end of each  calendar
quarter  other than  calendar  quarters  ending  March 31,  commencing  with the
calendar quarter ending September 30, 2003.

For purposes of each of the above financial covenants, the following terms shall
have the following meanings:
(i) "Capital  Expenditures"  means,  for any period,  all payments for any fixed
assets, or improvements or for replacements, substitutions or additions thereto,
that  have a useful  life of more than one year and  which  are  required  to be
capitalized  under GAAP and which  payments have been made from funds of Company
other than funds borrowed by Company and its Subsidiaries.
(ii) "Current Assets" means,  with respect to any Person,  all current assets of
such Person as of any date of determination  calculated in accordance with GAAP,
but excluding cash, cash equivalents and debts due from Affiliates.
(iii) "Current  Liabilities"  means, with respect to any Person, all liabilities
that should, in accordance with GAAP, be classified as current liabilities,  and
in any event shall include all Indebtedness payable on demand or within one year
from any date of determination  without any option on the part of the obligor to

                                       90
<PAGE>

extend or renew beyond such year,  all accruals for federal or other taxes based
on or measured by income and payable within such year, but excluding the current
portion of long-term debt required to be paid within one year.
(iv)  "Current  Ratio"  means,  with  respect  to any  Person  as of any date of
determination, the ratio of (a) Current Assets to (b) Current Liabilities.
(v) "Fixed  Charges"  shall mean,  with  respect to Company for any period,  the
aggregate of all consolidated  interest  expenses paid or accrued,  plus Capital
Expenditures,  plus  obligations  with  respect  to  capital  leases,  plus  the
Reimbursement Obligations,  plus cash income taxes payable, plus amounts paid to
preferred  shareholders,  plus fees and  scheduled  payments of  principal  with
respect to  Indebtedness,  in all cases  during  such  period by Company and its
Subsidiaries.
(vi) "Fixed Charge  Coverage  Ratio"  means,  with respect to any Person for any
period,  the ratio of (a) EBITDA of such Person for such period to (b) the Fixed
Charges of such Person for such period.
(vii) "EBITDA" means, for any period (a) net income (or
the deficit if expenses and charges  exceed  revenues and proper  income  items)
increased by (b) all amounts  deducted  therefrom  (without  duplication) in the
calculation  of net income on account of the sum of (x)  interest  expense,  (y)
provision  for  income  taxes  and (z)  depreciation  and  amortization  expense
(including but not limited to legal fees and closing costs  associated with this
Amendment  and  with the  registration  rights  in  respect  of all  outstanding
warrants),  but excluding  therefrom (c) all amounts included therein on account
of extraordinary  items of income and expense, as well as gains from the sale of
assets outside the ordinary course of business."

     Section 25. CONSENT.  GE Capital consents to the Fifth Amended  Certificate
of  Designation  of  Cumulative   Preferred  Stock,   Series  D,  of  Thermoview
Industries,   Inc.,  and  the  Fourth  Amended  Certificate  of  Designation  of
Cumulative Preferred Stock, Series E, of Thermoview  Industries,  Inc., attached
hereto as Annexes 1 and 2, respectively (the "Certificate Amendments"), it being
understood and agreed that any provisions of the Purchase Agreement  (including,
without limitation,  Section 5.2(g). thereof) shall not be deemed to be modified
or amended or waived  pursuant  to this  consent if the  Certificate  Amendments
shall conflict with such provisions.

     Section 26.  CONDITIONS  PRECEDENT TO THE  EFFECTIVENESS OF THIS AMENDMENT.
This Amendment  shall be effective as of June 30, 2003 (such date is referred to
herein  as the  "Effective  Date")  upon  full  execution  and  delivery  of the
following, in each case in form and substance satisfactory to the Lenders:

     (a) this Amendment;

     (b) the  Eleventh  Amendment  to the Loan  Agreement,  dated as of the date
hereof, among Company and its Subsidiaries, Purchaser, as agent, and the lenders
party thereto (the "Eleventh Amendment");

     (c) the Amended and Restated Series A Note, the Amended and Restated Series
B Notes,  the  Amended  and  Restated  Series C Note,  each dated as of the date
hereof, in each case issued by Company and its Subsidiaries;

     (d) the Amendment to Security Agreement, dated as of the date hereof, among
Company and its Subsidiaries and the lenders party thereto;

                                       91
<PAGE>

     (e) the Amendment to Pledge Agreement dated as of the date hereof among the
Borrowers and the Lenders party thereto;

     (f) the Reimbursement Agreement, dated as of the date hereof, among Company
and its Subsidiaries and Purchaser;

     (g) Warrant No. W-6A dated as of the date hereof  issued by Company and its
Subsidiaries to GE Capital;

     (h) the  consent  included  in the  signature  pages  hereto of each of the
Subsidiaries  of Company  party to the Guaranty and each of the lenders party to
the Eleventh Amendment; and

     (i) the  Certificate  Amendments  and the  consents  of the  holders of the
preferred stock of ThermoView to the Certificate Amendments.

     Section 27. EFFECT ON PURCHASE AGREEMENT.

     (a) On and  after  the  Effective  Date,  each  reference  in the  Purchase
Agreement  to "this  Agreement",  "herein",  "hereof",  "hereunder"  or words of
similar  import,  shall mean and be a reference  to the  Purchase  Agreement  as
amended hereby.

     (b)  Except as  specifically  amended  above in  connection  herewith,  the
Purchase  Agreement shall remain in full force and effect and is hereby ratified
and confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of GE Capital  under any of the Loan  Documents or constitute a waiver of
any provision of any of the Loan Documents.

     Section 28.  GOVERNING  LAW.  THIS  AMENDMENT AND THE  OBLIGATIONS  ARISING
HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES.

     Section 29. SECTION TITLES.  Section titles contained in this Amendment are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

     Section 30.  COUNTERPARTS.  This Amendment may be executed in any number of
separate   counterparts,   each  of  which  shall  collectively  and  separately
constitute one agreement.

                                       92
<PAGE>

IN WITNESS  WHEREOF,  this Amendment has been duly executed as of the date first
written above.


                                    THERMOVIEW INDUSTRIES, INC.



                                    By:
                                    --------------------------------------------
                                        Charles L. Smith, President


                                    GE CAPITAL EQUITY INVESTMENTS, INC.



                                    By:
                                    --------------------------------------------
                                        Duly Authorized signatory

                                       93
<PAGE>

                            CONSENT OF THE GUARANTORS

The Subsidiaries of Company hereby (i) acknowledge receipt of a copy of this
Amendment and (ii) agree that the terms and provisions thereof shall not affect
in any way the obligations and liabilities of such Subsidiaries under the
Guaranty or any of the other Loan Documents, all of which obligations and
liabilities shall remain in full force and effect and each of which are hereby
reaffirmed.
                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.
                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA (WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.



                                    By:  _________________________________
                                          Charles L. Smith, President

                                       93
<PAGE>

                               CONSENT OF LENDERS


GE CAPITAL EQUITY INVESTMENTS INC.


By: _____________________________
Name, Title


Rodney H. Thomas _________________________________

Charles L. Smith _________________________________

Robert L. Cox _________________________________

Robert L. Cox, ii _________________________________

Stephen A. Hoffmann _________________________________

Mitch M. Wexler _________________________________

Stephen TownzeN _________________________________

emerging business solutions, llc
By: _________________________________
Name:
Title:

Ronald l. Carmicle ________________________________

Raymond c. DaUenhauer _______________________________

j. Sherman Henderson, iii ___________________________

Bruce c. Merrick _________________________________

george t. Underhill, ii _____________________________

DANIEL F. DOOLEY ________________________________

                                       94
<PAGE>

                                                                 Exhibit 10.122

                             REIMBURSEMENT AGREEMENT

THIS REIMBURSEMENT AGREEMENT,  dated as of June 30, 2003, is made by and between
THERMOVIEW INDUSTRIES, INC., a Delaware corporation ("ThermoView"),  each of its
subsidiaries  party hereto (together with ThermoView,  the "Borrowers"),  and GE
CAPITAL EQUITY  INVESTMENTS,  INC., a Delaware  corporation (the  "Indemnitor").
RECITALS

A. The Borrowers  have posted,  with  Westchester  Fire  Insurance  Company as a
surety (the "Surety"), a Supersedeas Bond in the amount of $690,000 (the "Appeal
Bond") in connection with the appeal in Thermoview Industries, Inc. v. Clemmens,
Case No. 2003-CA-1043 (including any subsequent appeals).
B. The Indemnitor has agreed to indemnify the Surety for all losses and expenses
in  respect  of the  Appeal  Bond.  C. In  consideration  for  the  Indemnitor's
agreement to indemnify the Surety in respect of the Appeal Bond,  the Indemnitor
has requested,  and the Borrowers  have agreed,  to reimburse the Indemnitor for
any payments made by the Indemnitor to the Surety in respect of the Appeal Bond.
NOW,  THEREFORE,  in consideration of the foregoing and the undertakings  herein
set forth and intending to be legally  bound,  the Borrowers and the  Indemnitor
hereby agree as follows:

                                    ARTICLE 1

                  APPEAL BOND; INDEMNIFICATION; REIMBURSEMENT.

Section 1.01.  Indemnification of Surety.  Subject to the execution and delivery
of this Agreement by the parties hereto and the satisfaction by the Borrowers of
the  requirements of this Agreement,  the Indemnitor has agreed to indemnify the
Surety  with  respect  to any  losses  or  expenses  suffered  by the  Surety in
connection with the Appeal Bond.

Section 1.02. Reimbursements.

|X|  Principal.  The  Borrowers  hereby  unconditionally  covenant  and agree to
     reimburse  and/or pay to the  Indemnitor  all amounts which the  Indemnitor
     shall have paid to the Surety  pursuant  to any  payments  under the Appeal
     Bond on the day immediately following the date of any such payment (each, a
     "Repayment Date").

|X|  Interest. The Borrowers hereby unconditionally covenant and agree to pay to
     the Indemnitor  interest on any and all amounts owing to the Indemnitor and
     remaining  unpaid  by the  Borrowers  under  clause  (a)  above,  from  and
     including the applicable  Repayment  Date, to but not including the date of
     payment  in full  thereof,  at a rate of  interest  equal to 12% per annum.
     Amounts payable under this Section 1.02(b) shall be payable at any time and
     from time to time on demand of the Indemnitor.

|X|  Renewal  Fee.  On May 31 of each year,  if, on such date,  the Appeal  Bond
     shall continue to be posted and the  Indemnitor  shall continue to agree to
     indemnify the Surety with respect to the Appeal Bond, the Borrowers  hereby
     unconditionally  covenant and agree to pay to the  Indemnitor a renewal fee

                                       95
<PAGE>

     in the amount of two and  one-half  percent  (2-1/2%) of the face amount of
     the Appeal Bond then posted.

                                    ARTICLE 2

                      SECURITY INTERESTS; EVENT OF DEFAULT.

Section  2.01.  Grant of Security  Interest.  To secure the  obligations  of the
Borrowers to make payments  pursuant to Section 1.01 hereof  (collectively,  the
"Reimbursement Obligations"),  the Borrowers hereby unconditionally covenant and
agree to grant to the Indemnitor,  as secured party, a security  interest in and
lien on all assets  pursuant to that  certain  Security  Agreement,  dated as of
August 31, 1998, as amended, among the Borrowers and the lenders party thereto.

Section 2.02.  Establishment of Cash Account.  On the first day of each calendar
month,  the Borrowers  shall place cash in an account at Bankers Trust  (Account
No.  50-265-154) and in the Indemnitor's  name (the "Cash Account") in an amount
equal to at least  (i)  $50,000  for each  month  from (and  including)  July to
December and (ii) $30,000 for each month from (and  including)  January to June;
provided that, as of June 30, 2004,  there shall be at least $600,000  available
in the Cash  Account;  provided  further that the  Borrowers  shall not have any
further  obligation  to  place  cash in the  Cash  Account  if funds in the Cash
Account  are more than the face  amount of the  Appeal  Bond  then  posted.  The
Borrowers hereby grant to the Indemnitor a security interest in the Cash Account
for  the  prompt  and  complete  payment  and  performance  when  due of all the
obligations to the Indemnitor  under this  Agreement,  and the Indemnitor  shall
retain control (as defined in the Uniform  Commercial Code) of all funds therein
until  satisfaction in full of the Borrowers'  obligations under this Agreement.
The  Borrowers  agree that any amounts  held in the Cash  Account may be applied
against  obligations  of the  Borrowers  under this  Agreement as the same shall
become due and payable.  Upon satisfaction in full of the obligations under this
Agreement,  any  remaining  amounts  in the  Cash  Account  will  be used by the
Borrowers  to  prepay  the  obligations  under the  terms of that  certain  Loan
Agreement,  dated as of August 31, 1998 (the "Loan Agreement"),  as amended from
time  to  time,  among  the  Borrowers  and the  lenders  party  thereto,  which
prepayments shall be made in accordance with the terms of the Loan Agreement and
the related notes.

Section 2.03.  Default.  The following shall be "Events of Default" for purposes
of this Agreement: (i) failure by the Borrowers to pay any amount required to be
paid  pursuant to Article I of this  Agreement  within two business  days of the
date such amount  becomes due and payable;  (ii) failure of the Borrowers to pay
any other amount  payable under this Agreement  (including  deposits to the Cash
Account in  accordance  with Section 2.02 within five  business days of the date
such amount  becomes due and  payable;  and (iii)  failure by the  Borrowers  to
perform or comply with any other  obligation  under this Agreement which failure
is not cured within 30 days of notice by the Indemnitor.

Section 2.04. Remedies.  The Indemnitor may, if an Event of Default has occurred
and  is  continuing,  by  written  notice  to the  Borrowers:  (i)  declare  the
Borrowers'  obligations  hereunder  to be,  whereupon  the  same  shall  become,
immediately due and payable;  and (ii) exercise,  or cause to be exercised,  any
and all  such  remedies  as it may have  under  this  Agreement  or at law or in

                                       96
<PAGE>

equity,  it being  understood and agreed that the Indemnitor  shall exercise its
remedies  against the Cash Account prior to exercising  remedies with respect to
any other collateral of the Borrowers.

                                    ARTICLE 3

                                  MISCELLANEOUS

Notices.  All notices and other  communications  provided for hereunder shall be
sent in  accordance  with  the  notice  provisions  contained  in  that  certain
Securities  Purchase  Agreement,  dated as of July 9, 1999, as amended,  between
Thermoview and the Indemnitor.

Section 3.01.  Successors and Assigns. This Agreement shall inure to the benefit
of and shall be binding upon the parties hereto and their respective  successors
and assigns.  No Borrower may assign its rights under this Agreement without the
prior written consent of the Indemnitor. The Borrowers and the Indemnitor intend
that no person other than the parties hereto and their successors and assigns as
permitted  hereunder  shall have any claim or interest  under this  Agreement or
right of action hereon or hereunder.

Section  3.02.  Counterparts.  The  execution  hereof by each party hereto shall
constitute a contract  between them for the uses and purposes  herein set forth,
and this  Agreement  may be  executed in any number of  counterparts,  with each
executed  counterpart  constituting  an original and all  counterparts  together
constituting one agreement.

Section 3.03. Amendments. This Agreement may be amended only by an instrument in
writing executed and delivered by the Borrowers and the Indemnitor.

Section 3.04. Complete Agreement.  Taken together with the other instruments and
documents  delivered  in  compliance  herewith,  this  Agreement  is a  complete
memorandum of the agreement of the Borrowers and the Indemnitor.

Section  3.05.  Consent  to  Jurisdiction;  Venue;  Waiver  of Jury  Trial.  The
Borrowers  hereby  irrevocably  (i) agree that any suit,  action or other  legal
proceeding  arising out of or relating to this  Agreement  may be brought in any
federal  or state  court  located in New York and  consent to the  non-exclusive
jurisdiction of such court in any such suit,  action or proceeding,  (ii) to the
extent allowed by law, waive any objection  which they may have to the laying of
venue of any such  suit,  action or  proceeding  in any such court and any claim
that any such suit,  action or  proceeding  has been brought in an  inconvenient
forum.  The  Borrowers  agree  that a  final  judgment  in any  such  action  or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by  applicable  law. THE
PARTIES  HERETO  HEREBY  WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION  ARISING
HEREUNDER OR UNDER THIS AGREEMENT.

Section 3.06.  Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York (without  reference to its
principles of conflicts of law.

Section 3.07.  Further  Assurances.  The Borrowers will execute and deliver such
further  instruments  and perform  such  further acts as may be requested by the
Indemnitor from time to time to confirm the provisions of this Agreement  and/or

                                       97
<PAGE>

to confirm the priority  and/or  perfection of any lien,  pledge,  assignment or
security  interest  created or intended to be created by this  Agreement  in any
property,  rights or interests of the Applicant. The Borrowers agrees to pay all
reasonable  costs  of any  such  acts  required  to be  taken  by the  Borrowers
hereunder  including without limitation the recording,  filing and acknowledging
of such documents in such public offices as the Indemnitor may require.




                                       98
<PAGE>

IN WITNESS WHEREOF, the Borrowers and the Indemnitor have caused this
Reimbursement Agreement to be duly executed and delivered as of the date first
noted above.
                                    GE CAPITAL EQUITY INVESTMENTS, INC.


                                    By:  _____________________________
                                        Name, Title

                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.
                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.


                                    By:  _________________________________
                                          Charles L. Smith, President

                                       99
<PAGE>

                                                                 Exhibit 10.123

                          AMENDMENT TO PLEDGE AGREEMENT

AMENDMENT TO PLEDGE AGREEMENT (this "Amendment"),  dated as of June 30, 2003, by
and among [i] THERMOVIEW INDUSTRIES,  INC., a Delaware corporation ("ThermoView"
or "Grantor") having an address at 5611 Fern Valley Road,  Louisville,  Kentucky
40228,  [ii] GE CAPITAL EQUITY  INVESTMENTS,  INC., a Delaware  corporation ("GE
Capital" or the "Series A Lender" or the "Series C Lender") and [iii] GE Capital
as collateral  agent, as applicable (in such capacity,  the "Collateral  Agent")
and  [iv] GE  Capital  as  Purchaser  under  that  certain  Securities  Purchase
Agreement  dated as of July 9, 1999 and [v] GE Capital as Indemnitor  under that
certain  Reimbursement  Agreement  dated as June 30,  2003  and [vi]  Rodney  H.
Thomas, Charles L. Smith, Robert L. Cox, Robert L. Cox, II, Stephen A. Hoffmann,
Mitch M. Wexler,  Stephen Townzen,  Emerging Business Solutions,  LLC, Ronald L.
Carmicle,  Raymond C. Dauenhauer,  J. Sherman Henderson,  III, Bruce C. Merrick,
George T.  Underhill,  II and Daniel F.  Dooley  (each,  a "Series B Lender" and
collectively,  the "Series B Lenders", and together with the Series A Lender and
the Series C Lender, the "Lenders").

                              W I T N E S S E T H:

     A. The Grantor and the Lenders are party to that certain Pledge  Agreement,
dated  as of  August  31,  1998,  as  amended  from  time to time  (the  "Pledge
Agreement";  capitalized  terms  used  herein  and not  defined  shall  have the
meanings assigned to them in the Security Agreement).

     B. GE Capital has  requested,  and the Grantors and Lenders have agreed to,
amendments  to the Pledge  Agreement  (as more  particularly  described  in this
Amendment) to secure the  obligations of the Grantor to GE Capital as indemnitor
under that certain Reimbursement Agreement (as defined below).

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:  Section 1. AMENDMENT TO THE PLEDGE
AGREEMENT.  Effective as of the date hereof,  the Pledge Agreement is amended as
follows:

     1.1 Each  reference to Bank,  Lender or Secured Party  thereunder  shall be
deemed to include a reference to GE Capital as the "Indemnitor"  under the terms
of the Reimbursement Agreement.

     1.2 Section 2 shall be amended by adding the to the end of the  penultimate
line thereof (immediately before the words  "(collectively,  the "Obligations")"
the  following;  ",  including,  without  limitation,  the  obligations  of  the
Borrowers  under  that  certain  Reimbursement  Agreement,  dated as of the date
hereof  among  the  Borrowers  and GE  Capital  Equity  Investments,  Inc.  ("GE
Capital")".

     1.3 The following paragraph shall be added as new paragraph 18:

     "23.  Reimbursement  Agreement.  Notwithstanding  anything to the  contrary
contained herein, GE Capital shall be entitled to exercise all of its rights and
remedies with respect to the Collateral, including, without limitation, the Cash

                                      100
<PAGE>

Account (as defined in the  Reimbursement  Agreement),  as a secured  party with
respect to the Reimbursement Agreement and the Reimbursement Obligations without
the consent of the Lenders party hereto."

     Section 2. EFFECT ON PLEDGE AGREEMENT.

     (a) On and after the Effective Date, each reference in the Pledge Agreement
to "this Agreement", "herein", "hereof", "hereunder" or words of similar import,
shall mean and be a reference to such Security Agreement as amended hereby.

     (b) Except as specifically amended above in connection herewith, the Pledge
Agreement  shall  remain in full  force and effect  and is hereby  ratified  and
confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of the Lenders  under the Pledge  Agreement or constitute a waiver of any
provision of the Pledge Agreement.

     Section 3.  GOVERNING  LAW.  THIS  AMENDMENT  AND THE  OBLIGATIONS  ARISING
HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES.

     Section 4. SECTION TITLES.  Section titles  contained in this Amendment are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

     Section 5.  COUNTERPARTS.  This  Amendment may be executed in any number of
separate   counterparts,   each  of  which  shall  collectively  and  separately
constitute one agreement.

IN WITNESS  WHEREOF,  this Amendment has been duly executed as of the date first
written above.

GE CAPITAL EQUITY INVESTMENTS, INC., as Purchaser,  Indemnitor, Series A Lender,
Series C Lender and as Collateral Agent


By: _____________________________
Name, Title


SERIES B LENDERS:


Rodney H. Thomas _________________________________

Charles L. Smith _________________________________

ROBERT l. Cox _________________________________

ROBERT l. Cox, II _________________________________

                                      101
<PAGE>

Stephen a. Hoffmann _________________________________

Mitch m. Wexler _________________________________

StePHEN TownzeN _________________________________

eMERGING BUSINESS SOLUTIONS, LLC
By: _________________________________
Name:
Title:

RonALD L. Carmicle _________________________________

RayMOND C. DaUenhauer _______________________________

J. Sherman Henderson, III ___________________________

Bruce c. Merrick ________________________________

GEORGE T. Underhill, II _____________________________

DANIEL F. DOOLEY _________________________________


GRANTOR:

THERMOVIEW INDUSTRIES, INC.


By: _________________________________
Charles L. Smith, President

                                      102
<PAGE>

                                                                Exhibit 10.124

                         AMENDMENT TO SECURITY AGREEMENT

AMENDMENT TO SECURITY AGREEMENT (this  "Amendment"),  dated as of June 30, 2003,
by  and  among  [i]  THERMOVIEW   INDUSTRIES,   INC.,  a  Delaware   corporation
("ThermoView"),   [ii]  AMERICAN  HOME   DEVELOPERS   CO.,  INC.,  a  California
corporation  ("American  Home"),  [iii] FIVE STAR  BUILDERS,  INC., a California
corporation ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware  corporation
("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation  ("Key Home
Mortgage"),  [vi]  LEINGANG  SIDING AND WINDOW,  INC., a North  Dakota  business
corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a Missouri
corporation  ("Precision"),  [viii]  PRIMAX  WINDOW CO., a Kentucky  corporation
("Primax"),  [ix] ROLOX, INC., a Kansas corporation  ("Rolox"),  [x] TD WINDOWS,
INC., a Kentucky corporation ("TD Windows"),  [xi] THERMAL LINE WINDOWS, INC., a
North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI, INC., a
Missouri corporation ("ThermoView-Missouri"), [xiii] THERMO-TILT WINDOW COMPANY,
a Delaware corporation ("Thermo-Tilt"), [xiv]THERMO-SHIELD OF AMERICA (ARIZONA),
INC., an Arizona corporation  ("Thermo-Shield  Arizona"),  [xv] THERMO-SHIELD OF
AMERICA (MICHIGAN),  INC., a Michigan  corporation  ("Thermo-Shield  Michigan"),
[xvi]  THERMO-SHIELD   COMPANY,  LLC,  an  Illinois  limited  liability  company
("Thermo-Shield Company"),  [xvii] THERMO-SHIELD OF AMERICA (WISCONSIN),  LLC, a
Wisconsin  limited  liability  company  ("Thermo-Shield   Wisconsin"),   [xviii]
THERMOVIEW   ADVERTISING  GROUP,  INC.,  a  Delaware  corporation   ("ThermoView
Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a  Missouri  corporation
("Thomas  Construction"),  (ThermoView,  American Home, Five Star, Key Home, Key
Home Mortgage,  Leingang Siding,  Precision,  Primax, Rolox, TD Windows, Thermal
Line,  ThermoView-Missouri,  Thermo-Tilt,  Thermo-Shield Arizona,  Thermo-Shield
Michigan, Thermo-Shield Company, Thermo-Shield Wisconsin, ThermoView Advertising
and Thomas  Construction  individually  are  referred to in this  Agreement as a
"Grantor"  and  collectively,  as the  "Grantors")  having an address in care of
ThermoView Industries,  Inc., 5611 Fern Valley Road, Louisville,  Kentucky 40228
and [xx] GE  CAPITAL  EQUITY  INVESTMENTS,  INC.,  a Delaware  corporation  ("GE
Capital" or the "Series A Lender" or the "Series C Lender")  and [xi] GE Capital
as collateral  agent, as applicable (in such capacity,  the "Collateral  Agent")
and [xii] GE  Capital  as  Purchaser  under  that  certain  Securities  Purchase
Agreement  dated as of July 9, 1999 and [xiii] GE Capital  as  Indemnitor  under
that certain Reimbursement  Agreement dated as June 30, 2003 and [xiv] Rodney H.
Thomas, Charles L. Smith, Robert L. Cox, Robert L. Cox, II, Stephen A. Hoffmann,
Mitch M. Wexler,  Stephen Townzen,  Emerging Business Solutions,  LLC, Ronald L.
Carmicle,  Raymond C. Dauenhauer,  J. Sherman Henderson,  III, Bruce C. Merrick,
George T.  Underhill,  II and Daniel F.  Dooley  (each,  a "Series B Lender" and
collectively,  the "Series B Lenders", and together with the Series A Lender and
the Series C Lender, the "Lenders"). -------

                              W I T N E S S E T H:

     A.  The  Grantors  and the  Lenders  are  party  to that  certain  Security
Agreement,  dated as of  August  31,  1998,  as  amended  from time to time (the
"Security  Agreement";  capitalized terms used herein and not defined shall have
the meanings assigned to them in the Security Agreement).

                                      103
<PAGE>

     B. GE Capital has  requested,  and the Grantors and Lenders have agreed to,
amendments  to the Security  Agreement (as more  particularly  described in this
Amendment) to secure the obligations of the Grantors to GE Capital as indemnitor
under that certain Reimbursement Agreement (as defined below).

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows: Section 6.
     AMENDMENT TO THE SECURITY  AGREEMENT.  Effective as of the date hereof, the
Security Agreement is amended as follows:

     6.1 Each reference to Bank or Lender  thereunder shall be deemed to include
a  reference  to  GE  Capital  as  the  "Indemnitor"  under  the  terms  of  the
Reimbursement Agreement.

     6.2 The following new definitions shall be added to Section 1:

     `"Reimbursement  Agreement" shall mean that certain Reimbursement Agreement
dated  as  of  the  date  hereof  among  the  Grantors  and  GE  Capital  Equity
Investments, Inc.'

     `"Reimbursement  Obligations"  shall mean the  obligations  of the Grantors
under the Reimbursement Agreement.'

     6.3 The definition of "Loan Agreement" shall be amended by adding the words
"and the Reimbursement Agreement" to the end thereof.

     6.4 The definition of "Obligations" shall be amended by adding the words ",
including,  without  limitation,  the  Reimbursement  Obligations"  to  the  end
thereof.

     6.5 The following paragraph shall be added as new paragraph 23:

     "23.  Reimbursement  Agreement.  Notwithstanding  anything to the  contrary
contained herein, GE Capital shall be entitled to exercise all of its rights and
remedies with respect to the Collateral, including, without limitation, the Cash
Account  (as defined in the  Reimbursement  Agreement)  as a secured  party with
respect to the Reimbursement Agreement and the Reimbursement Obligations without
the consent of the Lenders party hereto."

     Section 7. EFFECT ON SECURITY AGREEMENT.

     (a) On and  after  the  Effective  Date,  each  reference  in the  Security
Agreement  to "this  Agreement",  "herein",  "hereof",  "hereunder"  or words of
similar  import,  shall mean and be a reference  to such  Security  Agreement as
amended hereby.

     (b)  Except as  specifically  amended  above in  connection  herewith,  the
Security  Agreement shall remain in full force and effect and is hereby ratified
and confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of the Lenders under the Security Agreement or constitute a waiver of any
provision of the Security Agreement.

                                      104
<PAGE>

     Section 8.  GOVERNING  LAW.  THIS  AMENDMENT  AND THE  OBLIGATIONS  ARISING
HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES.

     Section 9. SECTION TITLES.  Section titles  contained in this Amendment are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

     Section 10.  COUNTERPARTS.  This Amendment may be executed in any number of
separate   counterparts,   each  of  which  shall  collectively  and  separately
constitute one agreement.

IN WITNESS  WHEREOF,  this Amendment has been duly executed as of the date first
written above.


GE CAPITAL EQUITY INVESTMENTS, INC., as Purchaser,  Indemnitor, Series A Lender,
Series C Lender and as Collateral Agent


By: _____________________________
Name, Title


SERIES B LENDERS:


Rodney H. Thomas _________________________________

Charles L. Smith _________________________________

ROBERT l. Cox _________________________________

ROBERT l. Cox, II _________________________________

Stephen a. Hoffmann _________________________________

Mitch m. Wexler _________________________________

StePHEN TownzeN _________________________________

eMERGING BUSINESS SOLUTIONS, LLC
By: _________________________________
Name:
Title:

RonALD L. Carmicle _________________________________

RayMOND C. DaUenhauer _______________________________

J. Sherman Henderson, III ___________________________

Bruce c. Merrick ________________________________

                                      105
<PAGE>

GEORGE T. Underhill, II _____________________________

DANIEL F. DOOLEY ________________________________


GRANTORS:

THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.
TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.



By: _________________________________
Charles L. Smith, President

                                      106
<PAGE>

                                                                 Exhibit 10.125

                   CONSENT TO AMENDMENT AND PARTIAL REDEMPTION

     THIS  CONSENT TO  AMENDMENT  is made and entered into as of the 27th day of
June, 2003, with an effective date of March 31, 2003, by and between  THERMOVIEW
INDUSTRIES, INC., a Delaware corporation ("ThermoView") and ____________________
("Holder").

                             PRELIMINARY STATEMENTS

     ThermoView has  previously  issued,  or will cause to be issued,  to Holder
shares of ThermoView 12% Cumulative Series D Preferred Stock with a stated value
of $5.00  (the  "Preferred  Stock").  The  Holder  has  previously  provided  to
ThermoView an oral  agreement to: a) provide a written  consent to ThermoView to
cause the filing with the  Delaware  Secretary  of State of an  amendment to the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and  incorporated  herein by  reference  (the  "Certificate");  and b) provide a
written  consent  for the  partial  redemption  of  200,000  shares  of Series D
preferred stock.

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     1.  Consent  to  Amendment.   Holder  consents  to  the  amendment  to  the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     2. Consent to Partial Redemption. Holder consents to the partial redemption
of the collective sum of 200,000 shares of the Series D preferred  stock held by
DART Investors, L.P. No. 2 and Charles L. Smith.

     3. Miscellaneous.

     (a)  Entire  Agreement.  This  Consent  to  Amendment  embodies  the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
payment of Preferred  Stock  dividends and  supersedes all prior oral or written
agreements and  understandings  relating to same. No statement,  representation,
warranty,  covenant or  agreement  of any kind not  expressly  set forth in this
Consent to Amendment shall affect, or be used to interpret,  change or restrict,
the express terms and provisions of this Consent to Amendment.

     (b) Modifications and Amendments.  The terms and provisions of this Consent
to Amendment  may be modified or amended only by written  agreement  executed by
all parties hereto.

     (c)  Benefit.  This  Consent to  Amendment  shall be binding on the parties
hereto and shall inure to the benefit of the parties  hereto and the  respective
successors and permitted  assigns of each party hereto.  Nothing in this Consent
to Amendment shall be construed to create any rights or obligations except among
the parties  hereto,  and no person or entity shall be regarded as a third-party
beneficiary of this Consent to Amendment.

                                      107
<PAGE>

     (d) Governing Law. This Consent to Amendment and the rights and obligations
of the parties  hereunder  shall be construed in accordance with and governed by
the law of the  Commonwealth of Kentucky,  without giving effect to the conflict
of law principles thereof.

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Consent to Amendment shall be unreasonable or unenforceable in any respect, then
such  provision  shall be deemed  limited to the extent that such court deems it
reasonable  and  enforceable,  and as so limited  shall remain in full force and
effect.  In the event that such court shall deem any such provision,  or portion
thereof,  wholly  unenforceable,  the  remaining  provisions  of this Consent to
Amendment shall nevertheless remain in full force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions  of this Consent to Amendment are for convenience of reference only
and shall in no way modify,  or affect the meaning or construction of any of the
terms or provisions hereof.

     (g) Counterparts.  This Consent to Amendment may be executed in one or more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS  WHEREOF,  ThermoView has caused this Consent to Amendment to be
executed by its duly authorized  officer and Holder has executed this Consent to
Amendment all as of the date first above written.

                                   THERMOVIEW INDUSTRIES, INC.


                                   By:
                                   ---------------------------------------------

                                   Title:
                                   ---------------------------------------------


                                   ---------------------------------------------
                                   Holder

                                      108
<PAGE>

                    FIFTH AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES D
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware, the Board of Directors of the Company, by special meeting held on June
2, 2003,  duly approved and adopted the following  amendment and  restatement to
the  Certificate of Designation of 12% Series D Cumulative  Preferred Stock (the
"Certificate  of  Designation")  and with the  written  consent of all  existing
holders of the 12% Series D Cumulative Preferred Stock:

     A. The Certificate of Designation of Cumulative  Preferred Stock,  Series D
of  ThermoView  Industries,  Inc. is hereby  restated in its  entirety  with the
following:

     Pursuant to Section 141(f) of the General  Corporation  Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
          the Board of Directors of the Company by the provisions of Section 4.2
          of Article IV of the  Restated  Certificate  of  Incorporation  of the
          Company (the  "Restated  Certificate of  Incorporation"),  and Section
          151(g) of the DGCL, such Board of Directors  hereby creates,  from the
          5,000,000  authorized  shares of Preferred  Stock, par value $.001 per
          share (the "Preferred  Stock"), of the Company authorized to be issued
          pursuant to the Restated  Certificate  of  Incorporation,  a series of
          Preferred  Stock,  and hereby fixes by this certificate of designation
          (this  "Certificate of Designation") the voting powers,  designations,
          preferences  and  relative,  participating,  optional or other special
          rights, and  qualifications,  limitations or restrictions  thereof, of
          the shares of such series as follows

          The series of Preferred  Stock  hereby  established  shall  consist of
          2,000,000  shares  designated  as "8%  Cumulative  Series D  Preferred
          Stock"  (hereinafter  called the  "Series D Preferred  Stock"),  which
          shall have a stated  value of $5.00 per share.  The  relative  rights,
          preferences and limitations of such series shall be as follows:

                                      109
<PAGE>

                     8% CUMULATIVE SERIES D PREFERRED STOCK

     (1) Ranking.

     The Series D Preferred Stock will, with respect to payment of dividends and
amounts  upon  liquidation,  dissolution  or winding  up, rank (i) senior to the
Common Stock of the Company,  $.001 par value (the "Common Stock") and to shares
of all other series of Preferred  Stock issued by the Company the terms of which
specifically  provide that the capital  stock of such series rank junior to such
Series D Preferred Stock with respect to dividend rights or  distributions  upon
dissolution of the Company  ("Junior  Stock");  (ii) on a parity with (a) all of
the shares of the Company's 8% Cumulative  Series E Preferred Stock, and (b) the
shares of all capital  stock  issued by the Company  whether or not the dividend
rates,  dividend  payment dates,  or redemption or liquidation  prices per share
thereof shall be different  from those of the Series D Preferred  Stock,  if the
holders of stock of such class or series shall be entitled by the terms  thereof
to the  receipt of  dividends  or of  amounts  distributable  upon  liquidation,
dissolution or winding up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority of one over
the other as between  the  holders  of such  stock and the  holders of shares of
Series D Preferred Stock  (collectively  (a) and (b) being "Parity Stock");  and
(iii)  junior to all  capital  stock  issued by the  Company  the terms of which
specifically provide that the shares rank senior to the Series D Preferred Stock
with respect to dividends  and  distributions  upon  dissolution  of the Company
("Senior Stock").

     (2) Dividends.

     (a)  Holders  of shares of Series D  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.40  per  share of  Series D  Preferred  Stock,  with the  exception  of those
dividends which accrue from the period commencing  October 1, 2001 and ending on
the earlier date of (i) the date on which the Company has fully  satisfied  that
certain Amended and Restated Series A Promissory Note dated June 30, 2003 in the
principal  amount of  $2,128,571.43,  including  any  extensions,  amendments or
replacements  thereof,  and,  collectively,  those certain  Amended and Restated
Series B Promissory  Notes dated June 30, 2003 issued by the Company to Series B
lenders in the collective  amount of  $1,596,428.57,  including any  extensions,
amendments or  replacements  thereof;  or, (ii) March 31, 2006,  which dividends
shall be paid by the  issuance  of an  equivalent  amount of Series D  Preferred
Stock. Provided, however, that in the event that funds are legally available for
payment, and the Company,  following distribution of such cash dividends,  shall
remain in compliance  with sections  4.I.[1] and 4.I.[2] of that certain  Eighth
Amendment  to Loan  Agreement  dated March 22,  2001,  by and between GE Capital
Equity  Investments,  Inc.,  et al. and the Company,  the Company shall pay cash
dividends from the period commencing  January 1, 2003 and ending March 31, 2006.
Dividends  on the  Series D  Preferred  Stock  will  begin to accrue  commencing
October 1, 2001 and will be payable  quarterly  in arrears on the last  calendar
day of April, July, October and January of each year,  commencing July 31, 2006,
representing dividends due for the quarter ending June 30, 2006 (and in the case
of any accumulated and unpaid dividends not paid on the  corresponding  dividend
payment date, at such additional times and for such interim periods,  if any, as
determined by the Board of Directors).  Dividends  will be cumulative  from such

                                      110
<PAGE>

date,  whether or not in any dividend  period or periods there shall be funds of
the  Company  legally  available  for the payment of such  dividends.  Each such
dividend  will be  payable  to  holders  of record  as they  appear on the stock
records of the Company at the close of business on such record  dates,  not more
than 60 days nor less than 10 days preceding the payment dates thereof, as shall
be fixed by the  Board of  Directors  of the  Company.  Accrued  dividends  earn
interest to the fullest extent allowed by applicable law.  Dividends  payable on
the Series D Preferred Stock for any period greater or less than a full dividend
period will be computed on the basis of actual  days.  Dividends  payable on the
Series D  Preferred  Stock for each full  dividend  period  will be  computed by
dividing the annual dividend rate by four.

     (b) Except as provided in the next sentence and for payment of dividends on
Series E Preferred  Stock,  no  dividend  will be declared or paid on any Parity
Stock  unless  full  cumulative  dividends  have been  declared  and paid or are
contemporaneously  declared  and funds  sufficient  for payment set aside on the
Series D Preferred Stock for all prior dividend periods. If accrued dividends on
the Series D Preferred  Stock for all prior  periods have not been paid in full,
then any  dividends  declared on the Series D Preferred  Stock for any  dividend
period  and on any Parity  Stock  will be  declared  ratably  in  proportion  to
accumulated and unpaid dividends on the Series D Preferred Stock and such Parity
Stock.

     (c) So  long as the  shares  of the  Series  D  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

     (3) Optional Redemption.

                                      111
<PAGE>

     (a) The shares of Series D Preferred Stock will be redeemable at the option
of the  Company  in whole or in part,  for cash or for such  number of shares of
Common  Stock as equals  the  Liquidation  Preference  (defined  hereinafter  in
paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series D  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

     (b) Notice of redemption (the "Redemption Notice") will be given by mail to
the  holders of the Series D  Preferred  Stock not less than 30 nor more than 60
days prior to the date  selected by the Company to redeem the Series D Preferred
Stock.  The Redemption  Notice shall be deemed to have been given when deposited
in the United States mail,  first-class  mail,  postage prepaid,  whether or not
such notice is actually received. Any failure to mail the notice provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings  for the  redemption of any shares to be so redeemed.  The Company's
right to exercise its  redemption  option will not be affected by changes in the
closing price of the Common Stock  following such 30-day  period.  If fewer than
all of the shares of Series D Preferred Stock are to be redeemed,  the shares to
be  redeemed  shall be  selected  by lot or pro rata or in some other  equitable
manner determined by the Board of Directors of the Company;  provided,  however,
that the Company  shall not be required to effect the  redemption  in any manner
that results in additional fractional shares being outstanding.


     (c) On the redemption date, the Company must pay, in cash, on each share of
Series D Preferred  Stock to be redeemed any  accumulated  and unpaid  dividends
through the  redemption  date. In the case of a redemption  date falling after a
dividend  payment record date and prior to the related payment date, the holders
of the Series D  Preferred  Stock at the close of  business  on such record date
will  be  entitled  to  receive  the  dividend  payable  on such  shares  on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series D Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

     (d) On and after the date fixed for  redemption,  provided that the Company
has  made  available  at the  office  of its  registrar  and  transfer  agent  a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series D  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series D Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series D Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series D

                                      112
<PAGE>

Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series D
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series D Preferred  Stock is
redeemable.

     (e) Fractional  shares of Common Stock are not to be issued upon redemption
of the Series D Preferred  Stock,  but, in lieu thereof,  the Company will pay a
cash adjustment based on the current market price of the Common Stock on the day
prior to the  redemption  date. If fewer than all the shares  represented by any
such certificate are redeemed,  a new certificate  shall be issued  representing
the  unredeemed  shares of Series D Preferred  Stock  without cost to the holder
thereof.

     (f) Any shares or cash set aside by the Company  pursuant  to  subparagraph
(e) and  unclaimed at the end of three years from the date fixed for  redemption
shall revert to the Company.

     (g)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.


     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series D Preferred  Stock and Parity Stock,  on an annual basis
commencing  August 31, 2006,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series D Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series D Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series D Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

     (1)  whether  all or less  than  all the  outstanding  shares  of  Series D
          Preferred  Stock and  Parity  Stock are to be  redeemed  and the total
          number of shares of Series D  Preferred  Stock and Parity  Stock being
          redeemed;

     (2)  the number of shares of Series D Preferred Stock and Parity Stock held
          by the holder that the Company intends to redeem;

                                      113
<PAGE>

     (3)  the Redemption Date and the Redemption Price; and

     (4)  that the holder is to surrender  to the Company,  in the manner and at
          the  place   designated,   his  or  her  certificate  or  certificates
          representing  the shares of Series D Preferred  Stock and Parity Stock
          to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series D
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series D  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (i) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series D Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed
will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series D  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series D
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series D
Preferred Stock and Parity Stock above twelve percent (12%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.

     (4) Liquidation Preference.

     (a) The holders of shares of Series D  Preferred  Stock will be entitled to
receive  in the  event of any  liquidation,  dissolution  or  winding  up of the
Company, whether voluntary or involuntary, $5.00 per share of Series D Preferred
Stock  (the  "Liquidation  Preference"),  plus an  amount  per share of Series D
Preferred  Stock  equal to all  dividends  (whether  or not earned or  declared)
accumulated  and  unpaid  thereon  to the  date of  final  distribution  to such
holders, and no more. If, upon any liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable among the
holders  of the Series D  Preferred  Stock are  insufficient  to pay in full the
liquidation  preference  with  respect to the Series D  Preferred  Stock and any
other  Parity  Stock,  then  such  assets,  or the  proceeds  thereof,  will  be
distributed  among the holders of Series D  Preferred  Stock and any such Parity

                                      114
<PAGE>

Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series D  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

     (b) Neither a  consolidation  or merger of the Company with or into another
corporation,  nor a sale, lease or transfer of all or  substantially  all of the
Company's  assets will be considered a  liquidation,  dissolution or winding up,
voluntary or involuntary, of the Company.

     (5) Voting Rights. Except as may be required by applicable law from time to
time,  the  holders  of shares of Series D  Preferred  Stock will have no voting
rights.

     (6) Sinking Fund. The Series D Preferred Stock shall not be entitled to any
mandatory  redemption  or  prepayment  (except on  liquidation,  dissolution  or
winding up of the affairs of the Company) or to the benefit of any sinking fund.


IN WITNESS WHEREOF ThermoView Industries, Inc. has caused this Certificate to be
signed by its President on this 30th day of June 2003.



                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

                                      115
<PAGE>

                                                                 Exhibit 10.126

                              CONSENT TO AMENDMENT

     THIS  CONSENT TO  AMENDMENT  is made and entered into as of the 27th day of
June, 2003, with an effective date of March 31, 2003, by and between  THERMOVIEW
INDUSTRIES, INC., a Delaware corporation ("ThermoView") and ____________________
("Holder").

                             PRELIMINARY STATEMENTS

     ThermoView has  previously  issued,  or will cause to be issued,  to Holder
shares of ThermoView 12% Cumulative Series E Preferred Stock with a stated value
of $5.00  (the  "Preferred  Stock").  The  Holder  has  previously  provided  to
ThermoView an oral agreement to provide a written consent to ThermoView to cause
the  filing  with  the  Delaware  Secretary  of  State  of an  amendment  to the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     4.  Consent  to  Amendment.   Holder  consents  to  the  amendment  to  the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

     5. Miscellaneous.

     (a)  Entire  Agreement.  This  Consent  to  Amendment  embodies  the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
payment of Preferred  Stock  dividends and  supersedes all prior oral or written
agreements and  understandings  relating to same. No statement,  representation,
warranty,  covenant or  agreement  of any kind not  expressly  set forth in this
Consent to Amendment shall affect, or be used to interpret,  change or restrict,
the express terms and provisions of this Consent to Amendment.

     (b) Modifications and Amendments.  The terms and provisions of this Consent
to Amendment  may be modified or amended only by written  agreement  executed by
all parties hereto.

     (c)  Benefit.  This  Consent to  Amendment  shall be binding on the parties
hereto and shall inure to the benefit of the parties  hereto and the  respective
successors and permitted  assigns of each party hereto.  Nothing in this Consent
to Amendment shall be construed to create any rights or obligations except among
the parties  hereto,  and no person or entity shall be regarded as a third-party
beneficiary of this Consent to Amendment.

     (d) Governing Law. This Consent to Amendment and the rights and obligations
of the parties  hereunder  shall be construed in accordance with and governed by
the law of the  Commonwealth of Kentucky,  without giving effect to the conflict
of law principles thereof.

                                      116
<PAGE>

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Consent to Amendment shall be unreasonable or unenforceable in any respect, then
such  provision  shall be deemed  limited to the extent that such court deems it
reasonable  and  enforceable,  and as so limited  shall remain in full force and
effect.  In the event that such court shall deem any such provision,  or portion
thereof,  wholly  unenforceable,  the  remaining  provisions  of this Consent to
Amendment shall nevertheless remain in full force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions  of this Consent to Amendment are for convenience of reference only
and shall in no way modify,  or affect the meaning or construction of any of the
terms or provisions hereof.

     (g) Counterparts.  This Consent to Amendment may be executed in one or more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS  WHEREOF,  ThermoView has caused this Consent to Amendment to be
executed by its duly authorized  officer and Holder has executed this Consent to
Amendment all as of the date first above written.

                                   THERMOVIEW INDUSTRIES, INC.


                                   By:
                                   ---------------------------------------------

                                   Title:
                                   ---------------------------------------------


                                   ---------------------------------------------
                                   Holder

                                       117
<PAGE>

                    FOURTH AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES E
                                       OF
                           THERMOVIEW INDUSTRIES, INC.

                 -----------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                 -----------------------------------------------

     ThermoView  Industries,   Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company,  at a special  meeting held on
June 2, 2003, duly approved and adopted the following  amendment and restatement
to the  Certificate of Designation  of 12% Series E Cumulative  Preferred  Stock
(the  "Certificate of Designation") and with the written consent of all existing
holders of the 12% Series E Cumulative Preferred Stock:

     A.   The Certificate of Designation of Cumulative Preferred Stock, Series E
          of ThermoView  Industries,  Inc.,  is hereby  restated in its entirety
          with the following:

     Pursuant to Section 141(f) of the General  Corporation  Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
     the Board of Directors of the Company by the  provisions  of Section 4.2 of
     Article IV of the Restated Certificate of Incorporation of the Company (the
     "Restated  Certificate of Incorporation"),  and Section 151(g) of the DGCL,
     such Board of  Directors  hereby  creates,  from the  5,000,000  authorized
     shares of  Preferred  Stock,  par value  $.001  per share  (the  "Preferred
     Stock"),  of the Company  authorized to be issued  pursuant to the Restated
     Certificate of Incorporation, a series of Preferred Stock, and hereby fixes
     by this certificate of designation (this  "Certificate of Designation") the
     voting  powers,  designations,  preferences  and  relative,  participating,
     optional  or other  special  rights,  and  qualifications,  limitations  or
     restrictions thereof, of the shares of such series as follows:

          The series of Preferred  Stock  hereby  established  shall  consist of
          500,000 shares  designated as "8% Cumulative Series E Preferred Stock"
          (hereinafter called the "Series E Preferred Stock"),  which shall have
          a stated value of $5.00 per share.  The relative  rights,  preferences
          and limitations of such series shall be as follows:

                     8% CUMULATIVE SERIES E PREFERRED STOCK

     (1) Ranking.

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     The Series E Preferred Stock will, with respect to payment of dividends and
amounts  upon  liquidation,  dissolution  or winding  up, rank (i) senior to the
Common Stock of the Company,  $.001 par value (the "Common Stock") and to shares
of all other series of Preferred  Stock issued by the Company the terms of which
specifically  provide that the capital  stock of such series rank junior to such
Series E Preferred Stock with respect to dividend rights or  distributions  upon
dissolution of the Company  ("Junior  Stock");  (ii) on a parity with (a) all of
the shares of the Company's 8% Cumulative  Series D Preferred Stock, and (b) the
shares of all capital  stock  issued by the Company  whether or not the dividend
rates,  dividend  payment dates,  or redemption or liquidation  prices per share
thereof shall be different  from those of the Series E Preferred  Stock,  if the
holders of stock of such class or series shall be entitled by the terms  thereof
to the  receipt of  dividends  or of  amounts  distributable  upon  liquidation,
dissolution or winding up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority of one over
the other as between  the  holders  of such  stock and the  holders of shares of
Series E Preferred Stock  (collectively  (a) and (b) being "Parity Stock");  and
(iii)  junior to all  capital  stock  issued by the  Company  the terms of which
specifically provide that the shares rank senior to the Series E Preferred Stock
with respect to dividends  and  distributions  upon  dissolution  of the Company
("Senior Stock").

     (2) Dividends.

     (a)  Holders  of shares of Series E  Preferred  Stock will be  entitled  to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  dividends at the rate per annum of $.40
per share of Series E Preferred Stock. Dividends on the Series E Preferred Stock
will be payable  quarterly in arrears on the last  calendar day of April,  July,
October and January of each year,  commencing  on the earlier of (i) the date on
which the Company has fully satisfied that certain Amended and Restated Series A
Promissory  Note dated June 30, 2003 in the principal  amount of  $2,128,571.43,
including any extensions, amendments or replacements thereof, and, collectively,
those certain Amended and Restated Series B Promissory Notes dated June 30, 2003
issued  by the  Company  to  Series  B  lenders  in  the  collective  amount  of
$1,596,428.57, including any extensions, amendments or replacements thereof; or,
July 31, 2006,  representing  dividends due for the quarter ending June 30, 2006
(and  in the  case of any  accumulated  and  unpaid  dividends  not  paid on the
corresponding  dividend  payment  date,  at such  additional  times and for such
interim  periods,  if any, as determined by the Board of  Directors).  Dividends
will accrue from the effective date of the earlier of: 1) the original  issuance
of the Series E Preferred  Stock,  or 2) the  original  issuance  of  ThermoView
Cumulative Series D Preferred Stock that is cancelled and replaced with Series E
Preferred  Stock.  Dividends  which  accrue from the period  beginning  from the
earlier of either the date of original  issuance of Series E Preferred Stock, or
the original  issuance date of ThermoView  Cumulative  Series D preferred  stock

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that is cancelled  and replaced with Series E preferred  Stock,  of the Series E
Preferred  Stock and ending on the  earlier of (i) the date on which the Company
has fully  satisfied that certain  Amended and Restated Series A Promissory Note
dated June 30, 2003 in the  principal  amount of  $2,128,571.43,  including  any
extensions, amendments or replacements thereof, and, collectively, those certain
Amended and Restated Series B Promissory Notes dated June 30, 2003 issued by the
Company to Series B lenders in the collective amount of $1,596,428.57, including
any extensions, amendments or replacements thereof; or, (ii)March 31, 2006 shall
be paid by the  issuance of an  equivalent  amount of Series E Preferred  Stock.
Provided,  however,  that in the event  that  funds are  legally  available  for
payment, and the Company,  following distribution of such cash dividends,  shall
remain in compliance  with sections  4.I.[1] and 4.I.[2] of that certain  Eighth
Amendment  to Loan  Agreement  dated March 22,  2001,  by and between GE Capital
Equity  Investments,  Inc.,  et al. and the Company,  the Company shall pay cash
dividends from the period commencing  January 1, 2003 and ending March 31, 2006.
Each such  dividend  will be payable to holders of record as they  appear on the
stock records of the Company at the close of business on such record dates,  not
more than 60 days nor less than 10 days preceding the payment dates thereof,  as
shall be fixed by the  Board of  Directors  of the  Company.  Dividends  will be
cumulative  from such  date,  whether or not in any  dividend  period or periods
there shall be funds of the Company  legally  available  for the payment of such
dividends.  Accrued  dividends  earn interest to the fullest  extent  allowed by
applicable  law. Each such dividend will be payable to holders of record as they
appear on the stock  records  of the  Company at the close of  business  on such
record dates,  not more than 60 days nor less than 10 days preceding the payment
dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Dividends payable on the Series E Preferred Stock for any period greater or less
than a full  dividend  period  will be  computed  on the basis of  actual  days.
Dividends  payable on the Series E Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

     (b) Except as provided in the next  sentence,  no dividend will be declared
or paid on any Parity Stock unless full cumulative  dividends have been declared
and paid or are contemporaneously  declared and funds sufficient for payment set
aside on the Series E Preferred Stock for all prior dividend periods. If accrued
dividends  on the Series E Preferred  Stock for all prior  periods have not been
paid in full,  then any dividends  declared on the Series E Preferred  Stock for
any  dividend  period  and on any  Parity  Stock  will be  declared  ratably  in
proportion to accumulated  and unpaid  dividends on the Series E Preferred Stock
and such Parity Stock.

     (c) So  long as the  shares  of the  Series  E  Preferred  Stock  shall  be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in

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the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

         (3)      Optional Redemption.

     (a) The shares of Series E Preferred Stock will be redeemable at the option
of the  Company  in whole or in part,  for cash or for such  number of shares of
Common  Stock as equals  the  Liquidation  Preference  (defined  hereinafter  in
paragraph (4)) of the Series E Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series E  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

     (b) Notice of redemption (the "Redemption Notice") will be given by mail to
the  holders of the Series E  Preferred  Stock not less than 30 nor more than 60
days prior to the date  selected by the Company to redeem the Series E Preferred
Stock.  The Redemption  Notice shall be deemed to have been given when deposited
in the United States mail,  first-class  mail,  postage prepaid,  whether or not
such notice is actually received. Any failure to mail the notice provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings  for the  redemption of any shares to be so redeemed.  The Company's
right to exercise its  redemption  option will not be affected by changes in the
closing price of the Common Stock  following such 30-day  period.  If fewer than
all of the shares of Series E Preferred Stock are to be redeemed,  the shares to
be  redeemed  shall be  selected  by lot or pro rata or in some other  equitable
manner determined by the Board of Directors of the Company;  provided,  however,
that the Company  shall not be required to effect the  redemption  in any manner
that results in additional fractional shares being outstanding.

     (c) On the redemption date, the Company must pay, in cash, on each share of
Series E Preferred  Stock to be redeemed any  accumulated  and unpaid  dividends
through the  redemption  date. In the case of a redemption  date falling after a
dividend  payment record date and prior to the related payment date, the holders
of the Series E  Preferred  Stock at the close of  business  on such record date
will  be  entitled  to  receive  the  dividend  payable  on such  shares  on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series E Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

     (d) On and after the date fixed for  redemption,  provided that the Company
has  made  available  at the  office  of its  registrar  and  transfer  agent  a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series E  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a

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dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series E Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series E Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series E
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series E
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series E Preferred  Stock is
redeemable.

     (e) Fractional  shares of Common Stock are not to be issued upon redemption
of the Series E Preferred  Stock,  but, in lieu thereof,  the Company will pay a
cash adjustment based on the current market price of the Common Stock on the day
prior to the  redemption  date. If fewer than all the shares  represented by any
such certificate are redeemed,  a new certificate  shall be issued  representing
the  unredeemed  shares of Series E Preferred  Stock  without cost to the holder
thereof.

     (f) Any shares or cash set aside by the Company  pursuant  to  subparagraph
(e) and  unclaimed at the end of three years from the date fixed for  redemption
shall revert to the Company.

     (g)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

     (3A.) Mandatory Redemption

     (a) The Company will, at the redemption price equal to the sum of $5.00 per
share,  redeem from any source of funds legally available,  twenty percent (20%)
of all shares of Series E Preferred  Stock and Parity Stock,  on an annual basis
commencing  August 31, 2006,  and  continuing on an annual basis until such time
that all shares have been redeemed pursuant to the Certificate of Designation or
by agreement of the Holders of such shares.

     (b) In the event of a redemption on only a portion of the then  outstanding
shares of Series E Preferred  Stock,  the Company will effect the redemption pro
rata according to the number of shares held by each holder of Parity Stock,

     (c ) At least ten (10) days and not more than thirty (30) days prior to the
date fixed for any  redemption  under this  subsection of the Series E Preferred
Stock or Parity Stock,  written notice (the "Redemption Notice") will be mailed,
postage  prepaid,  to each holder of record of the Series E Preferred  Stock and
Parity Stock at his or her post office  address last shown on the records of the
Company. The Redemption Notice will state:

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<PAGE>

          (1)  whether all or less than all the  outstanding  shares of Series E
               Preferred Stock and Parity Stock are to be redeemed and the total
               number of shares of Series E  Preferred  Stock and  Parity  Stock
               being redeemed;

          (2)  the number of shares of Series E Preferred Stock and Parity Stock
               held by the holder that the Company intends to redeem;

          (3)  the Redemption Date and the Redemption Price; and

          (4)  that the holder is to surrender to the Company, in the manner and
               at the place  designated,  his or her certificate or certificates
               representing  the shares of Series E  Preferred  Stock and Parity
               Stock to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

     (d) On or before the date  fixed for  redemption,  each  holder of Series E
Preferred  Stock and Parity Stock will surrender the certificate or certificates
representing  the shares of Series E  Preferred  Stock and  Parity  Stock to the
Company, in the manner and at the place designated in the Redemption Notice, and
the  Redemption  Price for the shares will be payable in cash on the  Redemption
Date to the person whose name appears on the  certificate or certificates as the
owner,  and each surrendered  certificate will be cancelled and retired.  In the
event  that less  than all of the  shares  represented  by any  certificate  are
redeemed, a new certificate will be issued representing the unredeemed shares.

     (h) Unless the Company fails to pay in full the Redemption Price, dividends
on the Series E Preferred  Stock called for redemption  will cease to accumulate
on the  Redemption  Date,  and all rights of the holders of the shares  redeemed
will  cease to have  any  further  rights  with  respect  to the  shares  on the
Redemption Date, other than to receive the Redemption Price. Upon the failure to
pay, as described in the immediately  preceding sentence,  the dividend rate for
such  portion of  unredeemed  Series E  Preferred  Stock  shall  increase by two
percent (2%) on an annual basis until such time that the portion of the Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above twelve percent (12%) per annum.

     (f)  Subject  to  applicable  law  and the  limitation  on  purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

     (4) Liquidation Preference.

     (a) The holders of shares of Series E  Preferred  Stock will be entitled to
receive  in the  event of any  liquidation,  dissolution  or  winding  up of the
Company, whether voluntary or involuntary, $5.00 per share of Series E Preferred
Stock  (the  "Liquidation  Preference"),  plus an  amount  per share of Series E
Preferred  Stock  equal to all  dividends  (whether  or not earned or  declared)

                                      123
<PAGE>

accumulated  and  unpaid  thereon  to the  date of  final  distribution  to such
holders, and no more. If, upon any liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable among the
holders  of the Series E  Preferred  Stock are  insufficient  to pay in full the
liquidation  preference  with  respect to the Series E  Preferred  Stock and any
other  Parity  Stock,  then  such  assets,  or the  proceeds  thereof,  will  be
distributed  among the holders of Series E  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series E  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

     (b) Neither a  consolidation  or merger of the Company with or into another
corporation,  nor a sale, lease or transfer of all or  substantially  all of the
Company's  assets will be considered a  liquidation,  dissolution or winding up,
voluntary or involuntary, of the Company.

     (5) Voting Rights. Except as may be required by applicable law from time to
time,  the  holders  of shares of Series E  Preferred  Stock will have no voting
rights.

     (6) Sinking Fund. The Series E Preferred Stock shall not be entitled to any
sinking fund.



IN WITNESS WHEREOF ThermoView Industries, Inc. has caused this Certificate to be
signed by its President on this 30th day of June 2003.



                                        ------------------------------------
                                        Name:  Charles L. Smith
                                        Title:    President

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                                                                 Exhibit 10.127

                  AMENDED AND RESTATED SERIES A PROMISSORY NOTE
$2,128,571.43                                                 New York, New York
                                                                   June 30, 2003

FOR VALUE RECEIVED,  the  undersigned  FOR VALUE  RECEIVED,  the undersigned [i]
THERMOVIEW  INDUSTRIES,  INC.,  a  Delaware  corporation  ("ThermoView"),   [ii]
AMERICAN HOME DEVELOPERS CO., INC., a California  corporation ("American Home"),
[iii] FIVE STAR BUILDERS, INC., a California corporation ("Five Star"), [iv] KEY
HOME CREDIT,  INC., a Delaware  corporation ("Key Home"), [v] KEY HOME MORTGAGE,
INC., a Delaware  corporation  ("Key Home  Mortgage"),  [vi] LEINGANG SIDING AND
WINDOW,  INC., a North Dakota business corporation  ("Leingang  Siding"),  [vii]
PRECISION WINDOW MFG., INC., a Missouri corporation ("Precision"), [viii] PRIMAX
WINDOW  CO., a Kentucky  corporation  ("Primax"),  [ix]  ROLOX,  INC.,  a Kansas
corporation  ("Rolox"),  [x] TD  WINDOWS,  INC.,  a  Kentucky  corporation  ("TD
Windows"), [xi] THERMAL LINE WINDOWS, INC., a North Dakota corporation ("Thermal
Line"),   [xii]   THERMOVIEW   OF  MISSOURI,   INC.,   a  Missouri   corporation
("ThermoView-Missouri"),   [xiii]   THERMO-TILT   WINDOW  COMPANY,   a  Delaware
corporation ("Thermo-Tilt"),  [xiv] THERMO-SHIELD OF AMERICA (ARIZONA), INC., an
Arizona  corporation  ("Thermo-Shield  Arizona"),  [xv] THERMO-SHIELD OF AMERICA
(MICHIGAN),  INC.,  a Michigan  corporation  ("Thermo-Shield  Michigan"),  [xvi]
THERMO-SHIELD    COMPANY,   LLC,   an   Illinois   limited   liability   company
("Thermo-Shield Company"),  [xvii] THERMO-SHIELD OF AMERICA (WISCONSIN),  LLC, a
Wisconsin  limited  liability  company  ("Thermo-Shield   Wisconsin"),   [xviii]
THERMOVIEW   ADVERTISING  GROUP,  INC.,  a  Delaware  corporation   ("ThermoView
Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a  Missouri  corporation
("Thomas  Construction"),  (ThermoView,  American Home, Five Star, Key Home, Key
Home Mortgage,  Leingang Siding,  Precision,  Primax, Rolox, TD Windows, Thermal
Line,  ThermoView-Missouri,  Thermo-Tilt,  Thermo-Shield Arizona,  Thermo-Shield
Michigan, Thermo-Shield Company, Thermo-Shield Wisconsin, ThermoView Advertising
and Thomas  Construction  individually  are  referred to in this  Agreement as a
"Borrower" and  collectively  as the  "Borrowers")  having an address in care of
ThermoView Industries, Inc., 5611 Fern Valley Road, Louisville,  Kentucky 40228,
hereby promises and agrees to pay to the order of GE Capital Equity Investments,
Inc., a Delaware  corporation (the "Series A Lender"),  having an address of 120
Long Ridge Road, Stamford, Connecticut 06927, the aggregate principal sum of TWO
MILLION ONE HUNDRED  TWENTY-EIGHT  THOUSAND FIVE HUNDRED  SEVENTY-ONE AND 43/100
DOLLARS  ($2,128,571.43),  or so  much  thereof  as may be  advanced  hereunder,
together with interest thereon as hereinafter  provided,  in lawful money of the
United States of America,  in the manner set forth herein, on or before the Loan
Expiration  Date as that term is defined in the Loan  Agreement (as  hereinafter
defined).

     1. Other Loan Documents.  This Series A Note is issued in connection with a
Loan Agreement  dated August 31, 1998, as amended,  to which the Borrowers,  the
Series A  Lender,  the  Series B Lenders  and the  Series C Lender  (as  defined
therein) are parties, (the "Loan Agreement") the terms of which are incorporated
herein by reference  and other  documents  executed and  delivered in connection
therewith  (the "Loan  Documents";  terms not otherwise  defined herein are used
herein as therein defined in the Loan Documents), and is secured by the property
described in the Loan  Documents and by such other  collateral as previously may
have  been or may in the  future  be  granted  to the  Series A  Lender  (or the
Collateral Agent for the Lenders) to secure this Series A Note.

                                      125
<PAGE>

     2. Rate of  Interest.  This Series A Note will bear  interest at a rate per
annum (computed on the basis of a year of 360 days and the actual number of days
elapsed) equal to eight percent (8%).

     3. Payment Terms.  Principal of this Series A Note shall be paid in monthly
payments  of  $58,978.28  and shall be payable on the last day of each  calendar
month commencing on July 31, 2004. The balance of the principal shall be paid in
a single payment on the Loan Expiration Date.

     Interest  on this  Series A Note  shall be  payable on the last day of each
calendar month and on any and each date that the principal of this Series A Note
is paid in full, and on the Loan Expiration Date.

If any payment  under this Series A Note shall become due on a Saturday,  Sunday
or public holiday under the laws of the State where the Series A Lender's office
indicated  above is located,  such payment shall be made on the next  succeeding
Business Day and such extension of time shall be included in computing  interest
in connection  with such payment.  The Borrowers  hereby  authorize the Series A
Lender to charge any Borrower's  deposit  account at the Series A Lender for any
payment when due hereunder.  Payments received will be applied to charges,  fees
and expenses (including  attorneys' fees), accrued interest and principal in any
order the Series A Lender may choose,  in its sole  discretion.  "Business  Day"
shall mean any day other than a Saturday  or Sunday or a legal  holiday on which
banks are  authorized  or  required to be closed for  business in New York,  New
York.

     4. Late  Payments;  Default Rate. If the Borrowers fail to make any payment
of principal,  interest or other amount coming due pursuant to the provisions of
this Series A Note within ten (10)  calendar  days of the date due and  payable,
the  Borrowers  also shall pay to the Series A Lender a late charge equal to the
lesser of two percent (2%) of the amount of such payment or $25.00. Such ten day
period  shall not be  construed  in any way to  extend  the due date of any such
payment.  The late charge is imposed for the purpose of  defraying  the Series A
Lender's  expenses  incident to the  handling of  delinquent  payments and is in
addition  to,  and not in lieu of,  the  exercise  by the Series A Lender of any
rights  and  remedies  hereunder,  under  the  other  Loan  Documents  or  under
applicable  laws, and any fees and expenses of any agents or attorneys which the
Series A Lender may employ.  Upon maturity,  whether by acceleration,  demand or
otherwise,  and at the option of the Series A Lender upon the  occurrence of any
Event of Default (as hereinafter  defined) and during the  continuance  thereof,
this Series A Note shall bear  interest at a rate per annum  (based on a year of
360 days and actual days elapsed) which shall be two  percentage  points (2%) in
excess of the interest rate in effect from time to time under this Series A Note
but not more than the maximum  rate  allowed by law (the  "Default  Rate").  The
Default Rate shall continue to apply whether or not judgment shall be entered on
this Series A Note.

     5. Prepayment.  Principal of this Series A Note may be repaid or prepaid in
whole or in part without  penalty or premium at any time, but only in the amount
of $10,000.00,  or integral multiples thereof,  or an amount equal to the entire
unpaid principal balance of this Series A Note, and only provided Borrowers have
given to the Series A Lender not less than three (3) Business Days prior written
notice of such prepayment. On July 31 and November 15 of each calendar year, the
Borrowers shall prepay this Series A Note in an amount outstanding equal to 100%
of the Borrowers'  cash, cash equivalents and marketable  securities  balance on
its balance sheet which, collectively,  is in excess of $1,000,000 as of June 30
or October 15, as  applicable,  of that year.  Upon  termination of that certain
Reimbursement  Agreement,  dated as of June 30,  2003,  among GE Capital  Equity

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Investments,   Inc.  and  the  Borrowers  (the  "Reimbursement  Agreement")  and
fulfillment  by the  Borrowers  of  all of  their  obligations  thereunder,  any
remaining  balance  in  the  Cash  Account  (as  defined  in  the  Reimbursement
Agreement) shall be used to prepay this Series A Note. Subject to the provisions
of Section 8 hereof, any prepayment of this Series A Note and any prepayments in
respect of the second and third  sentences of this Section 5 shall be applied in
the following order:  (i) then due and payable fees and expenses;  (ii) then due
and payable interest and principal  payments on the  Reimbursement  Obligations;
(iii) then due and payable interest  payments on the Series A Note, the Series B
Notes and the Series C Note on a pro rata basis; (iv) principal  payments on the
Series A Note and the  Series B Notes  on a pro rata  basis;  and (v)  principal
payments on the Series C Note.  Any  repayments or optional  prepayments of this
Series A Note at maturity,  including in connection with a sale or merger of any
Borrower or a sale of all or  substantially  all of the assets of any  Borrower,
shall be applied  in the  following  order:  (i) then due and  payable  fees and
expenses;  (ii) then due and  payable  interest  and  principal  payments on the
Reimbursement  Obligations;  (iii) then due and payable interest payments on the
Series A Note,  the  Series B Notes and the  Series C Note on a pro rata  basis;
(iv)  principal  payments on the Series A Note;  iv)  principal  payments on the
Series B Notes; and (vi) principal payments on the Series C Note.

     6. Events of Default. The occurrence of any of the following events will be
deemed to be an "Event of Default"  under this Series A Note: (i) the nonpayment
of any principal, interest or other indebtedness under this Series A Note or the
Loan  Agreement when due; (ii) the occurrence of any event of default or default
and the lapse of any notice or cure period  under any Loan  Document,  including
but not limited to the Series B Notes and the Series C Note,  or any other debt,
liability or obligation to the Series A Lender of any Obligor;  (iii) the filing
by or  against  any  Obligor  of any  proceeding  in  bankruptcy,  receivership,
insolvency, reorganization,  liquidation,  conservatorship or similar proceeding
(and, in the case of any such proceeding  instituted  against any Obligor,  such
proceeding  is not  dismissed  or  stayed  within  30 days  of the  commencement
thereof);  (iv) any  assignment by any Obligor for the benefit of creditors,  or
any levy, garnishment attachment or similar proceeding is instituted against any
property or any Obligor  held by or  deposited  with the Series A Lender;  (v) a
default  with  respect to any other  indebtedness  of any Obligor  for  borrowed
money,  if the effect of such default is to cause or permit the  acceleration of
such debt; (vi) the  commencement  of any foreclosure or forfeiture  proceeding,
execution or attachment  against any collateral  securing the obligations of any
Obligor  to the Series A, B or C  Lenders;  (vii) the entry of a final  judgment
against any Obligor in excess of $100,000,  which  judgment has not been stayed,
discharged  or  appealed  within  ten  (10)  Business  Days of the date of entry
thereof,  (viii) the Borrower ceases doing business as a going concern; (ix) the
revocation  or attempted  revocation,  in whole or in part, of any guarantee for
the benefit of the Series A Lender by any Guarantor;  (x) any  representation or
warranty made by any Obligor to the Series A Lender in any Loan Document, or any
other  documents now or in the future securing the obligations of any Obligor to
the Series A Lender, is false,  erroneous or misleading in any material respect;

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(xi) the  failure by  Thermoview  to perform or observe the  financial  covenant
contained in Section 4.I of the Loan  Agreement;  or (xii) the occurrence of any
Event of Default (as defined in any Loan Documents or any other documents now or
in the future  securing the  obligations  of any Obligor to the Series A, B or C
Lenders) or any default under any of the Loan Documents or such other  documents
that does not have a defined  set of  "Events of  Default"  and the lapse of any
notice or cure period  provided in the Loan  Documents  or such other  documents
with respect to such  default.  As used  herein,  the term  "Obligor"  means any
Borrower and any Guarantor,  and the term "Guarantor" means any guarantor of the
obligations of any Borrower to the Series A Lender  existing on the date of this
Series A Note or arising in the future.

Upon the occurrence and during the continuance of an Event of Default: (a) if an
Event of Default  specified  in clauses  (iii) or (iv) above  shall  occur,  the
outstanding  principal balance and accrued interest  hereunder together with any
additional  amounts  payable  hereunder  shall be  immediately  due and  payable
without  demand or notice of any kind;  (b) if an Event of Default  specified in
clauses (i), (vii) or (xi) above, or Section 6.E. or 6.F. of the Loan Agreement,
or an Event of  Default  resulting  from a breach of  Section  5.G.  of the Loan
Agreement,  shall occur, the outstanding  principal balance and accrued interest
hereunder together with any additional amounts payable hereunder,  at the option
of the  Requisite  A  Lenders  or,  if the  Series  A Note  shall no  longer  be
outstanding,  the Requisite  Lenders,  and without demand or notice of any kind,
may be accelerated  and become  immediately  due and  payable;(c) if an Event of
Default  specified in clause (v) shall occur in connection  with the obligations
under that  certain  Securities  Purchase  Agreement,  dated as of July 8, 1999,
between the Series A Lender and Thermoview,  as amended from time to time, shall
be accelerated as a result of a default  thereunder  pursuant to Sections 5.1(h)
or 7.1(a) thereof,  at the option of the Requisite A Lenders or, if the Series A
Note shall no longer be outstanding,  the Requisite C Lender, and without demand
or  notice  of any kind,  may be  accelerated  and  become  immediately  due and
payable;  (d) if any other  Event of  Default  shall  occur  and the same  shall
continue  unremedied  for  a  period  of 30  days  thereafter,  the  outstanding
principal  balance and accrued interest  hereunder  together with any additional
amounts payable  hereunder,  at the option of the Requisite  Lenders and without
demand or notice of any kind, may be accelerated and become  immediately due and
payable;  (e) at the option of the  Requisite  Lenders will bear interest at the
Default Rate from the date of the  occurrence  of the Event of Default;  and (f)
the  Series A Lender  may  exercise  from  time to time  any of the  rights  and
remedies  available  to the Series A Lender  under the Loan  Documents  or under
applicable law.

     7.  Right of  Setoff.  In  addition  to all liens upon and rights of setoff
against the money,  securities or other  property of each Borrower  given to the
Series A Lender by law,  the Series A Lender  shall  have,  with  respect to any
Borrower's  obligations  to the Series A Lender  under this Series A Note and to
the extent permitted by law, a contractual possessory security interest in and a
contractual right of setoff against, and each Borrower hereby assigns,  conveys,
delivers,  pledges and  transfers to the Series A Lender all of each  Borrower's
right, title and interest in and to, all deposits,  moneys, securities and other
property of such  Borrower now or hereafter in the  possession  of or on deposit
with, or in transit to, the Series A Lender whether held in a general or special
account or deposit,  whether held jointly with someone else, or whether held for
safekeeping  or  otherwise,   excluding,   however,  all  IRA,  Keogh,  employee
withholding accounts, and trust accounts. Every such security interest and right
of setoff may be exercised without demand upon or notice to any Borrower.  Every
such right of setoff shall be deemed to have been exercised immediately upon the

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occurrence of an Event of Default  hereunder  without any action of the Series A
Lender,  although  the Series A Lender  may enter  such  setoff on its books and
records at a later time.

     8. Subordination, Priority and Payment Over Of Proceeds In Certain Events.

     (a) The  Borrowers  and the  Lenders  and any  other  holder of a Note (the
Lenders  and  such  holders  being  hereinafter   referred  to  collectively  as
"Holders") covenant and agree that all payments of the principal of and interest
in respect  of the Series A Note,  Series B Notes and the Series C Note shall be
subordinated  in accordance  with the  provisions of this Section 8 to the prior
payment in full of the Senior Debt. For purposes of this Section 8, (x) the term
"Senior  Debt"  shall  mean,  (i)  with  respect  to  the  Series  A  Note,  the
Reimbursement  Obligations,  (ii)  with  respect  to the  Series  B  Notes,  the
Reimbursement  Obligations  and the Series A Note,  and (ii) with respect to the
Series C Note, the Reimbursement Obligations, the Series A Note and the Series B
Notes, and each of clauses (i), (ii) and (iii) above shall include  principal of
and  premium,  if any,  and interest  (including  interest  accruing at the rate
provided for hereunder  after the  commencement  of any  proceedings of the type
referred  to in clause  (b)  hereof,  whether  or not an  allowed  claim in such
proceeding) on all loans and other extensions of credit under, and all expenses,
fees, reimbursements, indemnities and other amounts owing pursuant to the Senior
Debt, to the extent  permitted to be incurred  pursuant to the Loan  Documents ,
and (y) the  term  "Subordinated  Debt"  shall  mean,  (i) with  respect  to the
Reimbursement Obligations,  the Series A Note, the Series B Notes and the Series
C Note,  (ii) with  respect  to the  Series A Note,  the  Series B Notes and the
Series C Note and (iii) with  respect to the Series B Notes,  the Series C Note.
The  Borrowers and the Lenders  further  covenant and agree that all payments in
respect  of this  Series A Note shall be  subordinated  in  accordance  with the
provisions of this Section 8.

     (b) Upon payment or  distribution  of assets or securities of the Borrowers
of any kind or  character,  whether in cash,  property or  securities,  upon any
dissolution or winding up or total or partial  liquidation or  reorganization of
the Borrowers,  whether voluntary or involuntary, or in bankruptcy,  insolvency,
receivership  or other  proceedings  or upon an  assignment  for the  benefit of
creditors  or  any  other  marshalling  of the  assets  and  liabilities  of the
Borrowers,  the  Senior  Debt  shall  first be paid in full in cash,  or payment
provided for in cash or cash equivalents in a manner  satisfactory to the Holder
thereof,  before any direct or indirect  payments or  distributions,  including,
without limitation,  by exercise of set-off, of any cash, property or securities
on account of principal of (or premium,  if any) or interest on the Subordinated
Debt,  and to that end the  Senior  Debt  Holder  shall be  entitled  to receive
directly, for application to the payment thereof (to the extent necessary to pay
the Senior  Debt in full after  giving  effect to any  substantially  concurrent
payment or distribution to or provision for payment to the Senior Debt Holder in
respect  of the  Senior  Debt),  any  payment  or  distribution  of any  kind or
character,   whether  in  cash,  property  or  securities,  in  respect  of  the
Subordinated Debt.

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<PAGE>

     (c) No direct or  indirect  payment  by or on  behalf of the  Borrowers  of
principal of (premium,  if any), or interest on, the Subordinated  Debt, whether
pursuant to the terms of  Subordinated  Debt,  upon  acceleration  or otherwise,
shall be made if at the time of such  payment  there exists (i) a default in the
payment of all or any portion of principal of  (premium,  if any),  interest on,
fees or other  amounts  owing in  connection  with any  Senior  Debt or (ii) any
default other than a default described in clause (i) above under any document or
instrument  governing or evidencing any Senior Debt,  and, in either case,  such
default shall not have been cured or waived in writing.

     9. Rights and Obligations of Holders.

     (a) In the event  that,  notwithstanding  anything  contained  in Section 8
prohibiting  such payment or  distribution,  the Holders shall have received any
payment  on  account  of the  Subordinated  Debt at a time when such  payment is
prohibited by such provision before the Senior Debt is paid in full, then and in
such event, such payment or distribution  shall be received and held in trust by
the Holders  apart from their  other  assets and paid over or  delivered  to the
holders of the Senior Debt  remaining  unpaid to the extent  necessary to pay in
full in cash the  principal of (premium,  if any),  and interest on, such Senior
Debt in  accordance  with its terms and after  giving  effect to any  concurrent
payment or distribution to the holders of such Senior Debt.

     (b) Nothing contained in this Section 9 will limit the right of the Holders
of  Subordinated  Debt to take any  action to  accelerate  the  maturity  of the
Subordinated  Debt  pursuant to Section 6 hereof,  provided,  however,  that all
Senior  Debt then due or  thereafter  declared  to be due shall first be paid in
full before the Holders are entitled to receive any payment  from any  Borrowers
of principal of, or interest on, the Note.

     (c) Upon any payment or distribution of assets or securities referred to in
this  Section 9, the Holders  shall be entitled to rely upon any order or decree
of a court of  competent  jurisdiction  in which such  dissolution,  winding up,
liquidation or reorganization proceedings are pending, and upon a certificate of
the receiver, trustee in bankruptcy,  liquidating trustee, agent or other person
making any such  payment  or  distribution,  delivered  to the  Holders  for the
purpose  of   ascertaining   the  persons   entitled  to   participate  in  such
distribution, the holders of Senior Debt and other Indebtedness of the Borrower,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Section 9.

     10. Rights of Holders of Senior Debt Not To Be Impaired.

     (a) No right of any present or future  holder of any Senior Debt to enforce
subordination  as herein  provided shall at any time in any way be prejudiced or
impaired  by  any  act  or  failure  to  act  by  any  such  holder,  or by  any
noncompliance  by the  Borrowers  with the terms and  provisions  and  covenants
herein  regardless of any knowledge thereof such holder may have or otherwise be
charged with.

     (b) The  provisions  of  these  Sections  8-15 are  intended  to be for the
benefit  of, and shall be  enforceable  directly  by, the  holders of the Senior
Debt.  The  Borrowers and each Holder of any Note,  by its  acceptance  thereof,

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<PAGE>

acknowledges that the holders of the Senior Debt are relying upon the provisions
of these Sections 8-15 in extending such Senior Debt.

     11. Subrogation.

     (a) Upon the  payment  in full of all Senior  Debt,  the  Holders  shall be
subrogated  to the extent of the payments or  distributions  made to the holders
of, or  otherwise  applied  to  payment  of, the  Senior  Debt  pursuant  to the
provisions  of these  Sections  8-15 and to the rights of the  holders of Senior
Debt to receive payments or distributions of assets of the Borrowers made on the
Senior Debt until this Series A Note shall be paid in full; and for the purposes
of such  subrogation,  no payments or distributions to holders of Senior Debt of
any cash, property or securities to which Holders of this Series A Note would be
entitled  except for the  provisions of these  Sections 8-15 and no payment over
pursuant to the  provisions of these  Sections 8-15 to holders of Senior Debt by
the Holders,  shall, as between the Borrowers,  its creditors other than holders
of Senior Debt and the Holders,  be deemed to be payment by the  Borrowers to or
on account of Senior Debt,  it being  understood  that the  provisions  of these
Sections 8-15 are solely for the purpose of defining the relative  rights of the
holders of Senior Debt, on the one hand, and the Holders, on the other hand.

     (b) If any payment or  distribution  to which the Holders  would  otherwise
have been entitled but for the provisions of these Sections 8-15 shall have been
applied,  pursuant to the  provisions of these  Sections 8-15, to the payment of
Senior  Debt,  then and in such case,  the Holders  shall be entitled to receive
from  the  holders  of  Senior  Debt at the time  outstanding  any  payments  or
distributions  received  by such  holders of Senior Debt in excess of the amount
sufficient to pay all Senior Debt in full.

     12. Obligations of Borrowers Unconditional.

     (a) Nothing  contained  in these  Sections  8-15 or  elsewhere  in the Loan
Documents  or in this Series A Note is intended to or shall  impair,  as between
the Borrowers  and the Holders,  the  obligations  of the  Borrowers,  which are
absolute and unconditional,  to pay to the Holders the principal of (premium, if
any),  and interest on, this Series A Note as and when the same shall become due
and payable in accordance  with its terms, or is intended to or shall affect the
relative  rights of the Holders and  creditors of the  Borrowers  other than the
holders of the Senior Debt,  nor shall  anything  herein or therein  prevent any
Holder from exercising all remedies  otherwise  permitted by applicable law upon
the  occurrence  of an Event of Default  under the Loan  Documents or under this
Series A Note,  subject to the rights,  if any, under these Sections 8-15 of the
holders  of Senior  Debt in  respect  of cash,  property  or  securities  of the
Borrowers received upon the exercise of any such remedy.

     (b) The failure to make a payment on account of  principal  of, or interest
on, this Series A Note by reason of any  provision of these  Sections 8-15 shall
not be construed as preventing the occurrence of an Event of Default hereunder.

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<PAGE>

     13. Notice to Holders.  Each Borrowers  shall give prompt written notice to
each Holder of any fact known to such Borrower  which would  prohibit the making
of any payment on or in respect of this Series A Note,  but failure to give such
notice shall not affect the subordination of the Subordinated Debt to the Senior
Debt provided in Section 8.  Notwithstanding  the  provisions of these  Sections
8-15 or any other  provision  of the Loan  Documents  or this Series A Note,  no
Holder shall be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or in respect hereof, unless and until the
Holders  shall  have  received  written  notice  thereof  from a  Borrower  or a
representative  of or holder of Senior  Debt,  and,  prior to the receipt of any
such  written  notice,  subject to the  provisions  of these  Sections  8-15 the
Holders shall be entitled in all respects to assume no such facts exist. Nothing
contained in this Section 13 shall limit the right of the holders of Senior Debt
to recover payments as contemplated by Sections 8 and 9.

     14.  Right of Any  Holder  as  Holder of  Senior  Debt.  Any  Holder in its
individual  capacity  shall be  entitled  to all the  rights  set forth in these
Sections  8-15 with  respect to any Senior Debt which may at any time be held by
it, to the same extent as any other holder of Senior  Debt,  and nothing in this
agreement shall deprive such Holder of any of its rights as such holder.

     15. Reinstatement.  The provisions of these Sections 8-15 shall continue to
be  effective  or be  reinstated,  and the Senior Debt shall not be deemed to be
paid in  full,  as the case may be,  if at any  time any  payment  of any of the
Senior Debt is  rescinded or must  otherwise  be returned by the holder  thereof
upon the insolvency, bankruptcy or reorganization of the Borrowers or otherwise,
all as though such payment had not been made.

     16. Miscellaneous.  No delay or omission of the Series A Lender to exercise
any right or power arising  hereunder shall impair any such right or power or be
considered  to be a waiver of any such  right or power,  nor shall the  Series A
Lender's action or inaction impair any such right or power. Each Borrower agrees
to pay on  demand,  to the  extent  permitted  by law,  all costs  and  expenses
incurred by the Series A Lender in the  enforcement of its rights in this Series
A Note and in any security  therefor,  including without  limitation  reasonable
fees and  expenses of the Series A Lender's  counsel.  If any  provision of this
Series A Note is found to be invalid  by a court,  all the other  provisions  of
this Series A Note will remain in full force and effect.  Each  Borrower and all
other  makers  and  indorsers  of  this  Series  A  Note  hereby  forever  waive
presentment,  protest,  notice  of  dishonor  and  notice of  non-payment.  Each
Borrower  also  waives  all  defenses  based  on  suretyship  or  impairment  of
collateral.  This  Series A Note is  executed  by more  than one  Borrower  and,
therefore,  the  obligations  of such entities  hereunder are joint and several.
This Series A Note may be executed in counterparts  and shall bind each Borrower
and its respective heirs, executors, administrators, successors and assigns, and
the  benefits  hereof  shall inure to the benefit of the Series A Lender and its
successors and assigns.

This Series A Note has been delivered to and accepted by the Series A Lender and
will be deemed to be made in New York.  THIS  SERIES A NOTE WILL BE  INTERPRETED
AND THE  RIGHTS  AND  LIABILITIES  OF THE  SERIES  A  LENDER  AND THE  BORROWERS
DETERMINED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  EXCLUDING ITS
CONFLICT  OF LAWS  RULES.  Each  Borrower  hereby  irrevocably  consents  to the
jurisdiction  of any state or federal court located in New York County,  City of
New York,  New  York,  and  consents  that all  service  of  process  be sent by
nationally  recognized  overnight courier service directed to each such Borrower

                                      132
<PAGE>

at each such  Borrower's  address  set forth  herein and service so made will be
deemed to be completed  on the day of receipt by such  Borrower;  provided  that
nothing  contained  in this Series A Note will  prevent the Series A Lender from
bringing any action,  enforcing any award or judgment or  exercising  any rights
against any Borrower individually,  against any security or against any property
of any such  Borrowers  within  any  other  county,  state or other  foreign  or
domestic  jurisdiction.  Each  Borrower  acknowledges  and agrees that the venue
provided  above is the most  convenient  forum for both the  Series A Lender and
each  such  Borrower.  Each  Borrower  waives  any  objection  to venue  and any
objection based on a more convenient  forum in any action  instituted under this
Series A Note.

                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.
                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.

                                    By:  _________________________________
                                          Charles L. Smith, President

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<PAGE>

                                                                 Exhibit 10.128

                  AMENDED AND RESTATED SERIES C PROMISSORY NOTE
$6,738,281.00                                                 New York, New York
                                                                   June 30, 2003

FOR VALUE RECEIVED, the undersigned [i] THERMOVIEW INDUSTRIES,  INC., a Delaware
corporation   ("ThermoView"),   [ii]  AMERICAN  HOME  DEVELOPERS  CO.,  INC.,  a
California  corporation  ("American  Home"),  [iii] FIVE STAR BUILDERS,  INC., a
California  corporation  ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware
corporation ("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation
("Key Home  Mortgage"),  [vi] LEINGANG  SIDING AND WINDOW,  INC., a North Dakota
business corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a
Missouri  corporation  ("Precision"),  [viii]  PRIMAX  WINDOW  CO.,  a  Kentucky
corporation ("Primax"), [ix] ROLOX, INC., a Kansas corporation ("Rolox"), [x] TD
WINDOWS, INC., a Kentucky corporation ("TD Windows"), [xi] THERMAL LINE WINDOWS,
INC., a North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI,
INC., a Missouri corporation ("ThermoView-Missouri"),  [xiii] THERMO-TILT WINDOW
COMPANY, a Delaware corporation ("Thermo-Tilt"),  [xiv] THERMO-SHIELD OF AMERICA
(ARIZONA),   INC.,  an  Arizona  corporation   ("Thermo-Shield  Arizona"),  [xv]
THERMO-SHIELD   OF   AMERICA   (MICHIGAN),    INC.,   a   Michigan   corporation
("Thermo-Shield  Michigan"),  [xvi]  THERMO-SHIELD  COMPANY,  LLC,  an  Illinois
limited liability company  ("Thermo-Shield  Company"),  [xvii]  THERMO-SHIELD OF
AMERICA (WISCONSIN),  LLC, a Wisconsin limited liability company ("Thermo-Shield
Wisconsin"),  [xviii] THERMOVIEW ADVERTISING GROUP, INC., a Delaware corporation
("ThermoView  Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a Missouri
corporation ("Thomas Construction"),  (ThermoView, American Home, Five Star, Key
Home, Key Home Mortgage, Leingang Siding, Precision,  Primax, Rolox, TD Windows,
Thermal   Line,   ThermoView-Missouri,   Thermo-Tilt,   Thermo-Shield   Arizona,
Thermo-Shield   Michigan,   Thermo-Shield  Company,   Thermo-Shield   Wisconsin,
ThermoView  Advertising and Thomas Construction  individually are referred to in
this Agreement as a "Borrower" and  collectively as the  "Borrowers")  having an
address  in  care  of  ThermoView  Industries,  Inc.,  5611  Fern  Valley  Road,
Louisville, Kentucky 40228, hereby promises and agrees to pay to the order of GE
Capital  Equity  Investments,  Inc.,  a  Delaware  corporation  (the  "Series  C
Lender"), having an address of 120 Long Ridge Road, Stamford, Connecticut 06927,
the aggregate  principal sum of SIX MILLION SEVEN HUNDRED  THIRTY EIGHT THOUSAND
TWO HUNDRED EIGHTY-ONE AND NO/100 DOLLARS ($6,738,281.00), or so much thereof as
may be  advanced  hereunder,  together  with  interest  thereon  as  hereinafter
provided,  in lawful  money of the United  States of America,  in the manner set
forth herein,  on or before the Loan  Expiration Date as that term is defined in
the Loan Agreement (as hereinafter defined).

     1. Other Loan Documents.  This Series C Note is issued in connection with a
Loan Agreement  dated August 31, 1998, as amended,  to which the Borrowers,  the
Series A  Lender,  the  Series  B Lender  and the  Series C Lender  (as  defined
therein) are parties, (the "Loan Agreement") the terms of which are incorporated
herein by reference  and other  documents  executed and  delivered in connection
therewith  (the "Loan  Documents";  terms not otherwise  defined herein are used
herein as therein defined in the Loan Documents), and is secured by the property
described in the Loan  Documents and by such other  collateral as previously may
have  been or may in the  future  be  granted  to the  Series C  Lender  (or the
Collateral Agent for the Lenders) to secure this Series C Note.

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     2. Rate of  Interest.  This Series C Note will bear  interest at a rate per
annum (computed on the basis of a year of 360 days and the actual number of days
elapsed) equal to eight percent (8%).

     3. Payment Terms.  From and after the earlier to occur of (i) April 1, 2005
and  (ii)  repayment  in full of the  Series  A Note  and the  Series  B  Notes,
principal  of this  Series C Note shall be paid in monthly  payments of $100,000
and shall be payable on the last day of each calendar month.  The balance of the
principal shall be paid in a single payment on the Loan Expiration Date.

     Interest  on this  Series C Note  shall be  payable on the last day of each
calendar month and on any and each date that the principal of this Series C Note
is paid in full, and on the Loan Expiration Date; provided that interest on this
Series C Note shall  accrue and not be paid with  respect to the period from the
Effective  Date through and including  December 31, 2001 (the amount of interest
that would  otherwise  have accrued except by reason of this proviso is referred
to as "Deferred  Interest")  and such  Deferred  Interest  shall be added to the
principal  amount  of the Note on each  interest  payment  date.  Commencing  on
January 31, 2002,  interest on the principal  amount of this Series C Note shall
be paid  (exclusive  of any amount of Deferred  Interest  added to the  original
principal amount thereof) in cash on each interest payment date.

If any payment  under this Series C Note shall become due on a Saturday,  Sunday
or public holiday under the laws of the State where the Series C Lender's office
indicated  above is located,  such payment shall be made on the next  succeeding
Business Day and such extension of time shall be included in computing  interest
in connection  with such payment.  The Borrowers  hereby  authorize the Series C
Lender to charge any Borrower's  deposit  account at the Series C Lender for any
payment when due hereunder.  Payments received will be applied to charges,  fees
and expenses (including  attorneys' fees), accrued interest and principal in any
order the Series C Lender may choose,  in its sole  discretion.  "Business  Day"
shall mean any day other than a Saturday  or Sunday or a legal  holiday on which
banks are  authorized  or  required to be closed for  business in New York,  New
York.

     4. Late  Payments;  Default Rate. If the Borrowers fail to make any payment
of principal,  interest or other amount coming due pursuant to the provisions of
this Series C Note within ten (10)  calendar  days of the date due and  payable,
the  Borrowers  also shall pay to the Series C Lender a late charge equal to the
lesser of two percent (2%) of the amount of such payment or $25.00. Such ten day
period  shall not be  construed  in any way to  extend  the due date of any such
payment.  The late charge is imposed for the purpose of  defraying  the Series C
Lender's  expenses  incident to the  handling of  delinquent  payments and is in
addition  to,  and not in lieu of,  the  exercise  by the Series C Lender of any
rights  and  remedies  hereunder,  under  the  other  Loan  Documents  or  under
applicable  laws, and any fees and expenses of any agents or attorneys which the
Series C Lender may employ.  Upon maturity,  whether by acceleration,  demand or
otherwise,  and at the option of the Series C Lender upon the  occurrence of any
Event of Default (as hereinafter  defined) and during the  continuance  thereof,
this Series C Note shall bear  interest at a rate per annum  (based on a year of
360 days and actual days elapsed) which shall be two  percentage  points (2%) in
excess of the interest rate in effect from time to time under this Series C Note
but not more than the maximum  rate  allowed by law (the  "Default  Rate").  The
Default Rate shall continue to apply whether or not judgment shall be entered on
this Series C Note.

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     5. Prepayment.  Principal of this Series C Note may be repaid or prepaid in
whole or in part without  penalty or premium at any time, but only in the amount
of $10,000.00,  or integral multiples thereof,  or an amount equal to the entire
unpaid principal balance of this Series C Note, and only provided Borrowers have
given to the Series C Lender not less than three (3) Business Days prior written
notice of such prepayment.  Following repayment in full of the Series A Note and
the  Series B Notes,  on July 31 and  November  15 of each  calendar  year,  the
Borrowers shall prepay this Series C Note in an amount outstanding equal to 100%
of the Borrowers'  cash, cash equivalents and marketable  securities  balance on
its balance sheet which, collectively,  is in excess of $1,000,000 as of June 30
or October 15, as  applicable,  of that year.  Upon  termination of that certain
Reimbursement  Agreement  dated as of June 30,  2003  among  GE  Capital  Equity
Investments,   Inc.  and  the  Borrowers  (the  "Reimbursement  Agreement")  and
fulfillment  by the  Borrowers  of  all of  their  obligations  thereunder,  any
remaining  balance  in  the  Cash  Account  (as  defined  in  the  Reimbursement
Agreement) shall be used to prepay this Series C Note. Subject to the provisions
of Section 8 hereof, any prepayment of this Series C Note and any prepayments in
respect of the second and third  sentence of this  Section 5 shall be applied in
the following order:  (i) then due and payable fees and expenses;  (ii) then due
and payable principal and interest  payments on the  Reimbursement  Obligations;
(iii) then due and payable interest  payments on the Series A Note, the Series B
Notes and the Series C Note on a pro rata basis; (iv) principal  payments on the
Series A Note and the  Series B Notes  on a pro rata  basis;  and (v)  principal
payments on the Series C Note.  Any  repayments or optional  prepayments of this
Series C Note at maturity,  including in connection with a sale or merger of any
Borrower or a sale of all or  substantially  all of the assets of any  Borrower,
shall be applied  in the  following  order:  (i) then due and  payable  fees and
expenses; (ii) then due and payable principal and interests on the Reimbursement
Obligations;  (iii) then due and payable interest payments on the Series A Note,
the Series B Notes and the  Series C Note on a pro rata  basis;  (iv)  principal
payments on the Series A Note; (v) principal payments on the Series B Notes; and
(vi) principal payments on the Series C Note.

     6. Events of Default. The occurrence of any of the following events will be
deemed to be an "Event of Default"  under this Series C Note: (i) the nonpayment
of any principal, interest or other indebtedness under this Series C Note or the
Loan  Agreement when due; (ii) the occurrence of any event of default or default
and the lapse of any notice or cure period  under any Loan  Document,  including
but not limited to the Series A Notes and the Series B Notes, or any other debt,
liability or obligation to the Series C Lender of any Obligor;  (iii) the filing
by or  against  any  Obligor  of any  proceeding  in  bankruptcy,  receivership,
insolvency, reorganization,  liquidation,  conservatorship or similar proceeding
(and, in the case of any such proceeding  instituted  against any Obligor,  such
proceeding  is not  dismissed  or  stayed  within  30 days  of the  commencement
thereof);  (iv) any  assignment by any Obligor for the benefit of creditors,  or
any levy, garnishment attachment or similar proceeding is instituted against any
property or any Obligor  held by or  deposited  with the Series C Lender;  (v) a
default  with  respect to any other  indebtedness  of any Obligor  for  borrowed
money,  if the effect of such default is to cause or permit the  acceleration of
such debt; (vi) the  commencement  of any foreclosure or forfeiture  proceeding,
execution or attachment  against any collateral  securing the obligations of any
Obligor  to the Series A, B or C  Lenders;  (vii) the entry of a final  judgment
against any Obligor in excess of $100,000,  which  judgment has not been stayed,
discharged  or  appealed  within  ten  (10)  Business  Days of the date of entry
thereof,  (viii) the Borrower ceases doing business as a going concern; (ix) the
revocation  or attempted  revocation,  in whole or in part, of any guarantee for
the benefit of the Series C Lender by any Guarantor;  (x) any  representation or
warranty made by any Obligor to the Series C Lender in any Loan Document, or any
other  documents now or in the future securing the obligations of any Obligor to

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the Series C Lender, is false,  erroneous or misleading in any material respect;
(xi) the  failure by  Thermoview  to perform or observe the  financial  covenant
contained in Section 4.I of the Loan  Agreement;  or the occurrence of any Event
of Default (as defined in any Loan  Documents or any other  documents  now or in
the  future  securing  the  obligations  of any  Obligor to the Series A, B or C
Lenders) or any default under any of the Loan Documents or such other  documents
that does not have a defined  set of  "Events of  Default"  and the lapse of any
notice or cure period  provided in the Loan  Documents  or such other  documents
with respect to such  default.  As used  herein,  the term  "Obligor"  means any
Borrower and any Guarantor,  and the term "Guarantor" means any guarantor of the
obligations of any Borrower to the Series C Lender  existing on the date of this
Series C Note or arising in the future.

Upon the occurrence and during the continuance of an Event of Default: (a) if an
Event of Default  specified  in clauses  (iii) or (iv) above  shall  occur,  the
outstanding  principal balance and accrued interest  hereunder together with any
additional  amounts  payable  hereunder  shall be  immediately  due and  payable
without  demand or notice of any kind;  (b) if an Event of Default  specified in
clauses (i), (vii) or (xi) above, or Section 6.E. or 6.F. of the Loan Agreement,
or an Event of  Default  resulting  from a breach of  Section  5.G.  of the Loan
Agreement,  shall occur, the outstanding  principal balance and accrued interest
hereunder together with any additional amounts payable hereunder,  at the option
of the  Requisite  A  Lenders  or,  if the  Series  A Note  shall no  longer  be
outstanding,  the Requisite  Lenders,  and without demand or notice of any kind,
may be accelerated and become  immediately  due and payable;  (c) if an Event of
Default  specified in clause (v) shall occur in connection  with the obligations
under that  certain  Securities  Purchase  Agreement,  dated as of July 8, 1999,
between the Series C Lender and Thermoview,  as amended from time to time, shall
be accelerated as a result of a default  thereunder  pursuant to Sections 5.1(h)
or 7.1(a) thereof,  at the option of the Requisite A Lenders or, if the Series A
Note shall no longer be outstanding,  the Requisite C Lender, and without demand
or  notice  of any kind,  may be  accelerated  and  become  immediately  due and
payable;  (d) if any other  Event of  Default  shall  occur  and the same  shall
continue  unremedied  for  a  period  of 30  days  thereafter,  the  outstanding
principal  balance and accrued interest  hereunder  together with any additional
amounts payable  hereunder,  at the option of the Requisite  Lenders and without
demand or notice of any kind, may be accelerated and become  immediately due and
payable;  (e) at the option of the  Requisite  Lenders will bear interest at the
Default Rate from the date of the  occurrence  of the Event of Default;  and (f)
the  Series C Lender  may  exercise  from  time to time  any of the  rights  and
remedies  available  to the Series C Lender  under the Loan  Documents  or under
applicable law.  Notwithstanding  anything contained in this Section 6, upon the
filing of a bankruptcy of  Thermoview,  whether  voluntary or  involuntary,  the
Series A Lender and/or the Series B Lenders shall have the right to file a proof
of claim on the Series C Lender's behalf in respect of the Series C Note.

     7.  Right of  Setoff.  In  addition  to all liens upon and rights of setoff
against the money,  securities or other  property of each Borrower  given to the
Series C Lender by law,  the Series C Lender  shall  have,  with  respect to any
Borrower's  obligations  to the Series C Lender  under this Series C Note and to
the extent permitted by law, a contractual possessory security interest in and a
contractual right of setoff against, and each Borrower hereby assigns,  conveys,

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delivers,  pledges and  transfers to the Series C Lender all of each  Borrower's
right, title and interest in and to, all deposits,  moneys, securities and other
property of such  Borrower now or hereafter in the  possession  of or on deposit
with, or in transit to, the Series C Lender whether held in a general or special
account or deposit,  whether held jointly with someone else, or whether held for
safekeeping  or  otherwise,   excluding,   however,  all  IRA,  Keogh,  employee
withholding accounts, and trust accounts. Every such security interest and right
of setoff may be exercised without demand upon or notice to any Borrower.  Every
such right of setoff shall be deemed to have been exercised immediately upon the
occurrence of an Event of Default  hereunder  without any action of the Series C
Lender,  although  the Series C Lender  may enter  such  setoff on its books and
records at a later time.

     8. Subordination, Priority and Payment Over Of Proceeds In Certain Events.

     (a) The  Borrowers  and the  Lenders  and any  other  holder of a Note (the
Lenders  and  such  holders  being  hereinafter   referred  to  collectively  as
"Holders") covenant and agree that all payments of the principal of and interest
in respect of the Series B Notes and the Series C Note shall be  subordinated in
accordance with the provisions of this Section 8 to the prior payment in full of
the Senior Debt.  For  purposes of this  Section 8, (x) the term  "Senior  Debt"
shall mean,  (i) with respect to the Series B Note,  the Series A Note, and (ii)
with respect to the Series C Note, the Series A Note and the Series B Notes, and
each of clauses (i) and (ii) above shall  include  principal of and premium,  if
any,  and  interest  (including  interest  accruing  at the  rate  provided  for
hereunder  after the  commencement of any proceedings of the type referred to in
clause (b) hereof,  whether or not an allowed claim in such  proceeding)  on all
loans  and  other   extensions  of  credit  under,   and  all  expenses,   fees,
reimbursements, indemnities and other amounts owing pursuant to the Senior Debt,
to the extent permitted to be incurred  pursuant to the Loan Documents , and (y)
the term "Subordinated  Debt" shall mean, (i) with respect to the Series A Note,
the Series B Notes and the Series C Note,  and (ii) with respect to the Series B
Notes,  the Series C Note.  The Borrowers and the Lenders  further  covenant and
agree that all  payments in respect of this Series C Note shall be  subordinated
in accordance with the provisions of this Section 8.

     (b) Upon payment or  distribution  of assets or securities of the Borrowers
of any kind or  character,  whether in cash,  property or  securities,  upon any
dissolution or winding up or total or partial  liquidation or  reorganization of
the Borrowers,  whether voluntary or involuntary, or in bankruptcy,  insolvency,
receivership  or other  proceedings  or upon an  assignment  for the  benefit of
creditors  or  any  other  marshalling  of the  assets  and  liabilities  of the
Borrowers,  the  Senior  Debt  shall  first be paid in full in cash,  or payment
provided for in cash or cash equivalents in a manner  satisfactory to the Holder
thereof,  before any direct or indirect  payments or  distributions,  including,
without limitation,  by exercise of set-off, of any cash, property or securities
on account of principal of (or premium,  if any) or interest on the Subordinated
Debt,  and to that end the  Senior  Debt  Holder  shall be  entitled  to receive
directly, for application to the payment thereof (to the extent necessary to pay
the Senior  Debt in full after  giving  effect to any  substantially  concurrent

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payment or distribution to or provision for payment to the Senior Debt Holder in
respect  of the  Senior  Debt),  any  payment  or  distribution  of any  kind or
character,   whether  in  cash,  property  or  securities,  in  respect  of  the
Subordinated  Debt.  The  provisions  of this Section shall not be applicable to
payments  made in  accordance  with the terms of this Series C Note and received
prior to the  commencement  of any such  dissolution  or  winding up or total or
partial  liquidation or  reorganization  of the Borrowers,  whether voluntary or
involuntary, or in bankruptcy, insolvency,  receivership or other proceedings or
upon an assignment for the benefit of creditors or any other  marshalling of the
assets and liabilities of the Borrowers.

     (c) No direct or  indirect  payment  by or on  behalf of the  Borrowers  of
principal of (premium,  if any), or interest on, the Subordinated  Debt, whether
pursuant to the terms of  Subordinated  Debt,  upon  acceleration  or otherwise,
shall be made if at the time of such  payment  there exists (i) a default in the
payment of all or any portion of principal of  (premium,  if any),  interest on,
fees or other  amounts  owing in  connection  with any  Senior  Debt or (ii) any
default other than a default described in clause (i) above under any document or
instrument  governing or evidencing any Senior Debt,  and, in either case,  such
default shall not have been cured or waived in writing.

     9. Rights and Obligations of Holders.

     (d) In the event  that,  notwithstanding  anything  contained  in Section 8
prohibiting  such payment or  distribution,  the Holders shall have received any
payment  on  account  of the  Subordinated  Debt at a time when such  payment is
prohibited by such provision before the Senior Debt is paid in full, then and in
such event, such payment or distribution  shall be received and held in trust by
the Holders  apart from their  other  assets and paid over or  delivered  to the
holders of the Senior Debt  remaining  unpaid to the extent  necessary to pay in
full in cash the  principal of (premium,  if any),  and interest on, such Senior
Debt in  accordance  with its terms and after  giving  effect to any  concurrent
payment or distribution to the holders of such Senior Debt.

     (e) Nothing contained in this Section 9 will limit the right of the Holders
of  Subordinated  Debt to take any  action to  accelerate  the  maturity  of the
Subordinated  Debt  pursuant to Section 6 hereof,  provided,  however,  that all
Senior  Debt then due or  thereafter  declared  to be due shall first be paid in
full before the Holders are entitled to receive any payment  from any  Borrowers
of principal of, or interest on, the Note.

     (f) Upon any payment or distribution of assets or securities referred to in
this  Section 9, the Holders  shall be entitled to rely upon any order or decree
of a court of  competent  jurisdiction  in which such  dissolution,  winding up,
liquidation or reorganization proceedings are pending, and upon a certificate of
the receiver, trustee in bankruptcy,  liquidating trustee, agent or other person
making any such  payment  or  distribution,  delivered  to the  Holders  for the
purpose  of   ascertaining   the  persons   entitled  to   participate  in  such
distribution,  the  holders  of  Senior  Debt  and  other  Indebtedness  of  the
Borrowers,  the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Section 9.

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10.  Rights of Holders of Senior Debt Not To Be Impaired.

     (a) No right of any present or future  holder of any Senior Debt to enforce
subordination  as herein  provided shall at any time in any way be prejudiced or
impaired  by  any  act  or  failure  to  act  by  any  such  holder,  or by  any
noncompliance  by the  Borrowers  with the terms and  provisions  and  covenants
herein  regardless of any knowledge thereof such holder may have or otherwise be
charged with.

     (b) The  provisions  of  these  Sections  8-15 are  intended  to be for the
benefit  of, and shall be  enforceable  directly  by, the  holders of the Senior
Debt.  The  Borrowers and each Holder of any Note,  by its  acceptance  thereof,
acknowledges that the holders of the Senior Debt are relying upon the provisions
of these Sections 8-15 in extending such Senior Debt.

     11. Subrogation.

     (a) Upon the  payment  in full of all Senior  Debt,  the  Holders  shall be
subrogated  to the extent of the payments or  distributions  made to the holders
of, or  otherwise  applied  to  payment  of, the  Senior  Debt  pursuant  to the
provisions  of these  Sections  8-15 and to the rights of the  holders of Senior
Debt to receive payments or distributions of assets of the Borrowers made on the
Senior Debt until this Series C Note shall be paid in full; and for the purposes
of such  subrogation,  no payments or distributions to holders of Senior Debt of
any cash, property or securities to which Holders of this Series C Note would be
entitled  except for the  provisions of these  Sections 8-15 and no payment over
pursuant to the  provisions of these  Sections 8-15 to holders of Senior Debt by
the Holders,  shall, as between the Borrowers,  its creditors other than holders
of Senior Debt and the Holders,  be deemed to be payment by the  Borrowers to or
on account of Senior Debt,  it being  understood  that the  provisions  of these
Sections 8-15 are solely for the purpose of defining the relative  rights of the
holders of Senior Debt, on the one hand, and the Holders, on the other hand.

     (b) If any payment or  distribution  to which the Holders  would  otherwise
have been entitled but for the provisions of these Sections 8-15 shall have been
applied,  pursuant to the  provisions of these  Sections 8-15, to the payment of
Senior  Debt,  then and in such case,  the Holders  shall be entitled to receive
from  the  holders  of  Senior  Debt at the time  outstanding  any  payments  or
distributions  received  by such  holders of Senior Debt in excess of the amount
sufficient to pay all Senior Debt in full.

     12. Obligations of Borrowers Unconditional.

     (a) Nothing  contained  in these  Sections  8-15 or  elsewhere  in the Loan
Documents  or in this Series C Note is intended to or shall  impair,  as between
the Borrowers  and the Holders,  the  obligations  of the  Borrowers,  which are
absolute and unconditional,  to pay to the Holders the principal of (premium, if
any),  and interest on, this Series C Note as and when the same shall become due
and payable in accordance  with its terms, or is intended to or shall affect the

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relative  rights of the Holders and  creditors of the  Borrowers  other than the
holders of the Senior Debt,  nor shall  anything  herein or therein  prevent any
Holder from exercising all remedies  otherwise  permitted by applicable law upon
the  occurrence  of an Event of Default  under the Loan  Documents or under this
Series C Note,  subject to the rights,  if any, under these Sections 8-15 of the
holders  of Senior  Debt in  respect  of cash,  property  or  securities  of the
Borrowers received upon the exercise of any such remedy.

     (b) The failure to make a payment on account of  principal  of, or interest
on, this Series C Note by reason of any  provision of these  Sections 8-15 shall
not be construed as preventing the occurrence of an Event of Default hereunder.

     13. Notice to Holders.  Each Borrowers  shall give prompt written notice to
each Holder of any fact known to such Borrower  which would  prohibit the making
of any payment on or in respect of this Series C Note,  but failure to give such
notice shall not affect the subordination of the Subordinated Debt to the Senior
Debt provided in Section 8.  Notwithstanding  the  provisions of these  Sections
8-15 or any other  provision  of the Loan  Documents  or this Series C Note,  no
Holder shall be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or in respect hereof, unless and until the
Holders  shall  have  received  written  notice  thereof  from a  Borrower  or a
representative  of or holder of Senior  Debt,  and,  prior to the receipt of any
such  written  notice,  subject to the  provisions  of these  Sections  8-15 the
Holders shall be entitled in all respects to assume no such facts exist. Nothing
contained in this Section 13 shall limit the right of the holders of Senior Debt
to recover payments as contemplated by Sections 8 and 9.

     14.  Right of Any  Holder  as  Holder of  Senior  Debt.  Any  Holder in its
individual  capacity  shall be  entitled  to all the  rights  set forth in these
Sections  8-15 with  respect to any Senior Debt which may at any time be held by
it, to the same extent as any other holder of Senior  Debt,  and nothing in this
agreement shall deprive such Holder of any of its rights as such holder.

     15. Reinstatement.  The provisions of these Sections 8-15 shall continue to
be  effective  or be  reinstated,  and the Senior Debt shall not be deemed to be
paid in  full,  as the case may be,  if at any  time any  payment  of any of the
Senior Debt is  rescinded or must  otherwise  be returned by the holder  thereof
upon the insolvency, bankruptcy or reorganization of the Borrowers or otherwise,
all as though such payment had not been made.

     16. Miscellaneous.  No delay or omission of the Series C Lender to exercise
any right or power arising  hereunder shall impair any such right or power or be
considered  to be a waiver of any such  right or power,  nor shall the  Series C
Lender's action or inaction impair any such right or power. Each Borrower agrees
to pay on  demand,  to the  extent  permitted  by law,  all costs  and  expenses
incurred by the Series C Lender in the  enforcement of its rights in this Series
C Note and in any security  therefor,  including without  limitation  reasonable
fees and  expenses of the Series C Lender's  counsel.  If any  provision of this
Series C Note is found to be invalid  by a court,  all the other  provisions  of
this Series C Note will remain in full force and effect.  Each  Borrower and all
other  makers  and  indorsers  of  this  Series  C  Note  hereby  forever  waive
presentment,  protest,  notice  of  dishonor  and  notice of  non-payment.  Each
Borrower  also  waives  all  defenses  based  on  suretyship  or  impairment  of

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collateral.  This  Series C Note is  executed  by more  than one  Borrower  and,
therefore,  the  obligations  of such entities  hereunder are joint and several.
This Series C Note may be executed in counterparts  and shall bind each Borrower
and its respective heirs, executors, administrators, successors and assigns, and
the  benefits  hereof  shall inure to the benefit of the Series C Lender and its
successors and assigns.

This Series C Note has been delivered to and accepted by the Series C Lender and
will be deemed to be made in New York.  THIS  SERIES C NOTE WILL BE  INTERPRETED
AND THE  RIGHTS  AND  LIABILITIES  OF THE  SERIES  C  LENDER  AND THE  BORROWERS
DETERMINED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  EXCLUDING ITS
CONFLICT  OF LAWS  RULES.  Each  Borrower  hereby  irrevocably  consents  to the
jurisdiction  of any state or federal court located in New York County,  City of
New York,  New  York,  and  consents  that all  service  of  process  be sent by
nationally  recognized  overnight courier service directed to each such Borrower
at each such  Borrower's  address  set forth  herein and service so made will be
deemed to be completed  on the day of receipt by such  Borrower;  provided  that
nothing  contained  in this Series C Note will  prevent the Series C Lender from
bringing any action,  enforcing any award or judgment or  exercising  any rights
against any Borrower individually,  against any security or against any property
of any such  Borrowers  within  any  other  county,  state or other  foreign  or
domestic  jurisdiction.  Each  Borrower  acknowledges  and agrees that the venue
provided  above is the most  convenient  forum for both the  Series C Lender and
each  such  Borrower.  Each  Borrower  waives  any  objection  to venue  and any
objection based on a more convenient  forum in any action  instituted under this
Series C Note.

                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.
                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.

                                    By:  _________________________________
                                          Charles L. Smith, President

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                                                                Exhibit 10.129

                  AMENDED AND RESTATED SERIES B PROMISSORY NOTE
$_________                                                    New York, New York
                                                                   June 30, 2003


FOR VALUE RECEIVED,  the  undersigned  FOR VALUE  RECEIVED,  the undersigned [i]
THERMOVIEW  INDUSTRIES,  INC.,  a  Delaware  corporation  ("ThermoView"),   [ii]
AMERICAN HOME DEVELOPERS CO., INC., a California  corporation ("American Home"),
[iii] FIVE STAR BUILDERS, INC., a California corporation ("Five Star"), [iv] KEY
HOME CREDIT,  INC., a Delaware  corporation ("Key Home"), [v] KEY HOME MORTGAGE,
INC., a Delaware  corporation  ("Key Home  Mortgage"),  [vi] LEINGANG SIDING AND
WINDOW,  INC., a North Dakota business corporation  ("Leingang  Siding"),  [vii]
PRECISION WINDOW MFG., INC., a Missouri corporation ("Precision"), [viii] PRIMAX
WINDOW  CO., a Kentucky  corporation  ("Primax"),  [ix]  ROLOX,  INC.,  a Kansas
corporation  ("Rolox"),  [x] TD  WINDOWS,  INC.,  a  Kentucky  corporation  ("TD
Windows"), [xi] THERMAL LINE WINDOWS, INC., a North Dakota corporation ("Thermal
Line"),   [xii]   THERMOVIEW   OF  MISSOURI,   INC.,   a  Missouri   corporation
("ThermoView-Missouri"),   [xiii]   THERMO-TILT   WINDOW  COMPANY,   a  Delaware
corporation ("Thermo-Tilt"),  [xiv] THERMO-SHIELD OF AMERICA (ARIZONA), INC., an
Arizona  corporation  ("Thermo-Shield  Arizona"),  [xv] THERMO-SHIELD OF AMERICA
(MICHIGAN),  INC.,  a Michigan  corporation  ("Thermo-Shield  Michigan"),  [xvi]
THERMO-SHIELD    COMPANY,   LLC,   an   Illinois   limited   liability   company
("Thermo-Shield Company"),  [xvii] THERMO-SHIELD OF AMERICA (WISCONSIN),  LLC, a
Wisconsin  limited  liability  company  ("Thermo-Shield   Wisconsin"),   [xviii]
THERMOVIEW   ADVERTISING  GROUP,  INC.,  a  Delaware  corporation   ("ThermoView
Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a  Missouri  corporation
("Thomas  Construction"),  (ThermoView,  American Home, Five Star, Key Home, Key
Home Mortgage,  Leingang Siding,  Precision,  Primax, Rolox, TD Windows, Thermal
Line,  ThermoView-Missouri,  Thermo-Tilt,  Thermo-Shield Arizona,  Thermo-Shield
Michigan, Thermo-Shield Company, Thermo-Shield Wisconsin, ThermoView Advertising
and Thomas  Construction  individually  are  referred to in this  Agreement as a
"Borrower" and  collectively  as the  "Borrowers")  having an address in care of
ThermoView Industries, Inc., 5611 Fern Valley Road, Louisville,  Kentucky 40228,
hereby  promises and agrees to pay to the order of  _____________(the  "Series B
Lender"),  having an address of c/o  Underhill  Associates,  416 W. Muhammad Ali
Boulevard,   Louisville,   Kentucky  40202,  the  aggregate   principal  sum  of
_____________________________  DOLLARS  ($_____),  or so much  thereof as may be
advanced hereunder,  together with interest thereon as hereinafter  provided, in
lawful money of the United States of America, in the manner set forth herein, on
or before the Loan Expiration Date as that term is defined in the Loan Agreement
(as hereinafter defined).

     1. Other Loan Documents.  This Series B Note is issued in connection with a
Loan Agreement  dated August 31, 1998, as amended,  to which the Borrowers,  the
Series A  Lender,  the  Series B Lenders  and the  Series C Lender  (as  defined
therein) are parties, (the "Loan Agreement") the terms of which are incorporated
herein by reference  and other  documents  executed and  delivered in connection
therewith  (the "Loan  Documents";  terms not otherwise  defined herein are used
herein as therein defined in the Loan Documents), and is secured by the property
described in the Loan  Documents and by such other  collateral as previously may
have  been or may in the  future  be  granted  to the  Series B  Lender  (or the
Collateral Agent for the Lenders) to secure this Series B Note.

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<PAGE>

     2. Rate of  Interest.  This Series B Note will bear  interest at a rate per
annum (computed on the basis of a year of 360 days and the actual number of days
elapsed) equal to ten percent (10%).

     3. Payment Terms.  Principal of this Series B Note shall be paid in monthly
payments of $638.12 and shall be payable on the last day of each calendar  month
commencing  on July 31, 2004.  The balance of the  principal  shall be paid in a
single payment on the Loan Expiration Date.

     Interest  on this  Series B Note  shall be  payable on the last day of each
calendar month and on any and each date that the principal of this Series B Note
is paid in full, and on the Loan Expiration Date.

If any payment  under this Series B Note shall become due on a Saturday,  Sunday
or public holiday under the laws of the State where the Series B Lender's office
indicated  above is located,  such payment shall be made on the next  succeeding
Business Day and such extension of time shall be included in computing  interest
in connection  with such payment.  The Borrowers  hereby  authorize the Series B
Lender to charge any Borrower's  deposit  account at the Series B Lender for any
payment when due hereunder.  Payments received will be applied to charges,  fees
and expenses (including  attorneys' fees), accrued interest and principal in any
order the Series B Lender may choose,  in its sole  discretion.  "Business  Day"
shall mean any day other than a Saturday  or Sunday or a legal  holiday on which
banks are  authorized  or  required to be closed for  business in New York,  New
York.

     4. Late  Payments;  Default Rate. If the Borrowers fail to make any payment
of principal,  interest or other amount coming due pursuant to the provisions of
this Series B Note within ten (10)  calendar  days of the date due and  payable,
the  Borrowers  also shall pay to the Series B Lender a late charge equal to the
lesser of two percent (2%) of the amount of such payment or $25.00. Such ten day
period  shall not be  construed  in any way to  extend  the due date of any such
payment.  The late charge is imposed for the purpose of  defraying  the Series B
Lender's  expenses  incident to the  handling of  delinquent  payments and is in
addition  to,  and not in lieu of,  the  exercise  by the Series B Lender of any
rights  and  remedies  hereunder,  under  the  other  Loan  Documents  or  under
applicable  laws, and any fees and expenses of any agents or attorneys which the
Series B Lender may employ.  Upon maturity,  whether by acceleration,  demand or
otherwise,  and at the option of the Series B Lender upon the  occurrence of any
Event of Default (as hereinafter  defined) and during the  continuance  thereof,
this Series B Note shall bear  interest at a rate per annum  (based on a year of
360 days and actual days elapsed) which shall be two  percentage  points (2%) in
excess of the interest rate in effect from time to time under this Series B Note
but not more than the maximum  rate  allowed by law (the  "Default  Rate").  The
Default Rate shall continue to apply whether or not judgment shall be entered on
this Series B Note.

     5. Prepayment.  Principal of this Series B Note may be repaid or prepaid in
whole or in part without  penalty or premium at any time, but only in the amount
of $10,000.00,  or integral multiples thereof,  or an amount equal to the entire
unpaid principal balance of this Series B Note, and only provided Borrowers have
given to the  Series B Lenders  not less  than  three (3)  Business  Days  prior
written notice of such  prepayment.  On July 31 and November 15 of each calendar
year,  the  Borrowers  shall prepay this Series B Note in an amount  outstanding
equal to 100% of the Borrowers' cash, cash equivalents and marketable securities
balance on its balance sheet which, collectively,  is in excess of $1,000,000 as

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of June 30 or October 15, as applicable,  of that year. Upon termination of that
certain  Reimbursement  Agreement  dated as of June 30,  2003  among GE  Capital
Equity Investments,  Inc. and the Borrowers (the "Reimbursement  Agreement") and
fulfillment  by the  Borrowers  of  all of  their  obligations  thereunder,  any
remaining  balance  in  the  Cash  Account  (as  defined  in  the  Reimbursement
Agreement) shall be used to prepay this Series B Note. Subject to the provisions
of Section 8 hereof, any prepayment of this Series B Note and any prepayments in
respect of the second and third  sentences of this Section 5 shall be applied in
the following order:  (i) then due and payable fees and expenses;  (ii) then due
and payable interest and principal  payments on the  Reimbursement  Obligations;
(iii) then due and payable interest  payments on the Series A Note, the Series B
Notes and the Series C Note on a pro rata basis; (ivi) principal payments on the
Series A Note and the  Series B Notes on a pro rata  basis;  and (iv)  principal
payments on the Series C Note.  Any  repayments or optional  prepayments of this
Series B Note at maturity,  including in connection with a sale or merger of any
Borrower or a sale of all or  substantially  all of the assets of any  Borrower,
shall be applied  in the  following  order:  (i) then due and  payable  fees and
expenses;  (ii) then due and  payable  interest  and  principal  payments on the
Reimbursement  Obligations;  (iii) then due and payable interest payments on the
Series A Note,  the  Series B Notes and the  Series C Note on a pro rata  basis;
(iv)  principal  payments on the Series A Note;  (v)  principal  payments on the
Series B Notes; and (vi) principal payments on the Series C Note.

     6. Events of Default. The occurrence of any of the following events will be
deemed to be an "Event of Default"  under this Series B Note: (i) the nonpayment
of any principal, interest or other indebtedness under this Series B Note or the
Loan  Agreement when due; (ii) the occurrence of any event of default or default
and the lapse of any notice or cure period  under any Loan  Document,  including
but not limited to the Series A Notes and the Series C Note,  or any other debt,
liability or obligation to the Series B Lender of any Obligor;  (iii) the filing
by or  against  any  Obligor  of any  proceeding  in  bankruptcy,  receivership,
insolvency, reorganization,  liquidation,  conservatorship or similar proceeding
(and, in the case of any such proceeding  instituted  against any Obligor,  such
proceeding  is not  dismissed  or  stayed  within  30 days  of the  commencement
thereof);  (iv) any  assignment by any Obligor for the benefit of creditors,  or
any levy, garnishment attachment or similar proceeding is instituted against any
property or any Obligor  held by or  deposited  with the Series B Lender;  (v) a
default  with  respect to any other  indebtedness  of any Obligor  for  borrowed
money,  if the effect of such default is to cause or permit the  acceleration of
such debt; (vi) the  commencement  of any foreclosure or forfeiture  proceeding,
execution or attachment  against any collateral  securing the obligations of any
Obligor  to the Series A, B or C  Lenders;  (vii) the entry of a final  judgment
against any Obligor in excess of $100,000,  which  judgment has not been stayed,
discharged  or  appealed  within  ten  (10)  Business  Days of the date of entry
thereof,  (viii) the Borrower ceases doing business as a going concern; (ix) the
revocation  or attempted  revocation,  in whole or in part, of any guarantee for
the benefit of the Series B Lender by any Guarantor;  (x) any  representation or
warranty made by any Obligor to the Series B Lender in any Loan Document, or any
other  documents now or in the future securing the obligations of any Obligor to
the Series B Lender, is false,  erroneous or misleading in any material respect;
(xi) the  failure by  Thermoview  to perform or observe the  financial  covenant
contained in Section 4.I of the Loan  Agreement;  or (xii) the occurrence of any

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Event of Default (as defined in any Loan Documents or any other documents now or
in the future  securing the  obligations  of any Obligor to the Series A, B or C
Lenders) or any default under any of the Loan Documents or such other  documents
that does not have a defined  set of  "Events of  Default"  and the lapse of any
notice or cure period  provided in the Loan  Documents  or such other  documents
with respect to such  default.  As used  herein,  the term  "Obligor"  means any
Borrower and any Guarantor,  and the term "Guarantor" means any guarantor of the
obligations of any Borrower to the Series B Lender  existing on the date of this
Series B Note or arising in the future.

     Upon the occurrence and during the continuance of an Event of Default:  (a)
if an Event of Default specified in clauses (iii) or (iv) above shall occur, the
outstanding  principal balance and accrued interest  hereunder together with any
additional  amounts  payable  hereunder  shall be  immediately  due and  payable
without  demand or notice of any kind;  (b) if an Event of Default  specified in
clauses (i), (vii) or (xi) above, or Section 6.E. or 6.F. of the Loan Agreement,
or an Event of  Default  resulting  from a breach of  Section  5.G.  of the Loan
Agreement,  shall occur, the outstanding  principal balance and accrued interest
hereunder together with any additional amounts payable hereunder,  at the option
of the  Requisite  A  Lenders  or,  if the  Series  A Note  shall no  longer  be
outstanding,  the Requisite  Lenders,  and without demand or notice of any kind,
may be accelerated and become  immediately  due and payable;  (c) if an Event of
Default  specified in clause (v) shall occur in connection  with the obligations
under that  certain  Securities  Purchase  Agreement,  dated as of July 8, 1999,
between the Series A Lender and Thermoview,  as amended from time to time, shall
be accelerated as a result of a default  thereunder  pursuant to Sections 5.1(h)
or 7.1(a) thereof,  at the option of the Requisite A Lenders or, if the Series A
Note shall no longer be outstanding,  the Requisite C Lender, and without demand
or  notice  of any kind,  may be  accelerated  and  become  immediately  due and
payable;  (d) if any other  Event of  Default  shall  occur  and the same  shall
continue  unremedied  for  a  period  of 30  days  thereafter,  the  outstanding
principal  balance and accrued interest  hereunder  together with any additional
amounts payable  hereunder,  at the option of the Requisite  Lenders and without
demand or notice of any kind, may be accelerated and become  immediately due and
payable;  (e) at the option of the  Requisite  Lenders will bear interest at the
Default Rate from the date of the  occurrence  of the Event of Default;  and (f)
the  Series B Lender  may  exercise  from  time to time  any of the  rights  and
remedies  available  to the Series B Lender  under the Loan  Documents  or under
applicable law.  Notwithstanding  anything contained in this Section 6, upon the
filing of a bankruptcy of  Thermoview,  whether  voluntary or  involuntary,  the
Series A Lender  shall  have the right to file a proof of claim on the  Series B
Lenders' behalf in respect of the Series B Note.

     7.  Right of  Setoff.  In  addition  to all liens upon and rights of setoff
against the money,  securities or other  property of each Borrower  given to the
Series B Lender by law,  the Series B Lender  shall  have,  with  respect to any
Borrower's  obligations  to the Series B Lender  under this Series B Note and to
the extent permitted by law, a contractual possessory security interest in and a
contractual right of setoff against, and each Borrower hereby assigns,  conveys,
delivers,  pledges and  transfers to the Series B Lender all of each  Borrower's
right, title and interest in and to, all deposits,  moneys, securities and other
property of such  Borrower now or hereafter in the  possession  of or on deposit
with, or in transit to, the Series B Lender whether held in a general or special
account or deposit,  whether held jointly with someone else, or whether held for
safekeeping  or  otherwise,   excluding,   however,  all  IRA,  Keogh,  employee
withholding accounts, and trust accounts. Every such security interest and right

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of setoff may be exercised without demand upon or notice to any Borrower.  Every
such right of setoff shall be deemed to have been exercised immediately upon the
occurrence of an Event of Default  hereunder  without any action of the Series B
Lender,  although  the Series B Lender  may enter  such  setoff on its books and
records at a later time.

     8. Subordination, Priority and Payment Over Of Proceeds In Certain Events.

     (a) The  Borrowers  and the  Lenders  and any  other  holder of a Note (the
Lenders  and  such  holders  being  hereinafter   referred  to  collectively  as
"Holders") covenant and agree that all payments of the principal of and interest
in respect of the Series A Note,  the Series B Notes and the Series C Note shall
be subordinated in accordance with the provisions of this Section 8 to the prior
payment in full of the Senior Debt. For purposes of this Section 8, (x) the term
"Senior  Debt"  shall  mean,  (i)  with  respect  to  the  Series  A  Note,  the
Reimbursement  Obligations,  (ii)  with  respect  to the  Series  B  Notes,  the
Reimbursement  Obligations  and the Series A Note and (iii) with  respect to the
Series C Note, the Reimbursement Obligations, the Series A Note and the Series B
Notes, and each of clauses  (i),(ii) and (iii) above shall include  principal of
and  premium,  if any,  and interest  (including  interest  accruing at the rate
provided for hereunder  after the  commencement  of any  proceedings of the type
referred  to in clause  (b)  hereof,  whether  or not an  allowed  claim in such
proceeding) on all loans and other extensions of credit under, and all expenses,
fees, reimbursements, indemnities and other amounts owing pursuant to the Senior
Debt, to the extent  permitted to be incurred  pursuant to the Loan  Documents ,
and (y) the  term  "Subordinated  Debt"  shall  mean,  (i) with  respect  to the
Reimbursement Obligations,  the Series A Note, the Series B Notes and the Series
C Note,  (ii) with  respect  to the  Series A Note,  the  Series B Notes and the
Series C Note and (iii) with  respect to the Series B Notes,  the Series C Note.
The  Borrowers and the Lenders  further  covenant and agree that all payments in
respect  of this  Series B Note shall be  subordinated  in  accordance  with the
provisions of this Section 8.

     (b) Upon payment or  distribution  of assets or securities of the Borrowers
of any kind or  character,  whether in cash,  property or  securities,  upon any
dissolution or winding up or total or partial  liquidation or  reorganization of
the Borrowers,  whether voluntary or involuntary, or in bankruptcy,  insolvency,
receivership  or other  proceedings  or upon an  assignment  for the  benefit of
creditors  or  any  other  marshalling  of the  assets  and  liabilities  of the
Borrowers,  the  Senior  Debt  shall  first be paid in full in cash,  or payment
provided for in cash or cash equivalents in a manner  satisfactory to the Holder
thereof,  before any direct or indirect  payments or  distributions,  including,
without limitation,  by exercise of set-off, of any cash, property or securities
on account of principal of (or premium,  if any) or interest on the Subordinated
Debt,  and to that end the  Senior  Debt  Holder  shall be  entitled  to receive
directly, for application to the payment thereof (to the extent necessary to pay
the Senior  Debt in full after  giving  effect to any  substantially  concurrent
payment or distribution to or provision for payment to the Senior Debt Holder in
respect  of the  Senior  Debt),  any  payment  or  distribution  of any  kind or
character,   whether  in  cash,  property  or  securities,  in  respect  of  the
Subordinated  Debt.  The  provisions  of this Section shall not be applicable to

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payments  made in  accordance  with the terms of this Series B Note and received
prior to the  commencement  of any such  dissolution  or  winding up or total or
partial  liquidation or  reorganization  of the Borrowers,  whether voluntary or
involuntary, or in bankruptcy, insolvency,  receivership or other proceedings or
upon an assignment for the benefit of creditors or any other  marshalling of the
assets and liabilities of the Borrowers.

     (c) No direct or  indirect  payment  by or on  behalf of the  Borrowers  of
principal of (premium,  if any), or interest on, the Subordinated  Debt, whether
pursuant to the terms of  Subordinated  Debt,  upon  acceleration  or otherwise,
shall be made if at the time of such  payment  there exists (i) a default in the
payment of all or any portion of principal of  (premium,  if any),  interest on,
fees or other  amounts  owing in  connection  with any  Senior  Debt or (ii) any
default other than a default described in clause (i) above under any document or
instrument  governing or evidencing any Senior Debt,  and, in either case,  such
default shall not have been cured or waived in writing.

     (d) All amounts paid to the Series B Lenders  pursuant to the terms of this
Series B Note shall be distributed to each of the Series B Lenders on a pro rata
basis.

     9. Rights and Obligations of Holders.

     (g) In the event  that,  notwithstanding  anything  contained  in Section 8
prohibiting  such payment or  distribution,  the Holders shall have received any
payment  on  account  of the  Subordinated  Debt at a time when such  payment is
prohibited by such provision before the Senior Debt is paid in full, then and in
such event, such payment or distribution  shall be received and held in trust by
the Holders  apart from their  other  assets and paid over or  delivered  to the
holders of the Senior Debt  remaining  unpaid to the extent  necessary to pay in
full in cash the  principal of (premium,  if any),  and interest on, such Senior
Debt in  accordance  with its terms and after  giving  effect to any  concurrent
payment or distribution to the holders of such Senior Debt.

     (h) Nothing contained in this Section 9 will limit the right of the Holders
of  Subordinated  Debt to take any  action to  accelerate  the  maturity  of the
Subordinated  Debt  pursuant to Section 6 hereof,  provided,  however,  that all
Senior  Debt then due or  thereafter  declared  to be due shall first be paid in
full before the Holders are entitled to receive any payment  from any  Borrowers
of principal of, or interest on, the Note.

     (i) Upon any payment or distribution of assets or securities referred to in
this  Section 9, the Holders  shall be entitled to rely upon any order or decree
of a court of  competent  jurisdiction  in which such  dissolution,  winding up,
liquidation or reorganization proceedings are pending, and upon a certificate of
the receiver, trustee in bankruptcy,  liquidating trustee, agent or other person
making any such  payment  or  distribution,  delivered  to the  Holders  for the
purpose  of   ascertaining   the  persons   entitled  to   participate  in  such
distribution,  the  holders  of  Senior  Debt  and  other  Indebtedness  of  the
Borrowers,  the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Section 9.

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     10. Rights of Holders of Senior Debt Not To Be Impaired.

     (a) No right of any present or future  holder of any Senior Debt to enforce
subordination  as herein  provided shall at any time in any way be prejudiced or
impaired  by  any  act  or  failure  to  act  by  any  such  holder,  or by  any
noncompliance  by the  Borrowers  with the terms and  provisions  and  covenants
herein  regardless of any knowledge thereof such holder may have or otherwise be
charged with.

     (b) The  provisions  of  these  Sections  8-15 are  intended  to be for the
benefit  of, and shall be  enforceable  directly  by, the  holders of the Senior
Debt.  The  Borrowers and each Holder of any Note,  by its  acceptance  thereof,
acknowledges that the holders of the Senior Debt are relying upon the provisions
of these Sections 8-15 in extending such Senior Debt.

     11. Subrogation.

     (a) Upon the  payment  in full of all Senior  Debt,  the  Holders  shall be
subrogated  to the extent of the payments or  distributions  made to the holders
of, or  otherwise  applied  to  payment  of, the  Senior  Debt  pursuant  to the
provisions  of these  Sections  8-15 and to the rights of the  holders of Senior
Debt to receive payments or distributions of assets of the Borrowers made on the
Senior Debt until this Series B Note shall be paid in full; and for the purposes
of such  subrogation,  no payments or distributions to holders of Senior Debt of
any cash, property or securities to which Holders of this Series B Note would be
entitled  except for the  provisions of these  Sections 8-15 and no payment over
pursuant to the  provisions of these  Sections 8-15 to holders of Senior Debt by
the Holders,  shall, as between the Borrowers,  its creditors other than holders
of Senior Debt and the Holders,  be deemed to be payment by the  Borrowers to or
on account of Senior Debt,  it being  understood  that the  provisions  of these
Sections 8-15 are solely for the purpose of defining the relative  rights of the
holders of Senior Debt, on the one hand, and the Holders, on the other hand.

     (b) If any payment or  distribution  to which the Holders  would  otherwise
have been entitled but for the provisions of these Sections 8-15 shall have been
applied,  pursuant to the  provisions of these  Sections 8-15, to the payment of
Senior  Debt,  then and in such case,  the Holders  shall be entitled to receive
from  the  holders  of  Senior  Debt at the time  outstanding  any  payments  or
distributions  received  by such  holders of Senior Debt in excess of the amount
sufficient to pay all Senior Debt in full.

     12. Obligations of Borrowers Unconditional.

     (a) Nothing  contained  in these  Sections  8-15 or  elsewhere  in the Loan
Documents  or in this Series B Note is intended to or shall  impair,  as between
the Borrowers  and the Holders,  the  obligations  of the  Borrowers,  which are
absolute and unconditional,  to pay to the Holders the principal of (premium, if
any),  and interest on, this Series B Note as and when the same shall become due
and payable in accordance  with its terms, or is intended to or shall affect the
relative  rights of the Holders and  creditors of the  Borrowers  other than the

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<PAGE>

holders of the Senior Debt,  nor shall  anything  herein or therein  prevent any
Holder from exercising all remedies  otherwise  permitted by applicable law upon
the  occurrence  of an Event of Default  under the Loan  Documents or under this
Series B Note,  subject to the rights,  if any, under these Sections 8-15 of the
holders  of Senior  Debt in  respect  of cash,  property  or  securities  of the
Borrowers received upon the exercise of any such remedy.

     (b) The failure to make a payment on account of  principal  of, or interest
on, this Series B Note by reason of any  provision of these  Sections 8-15 shall
not be construed as preventing the occurrence of an Event of Default hereunder.

     13. Notice to Holders.  Each Borrowers  shall give prompt written notice to
each Holder of any fact known to such Borrower  which would  prohibit the making
of any payment on or in respect of this Series B Note,  but failure to give such
notice shall not affect the subordination of the Subordinated Debt to the Senior
Debt provided in Section 8.  Notwithstanding  the  provisions of these  Sections
8-15 or any other  provision  of the Loan  Documents  or this Series B Note,  no
Holder shall be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or in respect hereof, unless and until the
Holders  shall  have  received  written  notice  thereof  from a  Borrower  or a
representative  of or holder of Senior  Debt,  and,  prior to the receipt of any
such  written  notice,  subject to the  provisions  of these  Sections  8-15 the
Holders shall be entitled in all respects to assume no such facts exist. Nothing
contained in this Section 13 shall limit the right of the holders of Senior Debt
to recover payments as contemplated by Sections 8 and 9.

     14.  Right of Any  Holder  as  Holder of  Senior  Debt.  Any  Holder in its
individual  capacity  shall be  entitled  to all the  rights  set forth in these
Sections  8-15 with  respect to any Senior Debt which may at any time be held by
it, to the same extent as any other holder of Senior  Debt,  and nothing in this
agreement shall deprive such Holder of any of its rights as such holder.

     15. Reinstatement.  The provisions of these Sections 8-15 shall continue to
be  effective  or be  reinstated,  and the Senior Debt shall not be deemed to be
paid in  full,  as the case may be,  if at any  time any  payment  of any of the
Senior Debt is  rescinded or must  otherwise  be returned by the holder  thereof
upon the insolvency, bankruptcy or reorganization of the Borrowers or otherwise,
all as though such payment had not been made.

     16. Miscellaneous.  No delay or omission of the Series B Lender to exercise
any right or power arising  hereunder shall impair any such right or power or be
considered  to be a waiver of any such  right or power,  nor shall the  Series B
Lender's action or inaction impair any such right or power. Each Borrower agrees
to pay on  demand,  to the  extent  permitted  by law,  all costs  and  expenses
incurred by the Series B Lender in the  enforcement of its rights in this Series
B Note and in any security  therefor,  including without  limitation  reasonable
fees and  expenses of the Series B Lender's  counsel.  If any  provision of this
Series B Note is found to be invalid  by a court,  all the other  provisions  of
this Series B Note will remain in full force and effect.  Each  Borrower and all
other  makers  and  indorsers  of  this  Series  B  Note  hereby  forever  waive
presentment,  protest,  notice  of  dishonor  and  notice of  non-payment.  Each
Borrower  also  waives  all  defenses  based  on  suretyship  or  impairment  of

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collateral.  This  Series B Note is  executed  by more  than one  Borrower  and,
therefore,  the  obligations  of such entities  hereunder are joint and several.
This Series B Note may be executed in counterparts  and shall bind each Borrower
and its respective heirs, executors, administrators, successors and assigns, and
the  benefits  hereof  shall inure to the benefit of the Series B Lender and its
successors and assigns.

This Series B Note has been delivered to and accepted by the Series B Lender and
will be deemed to be made in New York.  THIS  SERIES B NOTE WILL BE  INTERPRETED
AND THE  RIGHTS  AND  LIABILITIES  OF THE  SERIES  B  LENDER  AND THE  BORROWERS
DETERMINED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  EXCLUDING ITS
CONFLICT  OF LAWS  RULES.  Each  Borrower  hereby  irrevocably  consents  to the
jurisdiction  of any state or federal court located in New York County,  City of
New York,  New  York,  and  consents  that all  service  of  process  be sent by
nationally  recognized  overnight courier service directed to each such Borrower
at each such  Borrower's  address  set forth  herein and service so made will be
deemed to be completed  on the day of receipt by such  Borrower;  provided  that
nothing  contained  in this Series B Note will prevent the Series B Lenders from
bringing any action,  enforcing any award or judgment or  exercising  any rights
against any Borrower individually,  against any security or against any property
of any such  Borrowers  within  any  other  county,  state or other  foreign  or
domestic  jurisdiction.  Each  Borrower  acknowledges  and agrees that the venue
provided  above is the most  convenient  forum for both the Series B Lenders and
each  such  Borrower.  Each  Borrower  waives  any  objection  to venue  and any
objection based on a more convenient  forum in any action  instituted under this
Series B Note.

                                    THERMOVIEW INDUSTRIES, INC.
                                    AMERICAN HOME DEVELOPERS CO., INC.
                                    FIVE STAR BUILDERS, INC.
                                    KEY HOME CREDIT, INC.
                                    KEY HOME MORTGAGE, INC.
                                    LEINGANG SIDING AND WINDOW, INC.
                                    PRIMAX WINDOW CO.
                                    PRECISION WINDOW MFG., INC.
                                    ROLOX, INC.
                                    TD WINDOWS, INC.
                                    THERMAL LINE WINDOWS, INC.
                                    THERMOVIEW OF MISSOURI, INC.
                                    THERMO-TILT WINDOW COMPANY
                                    THOMAS CONSTRUCTION, INC.
                                    THERMO-SHIELD OF AMERICA (ARIZONA), INC.
                                    THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
                                    THERMO-SHIELD COMPANY, LLC
                                    THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
                                    THERMOVIEW ADVERTISING GROUP, INC.

                                    By:  _________________________________
                                          Charles L. Smith, President

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<PAGE>

                                                                 Exhibit 10.130













                                     WARRANT
                           To Purchase Common Stock of
                           THERMOVIEW INDUSTRIES, INC.



















                                Warrant No. W-__
                      No. of Shares of Common Stock: _____










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<PAGE>

THIS  WARRANT AND THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR ANY  APPLICABLE
STATE  SECURITIES  LAWS,  AND MAY NOT BE  TRANSFERRED IN VIOLATION OF THE ACT OR
SUCH LAWS,  THE RULES AND  REGULATIONS  UNDER THE ACT OR THE  PROVISIONS OF THIS
WARRANT.


No. of Shares of Common Stock: _____                            Warrant No.W-__

                                     WARRANT
                           To Purchase Common Stock of
                           THERMOVIEW INDUSTRIES, INC.

THIS  IS  TO  CERTIFY  THAT  ____________________________________or   registered
assigns,  is entitled,  at any time prior to the Expiration Date (as hereinafter
defined), to purchase from THERMOVIEW  INDUSTRIES,  INC., a Delaware corporation
("Company"),  680,000 shares of Common Stock (as hereinafter defined and subject
to adjustment as provided  herein),  in whole or in part,  including  fractional
parts,  at a purchase price of $0.28 per share,  all on the terms and conditions
and pursuant to the provisions hereinafter set forth.

I. DEFINITIONS

As used in this Warrant,  the following  terms have the respective  meanings set
forth below:

"Additional Shares of Common Stock" shall mean all shares of Common Stock issued
by Company after the date hereof, other than Warrant Stock.

"Business  Day" shall mean any day that is not a Saturday  or Sunday or a day on
which banks are required or permitted to be closed in the State of New York.

"Commission"  shall mean the  Securities  and Exchange  Commission  or any other
federal  agency  then   administering  the  Securities  Act  and  other  federal
securities laws.

"Common  Stock" shall mean (except where the context  otherwise  indicates)  the
common stock,  $.001 par value per share,  of Company as constituted on the date
hereof,  and any capital  stock into which such Common Stock may  thereafter  be
changed,  and shall also include (i) capital stock of Company of any other class
(regardless of how denominated)  issued to the holders of shares of Common Stock
upon any reclassification thereof which is also not preferred as to dividends or
assets  over any other  class of stock of  Company  and which is not  subject to
redemption  and (ii)  shares  of  common  stock of any  successor  or  acquiring
corporation  (as  defined in Section  4.8)  received  by or  distributed  to the
holders of Common Stock of Company in the circumstances  contemplated by Section
4.8.

"Convertible  Securities" shall mean evidences of indebtedness,  shares of stock
or other securities which are convertible into or exchangeable,  with or without
payment of additional  consideration in cash or property,  for Additional Shares

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<PAGE>

of Common Stock,  either  immediately or upon the occurrence of a specified date
or a specified event.

"Current  Market  Price" shall mean,  in respect of any share of Common Stock on
any date  herein  specified  the  average  of the  daily  market  prices  for 30
consecutive  Business Days commencing 45 days before such date. The daily market
price for each such Business Day shall be (i) the last sale price on such day on
the  principal  stock  exchange or NASDAQ Stock Market  ("NASDAQ") on which such
Common Stock is then listed or admitted to trading,  (ii) if no sale takes place
on such day on any such  exchange  or NASDAQ the  average  of the last  reported
closing  bid and  asked  prices  on such day as  officially  quoted  on any such
exchange or NASDAQ,  (iii) if the Common Stock is not then listed or admitted to
trading on any stock  exchange  or  NASDAQ,  the  average  of the last  reported
closing  bid and asked  prices on such day in the  over-the-counter  market,  as
furnished by the National  Association of Securities Dealers Automatic Quotation
System or the National Quotation Bureau,  Inc., (iv) if neither such corporation
at the time is engaged in the business of reporting such prices, as furnished by
any similar firm then engaged in such  business or (v) if there is no such firm,
as furnished by any member of the NASD selected mutually by the Majority Holders
and  Company or, if they cannot  agree upon such  selection,  as selected by two
such members of the NASD, one of which shall be selected by the Majority Holders
and one of which shall be selected by Company.

"Current Warrant Price" shall mean, in respect of a share of Common Stock at any
date  herein  specified,  the  price  at which a share of  Common  Stock  may be
purchased pursuant to this Warrant on such date.

"date hereof" shall mean June 20, 2003.

"Exchange  Act" shall mean the Securities  Exchange Act of 1934, as amended,  or
any similar  federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

"Exercise Period" shall mean the period during which this Warrant is exercisable
pursuant to Section 2.1.

"Expiration Date" shall mean March 22, 2013.

"Fully  Diluted  Outstanding"  shall mean,  when used with  reference  to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all  shares of Common  Stock  Outstanding  at such date and all shares of Common
Stock  issuable  in respect of this  Warrant  and other  options or  warrants to
purchase, or securities  convertible into, shares of Common Stock outstanding on
such date which would be deemed outstanding in accordance with GAAP for purposes
of determining book value or net income per share.

"GAAP" shall mean generally accepted accounting  principles in the United States
of America as from time to time in effect.

"GE  Capital"  shall  mean GE  Capital  Equity  Investments,  Inc.,  a  Delaware
corporation.

"Holder"  shall mean the Person in whose name the  Warrant  set forth  herein is
registered on the books of Company maintained for such purpose.

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<PAGE>

"Loan Agreement" shall mean that certain Loan Agreement,  dated as of August 31,
1998,  among  PNC  Bank,  National  Association,  and  Company  and  each of its
subsidiaries, as amended from time to time.

"Majority Holders" shall mean the holders of Warrants  exercisable for in excess
of 50% of the aggregate  number of shares of Common Stock then  purchasable upon
exercise of all Warrants, whether or not then exercisable.

"NASD" shall mean the National  Association of Securities Dealers,  Inc., or any
successor corporation thereto.

"Note"  shall mean any of (i) the Note (as  defined in the  Securities  Purchase
Agreement) and (ii) any Note (as defined in the Loan Agreement).

"Other Property" shall have the meaning set forth in Section 4.8.

"Outstanding"  shall mean, when used with reference to Common Stock, at any date
as of which the number of shares thereof is to be determined,  all issued shares
of Common  Stock,  except  shares  then  owned or held by or for the  account of
Company or any  subsidiary  thereof,  and shall  include all shares  issuable in
respect  of  outstanding  scrip  or  any  certificates  representing  fractional
interests in shares of Common Stock.

"Permitted  Issuances"  shall  mean  (i) the  existing  issued  and  outstanding
warrants  and stock  options  for the  purchase  of  shares  of Common  Stock or
existing  series of  preferred  stock,  (ii) the  issuance of  additional  stock
options to Company's  employees or directors for the purchase of up to 1,400,000
shares of Common  Stock and (iii) the  issuance  of shares of Common  Stock upon
exercise of the warrants and stock  options  referred to in clauses (i) and (ii)
or upon conversion of presently outstanding preferred stock of Company.

"Person" shall mean any individual,  sole proprietorship,  partnership,  limited
liability   company,   joint  venture,   trust,   unincorporated   organization,
association,  corporation,  institution,  public benefit corporation,  entity or
government  (whether  federal,  state,  county,  city,  municipal or  otherwise,
including,  without limitation,  any instrumentality,  division, agency, body or
department thereof).

"Restricted  Common Stock" shall mean shares of Common Stock which are, or which
upon their  issuance on the  exercise of this Warrant  would be,  evidenced by a
certificate bearing the restrictive legend set forth in Section 9.1(a).

"Securities  Act" shall mean the  Securities  Act of 1933,  as  amended,  or any
similar  federal  statute,  and the  rules  and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

"Securities  Purchase  Agreement" shall mean the Securities  Purchase  Agreement
dated July 8, 1999,  between  Company  and GE Capital,  as amended  from time to
time.

"Transfer"  shall mean any disposition of any Warrant or Warrant Stock or of any
interest in either  thereof,  which would  constitute a sale thereof  within the
meaning of the Securities Act.

"Transfer Notice" shall have the meaning set forth in Section 9.2.

                                      155
<PAGE>

"Warrants"  shall mean this  Warrant  and all  warrants  issued  upon  transfer,
division or combination  of, or in substitution  for, any thereof.  All Warrants
shall at all times be identical as to terms and conditions  and date,  except as
to the number of shares of Common Stock for which they may be exercised.

"Warrant Price" shall mean an amount equal to (i) the number of shares of Common
Stock being  purchased  upon  exercise of this Warrant  pursuant to Section 2.1,
multiplied by (ii) the Current Warrant Price as of the date of such exercise.

"Warrant  Stock" shall mean the shares of Common Stock  purchased by the holders
of the Warrants upon the exercise thereof.

II. EXERCISE OF WARRANT

2.1  Manner of Exercise. From and after the Date hereof and until 5:00 P.M., New
     York time, on the Expiration Date, Holder may exercise this Warrant, on any
     Business  Day,  for all or any part of the number of shares of Common Stock
     purchasable hereunder.

In order to exercise this Warrant,  in whole or in part, Holder shall deliver to
Company at its principal office at 5611 Fern Valley Road,  Louisville,  Kentucky
40228 or at the office or agency  designated by Company  pursuant to Section 12,
(i) a written notice of Holder's election to exercise this Warrant, which notice
shall  specify  the number of shares of Common  Stock to be  purchased  and (ii)
payment of the Warrant Price;  provided that promptly following exercise of this
Warrant,  Holder  shall  deliver to Company this  Warrant.  Such notice shall be
substantially in the form of the subscription  form appearing at the end of this
Warrant as Exhibit A, duly  executed  by Holder or its agent or  attorney.  Upon
receipt  thereof,  Company shall, as promptly as  practicable,  and in any event
within five (5) Business  Days  thereafter,  execute or cause to be executed and
deliver  or cause  to be  delivered  to  Holder a  certificate  or  certificates
representing  the aggregate  number of full shares of Common Stock issuable upon
such  exercise,  together  with  cash in lieu of any  fraction  of a  share,  as
hereinafter  provided.  The stock certificate or certificates so delivered shall
be, to the extent possible, in such denomination or denominations as such Holder
shall  request in the notice and shall be  registered  in the name of Holder or,
subject to Section 9, such other name as shall be designated in the notice. This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other Person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the notice, together with
the cash or check or checks,  is received by Company as described  above and all
taxes  required to be paid by Holder,  if any,  pursuant to Section 2.2 prior to
the  issuance  of such shares have been paid.  If this  Warrant  shall have been
exercised in part,  Company shall, at the time of delivery of the certificate or
certificates  representing  Warrant  Stock,  deliver  to  Holder  a new  Warrant
evidencing  the rights of Holder to purchase  the  unpurchased  shares of Common
Stock called for by this Warrant,  which new Warrant shall in all other respects
be  identical  with this  Warrant,  or, at the  request of  Holder,  appropriate
notation  may be  made  on  this  Warrant  and  the  same  returned  to  Holder.
Notwithstanding  any  provision  herein to the  contrary,  Company  shall not be
required to register  shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Stock  otherwise  than in  accordance  with this
Warrant.

                                      156
<PAGE>

Payment of the  Warrant  Price  shall be made at the option of the Holder by (i)
certified or official bank check, (ii) transfer of immediately  available funds,
(iii) by the surrender of any Note and  evidencing the loan made pursuant to the
Securities  Purchase Agreement or the Loan Agreement and/or (iv) by the Holder's
surrender to Company of that number of shares of Warrant  Stock (or the right to
receive  such number of shares) or shares of Common  Stock  having an  aggregate
Current Market Price equal to or greater than the Current  Warrant Price for all
shares then being  purchased  (including  those being  surrendered)  or (iv) any
combination thereof, duly endorsed by or accompanied by appropriate  instruments
of transfer duly executed by Holder or by Holder's  attorney duly  authorized in
writing. For the purposes of making payment of the Warrant Price, any Note shall
have a value equal to 100% of the  principal  amount  thereof  plus  accrued and
unpaid  interest  thereon to the date of  surrender in respect of payment of the
Warrant Price.

If a Holder  surrenders  any Note having an  aggregate  value which  exceeds the
aggregate  Warrant  Price,  the portion of such  surrendered  value equal to the
integral multiple of $500 which is next higher than such aggregate Warrant Price
shall be applied to the payment of the Warrant  Price and Company  shall pay the
Holder an amount in cash equal to the excess (if any) of such integral  multiple
over the Warrant Price. A new Note shall be issued in the principal amount equal
to that portion of such surrendered  principal amount not applied to the Warrant
Price and not paid in cash to the Holder. If the Holder surrenders any Note, the
Holder  shall  specify the portion of the value of such  surrendered  Note to be
applied toward the Warrant Price.

     2.2.  Payment  of  Taxes.  All  shares of Common  Stock  issuable  upon the
exercise of this Warrant  pursuant to the terms hereof shall be validly  issued,
fully paid and  nonassessable and without any preemptive  rights.  Company shall
pay all  expenses  in  connection  with,  and all taxes  and other  governmental
charges  that may be imposed  with  respect to, the issue or  delivery  thereof,
unless  such tax or charge is  imposed  by law upon  Holder,  in which case such
taxes or  charges  shall  be paid by  Holder.  Company  shall  not be  required,
however,  to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any  certificate  for shares of Common  Stock  issuable
upon exercise of this Warrant in any name other than that of Holder, and in such
case  Company  shall not be required  to issue or deliver any stock  certificate
until such tax or other charge has been paid or it has been  established  to the
satisfaction of Company that no such tax or other charge is due.

     2.3. Fractional Shares. Company shall not be required to issue a fractional
share of Common  Stock upon  exercise of any  Warrant.  As to any  fraction of a
share  which the  Holder of one or more  Warrants,  the rights  under  which are
exercised in the same transaction,  would otherwise be entitled to purchase upon
such  exercise,  Company  shall pay a cash  adjustment  in respect of such final
fraction in an amount equal to the same fraction of the Current Market Price per
share of Common Stock on the date of exercise,  if there is a public  market for
the Common  Stock,  or the fair market value thereof as determined in good faith
by the Board of Directors of Company.

     2.4.  Continued Validity A holder of shares of Common Stock issued upon the
exercise of this Warrant,  in whole or in part (other than a holder who acquires
such shares after the same have been publicly  sold  pursuant to a  Registration

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<PAGE>

Statement  under the  Securities  Act or sold pursuant to Rule 144  thereunder),
shall continue to be entitled with respect to such shares to all rights to which
it would  have been  entitled  as  Holder  under  Sections  9, 10 and 18 of this
Warrant. Company will, at the time of each exercise of this Warrant, in whole or
in part,  upon the  request of the holder of the shares of Common  Stock  issued
upon  such  exercise  hereof,   acknowledge  in  writing,   in  form  reasonably
satisfactory to such holder, its continuing  obligation to afford to such holder
all such rights;  provided,  however, that if such holder shall fail to make any
such request, such failure shall not affect the continuing obligation of Company
to afford to such holder all such rights.

III. TRANSFER, DIVISION AND COMBINATION

     3.1.  Transfer.  Subject to  compliance  with  Section 9,  transfer of this
Warrant and all rights  hereunder,  in whole or in part,  shall be registered on
the books of Company to be maintained  for such purpose,  upon surrender of this
Warrant at the  principal  office of Company  referred  to in Section 2.1 or the
office or agency  designated by Company  pursuant to Section 12, together with a
written assignment of this Warrant substantially in the form of Exhibit B hereto
duly executed by Holder or its agent or attorney and funds sufficient to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required, such payment, Company shall, subject to Section 9, execute and
deliver a new Warrant or Warrants in the name of the assignee or  assignees  and
in the denomination specified in such instrument of assignment,  and shall issue
to the  assignor a new Warrant  evidencing  the  portion of this  Warrant not so
assigned,  and this Warrant shall promptly be cancelled.  A Warrant, if properly
assigned in compliance  with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new Warrant issued.

     3.2.  Division and  Combination.  Subject to Section 9, this Warrant may be
divided  or  combined  with  other  Warrants  upon  presentation  hereof  at the
aforesaid office or agency of Company, together with a written notice specifying
the names and  denominations  in which new Warrants are to be issued,  signed by
Holder or its agent or attorney. Subject to compliance with Section 3.1 and with
Section  9,  as to any  transfer  which  may be  involved  in such  division  or
combination,  Company  shall  execute  and  deliver a new Warrant or Warrants in
exchange  for the Warrant or  Warrants  to be divided or combined in  accordance
with such notice.

     3.3. Expenses.  Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 3.

     3.4.  Maintenance of Books.  Company  agrees to maintain,  at its aforesaid
office or agency, books for the registration and the registration of transfer of
the Warrants.

IV.  ADJUSTMENTS

The number of shares of Common Stock for which this Warrant is  exercisable,  or
the price at which such shares may be purchased  upon  exercise of this Warrant,
shall be subject to adjustment from time to time as set forth in this Section 4.

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<PAGE>

Company  shall  give  each  Holder  notice of any event  described  below  which
requires an adjustment  pursuant to this Section 4 at the time of such event.

     4.1. Stock Dividends, Subdivisions and Combinations. If at any time Company
shall:

     (a) take a record of the  holders  of its Common  Stock for the  purpose of
entitling  them to  receive a dividend  payable  in, or other  distribution  of,
Additional Shares of Common Stock,

     (b) subdivide its  outstanding  shares of Common Stock into a larger number
of shares of Common Stock, or

     (c) combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock,  then (i) the number of shares of Common Stock for which
this Warrant is exercisable  immediately  after the occurrence of any such event
shall be adjusted  to equal the number of shares of Common  Stock which a record
holder of the same  number of shares of Common  Stock for which this  Warrant is
exercisable  immediately  prior to the  occurrence of such event would own or be
entitled to receive  after the  happening  of such  event,  and (ii) the Current
Warrant  Price  shall  be  adjusted  to  equal  (A) the  Current  Warrant  Price
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares for which this Warrant is exercisable immediately after such adjustment.

     4.2.  Certain  Other  Distributions.  If at any time  Company  shall take a
record of the holders of its Common Stock for the purpose of  entitling  them to
receive any dividend or other distribution of:

     (a) cash,

     (b) any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature  whatsoever  (other than cash,  Convertible
Securities or Additional Shares of Common Stock), or

     (c) any warrants or other rights to subscribe for or purchase any evidences
of its indebtedness, any shares of its stock or any other securities or property
of any nature whatsoever (other than cash,  Convertible Securities or Additional
Shares of Common Stock),  then Holder shall be entitled to receive such dividend
or distribution as if Holder had exercised the Warrant.  A  reclassification  of
the Common Stock (other than a change in par value,  or from par value to no par
value or from no par value to par value) into shares of Common  Stock and shares
of any other  class of stock  shall be deemed a  distribution  by Company to the
holders of its Common  Stock of such shares of such other class of stock  within
the meaning of this Section 4.2 and, if the  outstanding  shares of Common Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4.1.

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4.3.       Issuance of Additional Shares of Common Stock.

     (a) If at any time Company shall (except as hereinafter  provided) issue or
sell any Additional Shares of Common Stock, other than Permitted  Issuances,  in
exchange for  consideration  in an amount per  Additional  Share of Common Stock
less than the Current Warrant Price at the time the Additional  Shares of Common
Stock are issued,  then (i) the Current Warrant Price as to the number of shares
for which this Warrant is exercisable  prior to such adjustment shall be reduced
to a price  determined  by  dividing  (A) an amount  equal to the sum of (x) the
number of shares of Common Stock Outstanding  immediately prior to such issue or
sale  multiplied  by the  then  existing  Current  Warrant  Price,  plus (y) the
consideration,  if any,  received by Company upon such issue or sale, by (B) the
total number of shares of Common Stock Outstanding  immediately after such issue
or sale; and (ii) the number of shares of Common Stock for which this Warrant is
exercisable  shall be adjusted to equal the product  obtained by multiplying the
Current Warrant Price in effect  immediately  prior to such issue or sale by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to such issue or sale and dividing the product thereof by the
Current  Warrant Price resulting from the adjustment made pursuant to clause (i)
above.

     (b) If at any time Company shall (except as hereinafter  provided) issue or
sell any Additional Shares of Common Stock, other than Permitted Issuances,  for
consideration  in an amount per  Additional  Share of Common Stock less than the
Current  Market  Price at a time when  there is a public  market  for the Common
Stock,  then (i) the number of shares of Common  Stock for which this Warrant is
exercisable  shall be adjusted to equal the product  obtained by multiplying the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately prior to such issue or sale by a fraction (A) the numerator of which
shall be the number of shares of Common Stock Outstanding immediately after such
issue or sale, and (B) the denominator of which shall be the number of shares of
Common Stock Outstanding immediately prior to such issue or sale plus the number
of  shares  which  the  aggregate  offering  price of the  total  number of such
Additional  Shares of Common  Stock would  purchase at the then  Current  Market
Price;  and (ii) the Current  Warrant Price as to the number of shares for which
this  Warrant is  exercisable  prior to such  adjustment  shall be  adjusted  by
multiplying  such Current Warrant Price by a fraction (X) the numerator of which
shall be the number of shares for which this Warrant is exercisable  immediately
prior to such  issue  or sale;  and (Y) the  denominator  of which  shall be the
number of shares of Common  Stock  purchasable  immediately  after such issue or
sale.

     (c) If at any time Company (except as hereinafter  provided) shall issue or
sell any Additional Shares of Common Stock, other than Permitted  Issuances,  in
exchange for  consideration  in an amount per Additional  Shares of Common Stock
which is less than the  Current  Warrant  Price  and  Current  Market  Price (as
defined above) at the time the Additional Shares of Common Stock are issued, the
adjustment  required  under  Section  4.3 shall be made in  accordance  with the
formula in paragraph (a) or (b) above which results in the lower Current Warrant
Price  following  such  adjustment.  The provisions of paragraphs (a) and (b) of
this Section 4.3 shall not apply to any issuance of Additional  Shares of Common
Stock  for  which  an  adjustment  is  provided  under  Section  4.1 or 4.2.  No
adjustment  of the number of shares of Common Stock for which this Warrant shall
be exercisable shall be made under paragraph (a) or (b) of this Section 4.3 upon

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the issuance of any Additional  Shares of Common Stock which are issued pursuant
to the  exercise of any  warrants or other  subscription  or purchase  rights or
pursuant to the exercise of any conversion or exchange rights in any Convertible
Securities,  if any such  adjustment  shall  previously  have been made upon the
issuance  of such  warrants  or  other  rights  or  upon  the  issuance  of such
Convertible  Securities  (or upon the  issuance of any  warrant or other  rights
therefor) pursuant to Section 4.4 or Section 4.5.

     4.4.  Issuance of Warrants or Other  Rights.  If at any time Company  shall
take a record of the holders of its Common  Stock for the  purpose of  entitling
them to receive a distribution  of, or shall in any manner (whether  directly or
by assumption in a merger in which Company is the surviving  corporation)  issue
or  sell,  any  warrants  or other  rights  to  subscribe  for or  purchase  any
Additional Shares of Common Stock or any Convertible Securities,  whether or not
the rights to exchange or convert  thereunder are immediately  exercisable,  and
the price per share for which Common Stock is issuable upon the exercise of such
warrants or other  rights or upon  conversion  or  exchange of such  Convertible
Securities  shall be less than the Current  Warrant Price or the Current  Market
Price,  at a time when there is a public market price for the Common  Stock,  in
effect  immediately  prior to the time of such issue or sale, then the number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Current
Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the
maximum  number of Additional  Shares of Common Stock  issuable  pursuant to all
such warrants or other rights or necessary to effect the  conversion or exchange
of all such  Convertible  Securities  shall be deemed to have  been  issued  and
outstanding   and  Company   shall  be  deemed  to  have  received  all  of  the
consideration  payable therefor,  if any, as of the date of the issuance of such
warrants or other rights. No further adjustments of the Current Warrant Price or
the number of shares of Common Stock for which this Warrant is  exercisable  and
the Current  Warrant  Price  shall be made upon the actual  issue of such Common
Stock or of such Convertible  Securities upon exercise of such warrants or other
rights or upon the actual  issue of such Common  Stock upon such  conversion  or
exchange of such Convertible Securities.

     4.5 Issuance of Convertible Securities. If at any time Company shall take a
record of the holders of its Common Stock for the purpose of  entitling  them to
receive  a  distribution  of, or shall in any  manner  (whether  directly  or by
assumption in a merger in which Company is the surviving  corporation)  issue or
sell,  any  Convertible  Securities,  whether or not the rights to  exchange  or
convert  thereunder  are  immediately  exercisable,  and the price per share for
which Common Stock is issuable upon such  conversion  or exchange  shall be less
than the Current Warrant Price or the Current Market Price, at a time when there
is a public market price for the Common Stock,  in effect  immediately  prior to
the time of such issue or sale,  then the  number of shares of Common  Stock for
which  this  Warrant is  exercisable  and the  Current  Warrant  Price  shall be
adjusted as  provided  in Section  4.3 on the basis that the  maximum  number of
Additional Shares of Common Stock necessary to effect the conversion or exchange
of all such  Convertible  Securities  shall be deemed to have  been  issued  and
outstanding  and Company  shall have received all of the  consideration  payable
therefore, if any, as of the date of issuance of such Convertible Securities. No
adjustment  of the number of shares of Common  Stock for which  this  Warrant is
exercisable  and the Current  Warrant Price shall be made under this Section 4.5
upon the issuance of any Convertible Securities which are issued pursuant to the
exercise of any warrants or other subscription or purchase rights therefore,  if

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any such  adjustment  shall  previously have been made upon the issuance of such
warrants or other rights pursuant to Section 4.4. No further  adjustments of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current  Warrant  Price shall be made upon the actual issue of such Common Stock
upon conversion or exchange of such Convertible  Securities and, if any issue or
sale of such  Convertible  Securities  is made upon  exercise  of any warrant or
other right to subscribe for or to purchase any such Convertible  Securities for
which adjustments of the number of shares of Common Stock for which this Warrant
is  exercisable  and  the  Current  Warrant  Price  have  been or are to be made
pursuant to other  provisions of this Section 4, no further  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price shall be made by reason of such issue or sale.

     4.6.  Superseding  Adjustment.  If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current  Warrant  Price shall have been made  pursuant to Section 4.4 or Section
4.5 as the result of any issuance of warrants, rights or Convertible Securities,

     (a) such warrants or rights, or the right of conversion or exchange in such
other  Convertible  Securities,  shall  expire,  and  all or a  portion  of such
warrants or rights,  or the right of  conversion or exchange with respect to all
or a portion of such other Convertible Securities, as the case may be, shall not
have been exercised, or

     (b) the  consideration  per  share for  which  shares  of Common  Stock are
issuable  pursuant  to such  warrants  or  rights,  or the  terms of such  other
Convertible  Securities,  shall be  increased  solely by  virtue  of  provisions
therein contained for an automatic increase in such consideration per share upon
the occurrence of a specified date or event,  then for each outstanding  Warrant
such  previous  adjustment  shall be rescinded  and annulled and the  Additional
Shares of Common  Stock  which were  deemed to have been issued by virtue of the
computation  made in  connection  with the  adjustment so rescinded and annulled
shall no longer be  deemed  to have been  issued by virtue of such  computation.
Thereupon, a recomputation shall be made of the effect of such rights or options
or other Convertible Securities on the basis of

     (c)  treating  the  number of  Additional  Shares of Common  Stock or other
property,  if any,  theretofore  actually  issued or  issuable  pursuant  to the
previous exercise of any such warrants or rights or any such right of conversion
or exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and

     (d)  treating  any such  warrants  or rights or any such other  Convertible
Securities  which  then  remain  outstanding  as having  been  granted or issued
immediately  after the time of such increase of the  consideration per share for
which shares of Common Stock or other  property are issuable under such warrants
or rights or other  Convertible  Securities;  whereupon a new  adjustment of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current  Warrant Price shall be made,  which new adjustment  shall supersede the
previous adjustment so rescinded and annulled.

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     4.7. Other  Provisions  Applicable to Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this Section 4:

     (a) Computation of Consideration.  To the extent that any Additional Shares
of Common Stock or any Convertible Securities or any warrants or other rights to
subscribe  for  or  purchase  any  Additional  Shares  of  Common  Stock  or any
Convertible Securities shall be issued for cash consideration, the consideration
received  by  Company  therefore  shall be the  amount of the cash  received  by
Company therefore,  or, if such Additional Shares of Common Stock or Convertible
Securities are offered by Company for subscription,  the subscription price, or,
if such Additional Shares of Common Stock or Convertible  Securities are sold to
underwriters or dealers for public offering without a subscription offering, the
initial public offering price (in any such case  subtracting any amounts paid or
receivable  for accrued  interest or accrued  dividends and without  taking into
account any compensation,  discounts or expenses paid or incurred by Company for
and in the  underwriting  of, or  otherwise  in  connection  with,  the issuance
thereof).  To the extent that such issuance shall be for a  consideration  other
than cash, then, except as herein otherwise  expressly  provided,  the amount of
such consideration shall be deemed to be the fair value of such consideration at
the time of such  issuance as determined in good faith by the Board of Directors
of Company.  In case any  Additional  Shares of Common Stock or any  Convertible
Securities  or any warrants or other rights to  subscribe  for or purchase  such
Additional  Shares of Common Stock or Convertible  Securities shall be issued in
connection with any merger in which Company issues any securities, the amount of
consideration  therefore  shall be deemed to be the fair value, as determined in
good faith by the Board of Directors  of Company,  of such portion of the assets
and business of the non-surviving  corporation as such Board in good faith shall
determine  to be  attributable  to  such  Additional  Shares  of  Common  Stock,
Convertible  Securities,  warrants  or other  rights,  as the  case may be.  The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other  rights to  subscribe  for or  purchase  the same shall be the
consideration received by Company for issuing such warrants or other rights plus
the additional  consideration  payable to Company upon exercise of such warrants
or other rights.  The  consideration  for any Additional  Shares of Common Stock
issuable  pursuant  to the  terms  of any  Convertible  Securities  shall be the
consideration  received  by Company  for  issuing  warrants  or other  rights to
subscribe for or purchase such Convertible  Securities,  plus the  consideration
paid or payable to Company in respect of the  subscription  for or  purchase  of
such Convertible Securities, plus the additional consideration,  if any, payable
to Company  upon the  exercise  of the right of  conversion  or exchange in such
Convertible  Securities.  In case of the issuance at any time of any  Additional
Shares of Common Stock or Convertible  Securities in payment or  satisfaction of
any dividends upon any class of stock other than Common Stock,  Company shall be
deemed  to  have  received  for  such  Additional  Shares  of  Common  Stock  or
Convertible  Securities a consideration  equal to the amount of such dividend so
paid or satisfied.

     (b) When Adjustments to Be Made. The adjustments required by this Section 4
shall  be  made  whenever  and as  often  as any  pecified  event  requiring  an

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adjustment  shall occur,  except that any  adjustment of the number of shares of
Common  Stock for which this  Warrant is  exercisable  that would  otherwise  be
required may be postponed (except in the case of a subdivision or combination of
shares of Common  Stock,  as provided  for in Section 4.1) up to, but not beyond
the  date  of  exercise  if such  adjustment  either  by  itself  or with  other
adjustments  not previously made adds or subtracts less than 1% of the shares of
Common  Stock for which this  Warrant is  exercisable  immediately  prior to the
making of such  adjustment;  provided that Company shall promptly provide Holder
with calculations,  in reasonable detail, of any such adjustment. Any adjustment
representing  a change of less than such minimum  amount  (except as  aforesaid)
which is postponed shall be carried forward and made as soon as such adjustment,
together with other  adjustments  required by this Section 4 and not  previously
made, would result in a minimum  adjustment or on the date of exercise.  For the
purpose of any adjustment,  any specified event shall be deemed to have occurred
at the close of business on the date of its occurrence.

     (c) Fractional  Interests.  In computing  adjustments under this Section 4,
fractional  interests in Common Stock shall be taken into account to the nearest
1/10th of a share.

     (d) When  Adjustment  Not  Required.  If Company shall take a record of the
holders  of its Common  Stock for the  purpose  of  entitling  them to receive a
dividend  or   distribution  or  subscription  or  purchase  rights  and  shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

     (e) Escrow of Warrant Stock.  If after any property  becomes  distributable
pursuant to this  Section 4 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and Holder  exercises this Warrant,  any Additional  Shares of Common
Stock  issuable upon exercise by reason of such  adjustment  shall be deemed the
last shares of Common Stock for which this Warrant is exercised (notwithstanding
any other  provision to the contrary  herein) and such shares or other  property
shall be held in escrow for Holder by Company to be issued to Holder upon and to
the extent that the event actually takes place, upon payment of the then Current
Warrant Price.  Notwithstanding  any other provision to the contrary herein,  if
the event for which such record was taken fails to occur or is  rescinded,  then
such  escrowed  shares  shall be  cancelled  by Company  and  escrowed  property
returned.

     (f) Challenge to Good Faith Determination.  Whenever the Board of Directors
of Company shall be required to make a  determination  in good faith of the fair
value of any item under this Section 4, such  determination may be challenged in
good faith by the  Majority  Holders,  and any  dispute  shall be resolved by an
investment banking firm of recognized  national standing selected by Company and
acceptable to the Majority Holders.

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     4.8. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case Company shall reorganize its capital,  reclassify its capital
stock,  consolidate or merge with or into another  corporation (where Company is
not the  surviving  corporation  or  entity  or where  there  is a change  in or
distribution with respect to the Common Stock of Company),  or sell, transfer or
otherwise dispose of all or substantially  all its property,  assets or business
to  another   corporation  or  entity  and,   pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets,  shares of common stock of the  successor or  acquiring  corporation  or
entity,  or any cash,  shares of stock or other  securities  or  property of any
nature whatsoever  (including warrants or other subscription or purchase rights)
in  addition  to or in  lieu of  common  stock  of the  successor  or  acquiring
corporation  ("Other  Property"),  are to be received by or  distributed  to the
holders  of Common  Stock of  Company,  then each  Holder  shall  have the right
thereafter to receive,  upon  exercise of such Warrant,  the number of shares of
common stock of the successor or acquiring  corporation or entity or of Company,
if it is the surviving corporation or entity, and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the  successor  or  acquiring  corporation  or entity (if other than
Company) shall expressly assume the due and punctual  observance and performance
of each and every  covenant and  condition  of this Warrant to be performed  and
observed by Company and all the obligations and liabilities  hereunder,  subject
to such  modifications as may be deemed appropriate (as determined by resolution
of the Board of  Directors  of Company) in order to provide for  adjustments  of
shares of Common Stock for which this Warrant is  exercisable  which shall be as
nearly equivalent as practicable to the adjustments provided for in this Section
4. For purposes of this Section 4.8, "common stock of the successor or acquiring
corporation or entity" shall include stock of such  corporation or entity of any
class which is not  preferred  as to dividends or assets over any other class of
stock of such  corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock,  either  immediately or
upon the arrival of a specified  date or the happening of a specified  event and
any warrants or other rights to  subscribe  for or purchase any such stock.  The
foregoing  provisions  of this Section 4.8 shall  similarly  apply to successive
reorganizations,  reclassifications,  mergers, consolidations or dispositions of
assets.

     4.9. Certain Limitations.  Notwithstanding anything herein to the contrary,
Company  agrees  not to enter  into any  transaction  which,  by  reason  of any
adjustment hereunder,  would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

V. NOTICES TO WARRANT HOLDERS

     5.1. Notice of  Adjustments.  Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common  Stock may be  purchased  upon  exercise of the  Warrants,  shall be
adjusted pursuant to Section 4, Company shall forthwith prepare a certificate to
be  executed  by the chief  financial  officer  of  Company  setting  forth,  in

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reasonable  detail,  the event  requiring the adjustment and the method by which
such  adjustment was  calculated  (including a description of the basis on which
the Board of Directors of Company  determined the fair value of any evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription  or  purchase  rights  referred  to  in  Section  4.2  or  4.7(a)),
specifying  the  number  of shares of Common  Stock for which  this  Warrant  is
exercisable  and (if such  adjustment  was made  pursuant to Section 4.7 or 4.8)
describing  the number and kind of any other  shares of stock or Other  Property
for which this Warrant is  exercisable,  and any change in the purchase price or
prices thereof,  after giving effect to such adjustment or change. Company shall
promptly cause a signed copy of such  certificate to be delivered to each Holder
in  accordance  with Section  18.2.  Company  shall keep at its office or agency
designated  pursuant to Section 12 copies of all such certificates and cause the
same to be available for inspection at said office during normal  business hours
by any Holder or any prospective  purchaser of a Warrant  designated by a Holder
thereof.

     5.2. Notice of Corporate Action. If at any time

     (a) Company  shall take a record of the holders of its Common Stock for the
purpose of entitling  them to receive a dividend or other  distribution,  or any
right to subscribe for or purchase any evidences of its indebtedness, any shares
of stock of any class or any other  securities  or  property,  or to receive any
other right, or

     (b)  there  shall  be  any   capital   reorganization   of   Company,   any
reclassification  or  recapitalization  of the  capital  stock of Company or any
consolidation  or  merger  of  Company  with,  or any  sale,  transfer  or other
disposition  of all or  substantially  all the  property,  assets or business of
Company to, another corporation, or

     (c) there shall be a voluntary or involuntary  dissolution,  liquidation or
winding up of Company;

then,  in any one or more of such  cases,  Company  shall  give to Holder (i) at
least  30  days'  prior  written  notice  (or  in  the  case  of an  involuntary
dissolution, as soon as practicable) of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up and (ii) in the case of any such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least 30 days' prior written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the last address of Holder appearing on the books of Company and delivered in
accordance with Section 18.2.

VI. NO IMPAIRMENT

Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary or  appropriate  to protect the rights of Holder  against  impairment.
Without limiting the generality of the foregoing,  Company will (a) not increase
the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the amount payable therefor upon such exercise  immediately  prior
to such  increase in par value,  (b) take all such action as may be necessary or
appropriate  in order that Company may validly and legally  issue fully paid and
nonassessable  shares of Common Stock upon the exercise of this Warrant, and (c)
use its best efforts to obtain all such  authorizations,  exemptions or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable  Company to perform  its  obligations  under  this  Warrant.  Upon the
request of Holder,  Company  will at any time during the period this  Warrant is
outstanding  acknowledge  in  writing,  in  form  satisfactory  to  Holder,  the
continuing validity of this Warrant and the obligations of Company hereunder.

VII.  RESERVATION  AND  AUTHORIZATION  OF  COMMON  STOCK;  REGISTRATION  WITH OR
APPROVAL OF ANY GOVERNMENTAL AUTHORITY

From and after the date  hereof,  Company  shall at all times  reserve  and keep
available for issue upon the exercise of Warrants such number of its  authorized
but unissued shares of Common Stock as will be sufficient to permit the exercise
in full of all outstanding  Warrants.  All shares of Common Stock which shall be
so issuable,  when issued upon exercise of any Warrant and payment  therefore in
accordance with the terms of such Warrant,  shall be duly and validly issued and
fully paid and non-assessable, and not subject to preemptive rights.

Before  taking any action which would cause an  adjustment  reducing the Current
Warrant  Price below the then par value,  if any, of the shares of Common  Stock
issuable upon exercise of the Warrants,  Company shall take any corporate action
which may be necessary in order that Company may validly and legally issue fully
paid and  non-assessable  shares of such Common Stock at such  adjusted  Current
Warrant Price.

Before  taking any action which would result in an  adjustment  in the number of
shares of Common Stock for which this Warrant is  exercisable  or in the Current
Warrant  Price,  Company  shall  obtain all such  authorizations  or  exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

If any shares of Common Stock required to be reserved for issuance upon exercise
of  Warrants  require   registration  or  qualification  with  any  governmental
authority  or other  governmental  approval or filing under any federal or state

                                      167
<PAGE>

law  (otherwise  than as  provided  in Section 9) before  such  shares may be so
issued,  Company will in good faith and as  expeditiously as possible and at its
expense endeavor to cause such shares to be duly registered.

VIII. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

In the case of all dividends or other distributions by Company to the holders of
its Common Stock with respect to which any  provision of Section 4 refers to the
taking of a record of such  holders,  Company will in each such case take such a
record and will take such record as of the close of business on a Business  Day.
Company will not at any time, except upon dissolution, liquidation or winding up
of Company,  close its stock transfer  books or Warrant  transfer books so as to
result in preventing or delaying the exercise or transfer of any Warrant.

IX. RESTRICTIONS ON TRANSFERABILITY

The Warrants and the Warrant  Stock shall not be  transferred,  hypothecated  or
assigned before  satisfaction of the conditions  specified in this Section 9 and
in no case in violation of applicable  provisions of the Securities Act. Holder,
by  acceptance  of this  Warrant,  agrees to be bound by the  provisions of this
Section 9.

9.1. Restrictive Legend.

     (a) Except as otherwise  provided in this Section 9, each  certificate  for
Warrant  Stock  initially  issued upon the  exercise of this  Warrant,  and each
certificate  for Warrant Stock issued to any  subsequent  transferee of any such
certificate,   shall  be  stamped  or  otherwise  imprinted  with  a  legend  in
substantially the following form:

          "The shares  represented by this  certificate have not been registered
     under the  Securities  Act of 1933,  as amended,  or any  applicable  state
     securities  laws, and are subject to the conditions  specified in a certain
     Warrant dated June 30, 2003,  originally  issued by THERMOVIEW  INDUSTRIES,
     INC. No transfer of the shares  represented  by this  certificate  shall be
     valid or effective until such conditions have been fulfilled. A copy of the
     form  of  said  Warrant  is  on  file  with  the  Secretary  of  THERMOVIEW
     INDUSTRIES,  INC. The holder of this  certificate,  by  acceptance  of this
     certificate, agrees to be bound by the provisions of such Warrant."

     (b) Except as otherwise  provided in this Section 9, each Warrant  shall be
stamped or otherwise  imprinted  with a legend in  substantially  the  following
form:

          "This  Warrant  and the  securities  represented  hereby have not been
     registered under the Securities Act of 1933, as amended (the "Act"), or any
     applicable  state  securities laws, and may not be transferred in violation
     of the Act or such  laws,  the rules and  regulations  under the Act or the
     provisions of this Warrant."

                                      168
<PAGE>

     9.2.  Registration  Rights The  Warrants  and the  Warrant  Stock  issuable
pursuant to this Warrant shall constitute "Warrant Stock" under and as described
in the Warrant to purchase 1,666,028 Shares of Common Stock of the Company dated
as of July 8, 1999, as such Warrant may be amended,  modified,  supplemented  or
restated  from  time to time,  and shall  have all of the  rights  and  benefits
described in Sections 9.2 through 9.7 therein;  provided,  however, that Company
shall not be  required to effect any  registration  of Warrant  Stock  issued or
issuable  upon  exercise  of this  Warrant  until  the  earlier  to occur of (i)
December 31, 2002 and (ii) the date on which  Company shall again be eligible to
file a registration statement on Form S-3 (or other comparable short form) under
the Securities Act.

     9.3. Termination of Restrictions.  Notwithstanding the foregoing provisions
of Section 9, the restrictions  imposed by this Section upon the transferability
of the Warrants,  the Warrant Stock and the  Restricted  Common Stock (or Common
Stock issuable upon the exercise of the Warrants) and the legend requirements of
Section 9.1 shall  terminate  as to any  particular  Warrant or share of Warrant
Stock or Restricted  Common Stock (or Common Stock issuable upon the exercise of
the Warrants) (i) when and so long as such security shall have been  effectively
registered  under the  Securities  Act and disposed of pursuant  thereto or (ii)
when Company shall have received an opinion of counsel  reasonably  satisfactory
to it that such shares may be transferred without registration thereof under the
Securities Act.  Whenever the restrictions  imposed by Section 9 shall terminate
as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled
to receive from Company,  at the expense of Company,  a new Warrant  bearing the
following legend in place of the restrictive legend set forth hereon:

               "THE  RESTRICTIONS  ON  TRANSFERABILITY  OF  THE  WITHIN  WARRANT
          CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________,  AND ARE OF NO
          FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder  thereof  shall be entitled  to receive  from
Company, at Company's expense, a new certificate  representing such Common Stock
not bearing the restrictive legend set forth in Section 9.1(a).

     9.4.  Listing on Securities  Exchange.  If Company shall list any shares of
Common Stock on any securities exchange,  it will, at its expense, list thereon,
maintain  and,  when  necessary,  increase such listing of, all shares of Common
Stock  issued  or, to the extent  permissible  under the  applicable  securities
exchange rules, issuable upon the exercise of this Warrant so long as any shares
of Common Stock shall be so listed during any such Exercise Period.

     9.5. Certain Limitations on Registration Rights.  Notwithstanding the other
provisions of Section 9:

                                      169
<PAGE>

               (i) Company  shall not be obligated to register the Warrant Stock
          of any  holder if, in the  opinion  of  counsel to Company  reasonably
          satisfactory  to the holder  and its  counsel  (or,  if the holder has
          engaged an investment  banking firm, to such  investment  banking firm
          and its  counsel),  the sale or  other  disposition  of such  holder's
          Warrant  Stock,  in the  manner  proposed  by such  holder (or by such
          investment  banking firm),  may be effected  without  registering such
          Warrant Stock under the Securities Act; and

               (ii) Company shall not be obligated to register the Warrant Stock
          of  any  holder  pursuant  to  Section  9.3,  if  Company  has  had  a
          registration  statement,  under  which such holder had a right to have
          its Warrant Stock included  pursuant to Sections 9.3 or 9.4,  declared
          effective  within six months prior to the date of the request pursuant
          to Section 9.3.

     9.6.  Selection  of Managing  Underwriters.  The  managing  underwriter  or
underwriters  for any  offering of Warrant  Stock to be  registered  pursuant to
Section 9.3 shall be  selected by the holders of a majority of the shares  being
so registered  (other than any shares being registered  pursuant to Section 9.4)
and shall be reasonably acceptable to Company.

X. SUPPLYING INFORMATION

Company  shall  cooperate  with  each  Holder of a  Warrant  and each  holder of
Restricted  Common  Stock in supplying  such  information  as may be  reasonably
necessary for such holder to complete and file any  information  reporting forms
presently  or  hereafter  required  by  the  Commission  as a  condition  to the
availability of an exemption from the Securities Act for the sale of any Warrant
or Restricted Common Stock.

XI. LOSS OR MUTILATION

Upon receipt by Company from any Holder of evidence  reasonably  satisfactory to
it of the ownership of and the loss,  theft,  destruction  or mutilation of this
Warrant and indemnity  reasonably  satisfactory to it (it being  understood that
the written agreement of GE Capital shall be sufficient indemnity),  and in case
of mutilation upon surrender and cancellation  hereof,  Company will execute and
deliver in lieu hereof a new Warrant of like tenor to such  Holder;  provided in
the case of  mutilation,  no  indemnity  shall be  required  if this  Warrant in
identifiable form is surrendered to Company for cancellation.

XII. OFFICE OF COMPANY

As long as any of the Warrants  remain  outstanding,  Company shall  maintain an
office or agency (which may be the principal executive offices of Company) where
the Warrants may be presented for exercise,  registration of transfer,  division
or combination as provided in this Warrant.

XIII. FINANCIAL AND BUSINESS INFORMATION

     13.1. Quarterly  Information.  Company will deliver to each Holder, as soon
as practicable after the end of each of the first three quarters of Company, and
in any event within 45 days  thereafter,  one copy of an unaudited  consolidated

                                      170
<PAGE>

balance sheet of Company and its  subsidiaries  as at the close of such quarter,
and the related  unaudited  consolidated  statements of income and cash flows of
Company for such quarter and, in the case of the second and third quarters,  for
the portion of the fiscal year ending with such quarter,  setting forth for each
quarter in  comparative  form the figures for the  corresponding  periods in the
previous fiscal year. Such financial  statements shall be prepared by Company in
accordance  with GAAP and  accompanied by the  certification  of Company's chief
executive officer or chief financial officer that such financial  statements are
complete and correct and present  fairly the  consolidated  financial  position,
results of operations and cash flows of Company and its  subsidiaries  as at the
end of such quarter and for such year-to-date period, as the case may be.

     13.2.  Annual  Information.  Company will deliver to each Holder as soon as
practicable  after  the end of each  fiscal  year of  Company,  and in any event
within 90 days thereafter, one copy of:

               (i) an audited  consolidated  balance  sheet of  Company  and its
          subsidiaries as at the end of such year, and

               (ii) audited consolidated statements of income, retained earnings
          and cash flows of Company and its subsidiaries for such year;

setting forth in each case in comparative form the figures for the corresponding
periods in the previous  fiscal year, all prepared in accordance  with GAAP, and
which  audited  financial  statements  shall be  accompanied  by (i) an  opinion
thereon of the independent  certified public  accountants  regularly retained by
Company,  or any  other  "Big 5"  accounting  firm  (or any  successor  thereto)
selected  by  Company  and (ii) a report of such  independent  certified  public
accountants  confirming  any  adjustment  made pursuant to Section 4 during such
year.

     13.3. Filings. Company will file on or before the required date all regular
or periodic reports  (pursuant to the Exchange Act) with the Commission and will
deliver  to Holder  promptly  upon  their  becoming  available  one copy of each
report, notice or proxy statement sent by Company to its stockholders generally,
and of each regular or periodic  report  (pursuant to the Exchange  Act) and any
Registration   Statement,   prospectus  or  written  communication  (other  than
transmittal letters) (pursuant to the Securities Act), filed by Company with (i)
the Commission or (ii) any  securities  exchange on which shares of Common Stock
are listed.

XIV. [INTENTIONALLY OMITTED].

XV. [INTENTIONALLY OMITTED].

XVI. LIMITATION OF LIABILITY

No provision hereof, in the absence of affirmative action by Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges of
Holder hereof, shall give rise to any liability of such Holder for the purchase
price of any Common Stock or as a stockholder of Company, whether such liability
is asserted by Company or by creditors of Company. XVII. [INTENTIONALLY
OMITTED].

                                      171
<PAGE>

XVII. [INTENTIONALLY OMITTED].

XVIII. MISCELLANEOUS

     18.1. Nonwaiver and Expenses.  No course of dealing or any delay or failure
to exercise any right  hereunder on the part of Holder shall operate as a waiver
of such right or otherwise  prejudice  Holder's rights,  powers or remedies.  If
Company fails to make, when due, any payments  provided for hereunder,  or fails
to comply with any other provision of this Warrant,  Company shall pay to Holder
such amounts as shall be sufficient  to cover any costs and expenses  including,
but not limited to,  reasonable  attorneys'  fees,  including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights,  powers or remedies  hereunder.

     18.2. Notice Generally.  Any notice, demand,  request,  consent,  approval,
declaration,  delivery or other  communication  hereunder to be made pursuant to
the provisions of this Warrant shall be sufficiently given or made if in writing
and either  delivered in person with receipt  acknowledged or sent by registered
or certified mail, return receipt requested, postage prepaid, or by telecopy and
confirmed by telecopy answerback, addressed as follows:

               (a) If to any  Holder  or holder of  Warrant  Stock,  at its last
          known address  appearing on the books of Company  maintained  for such
          purpose.

               (b) If to Company at

                           ThermoView Industries, Inc.
                           5611 Fern Valley Road
                           Louisville, Kentucky  40228
                           Attention:  Charles L. Smith, Chief Executive Officer
                           Telecopy Number:  (502) 968-2020

                           with a copy to:

                           Stites & Harbison
                           400 West Market Street
                           Suite 1800
                           Louisville, Kentucky  40202
                           Attention:  Alex P. Herrington, Jr. (Mike)
                           Telecopy Number:  (502) 587-6391

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder shall
be  deemed to have  been  duly  given or served on the date on which  personally
delivered,  with  receipt  acknowledged,  telecopied  and  confirmed by telecopy
answerback,  or three (3) Business Days after the same shall have been deposited
in the United States mail.  Failure or delay in delivering copies of any notice,
demand, request, approval,  declaration,  delivery or other communication to the
person  designated  above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval,  declaration,  delivery
or other communication.

                                      172
<PAGE>

     18.3. Indemnification. Company agrees to indemnify and hold harmless Holder
from and against  any  liabilities,  obligations,  losses,  damages,  penalties,
actions,   judgments,  suits,  claims,  costs,  attorneys'  fees,  expenses  and
disbursements  of any kind which may be imposed  upon,  incurred  by or asserted
against Holder in any manner relating to or arising out of (i) Holder's exercise
of this  Warrant  and/or  ownership  of any  shares of Warrant  Stock  issued in
consequence  thereof or (ii) any  litigation  to which Holder is made a party in
its capacity as a stockholder of Company;  provided,  however, that Company will
not be liable hereunder to the extent that any liabilities, obligations, losses,
damages,  penalties,  actions, judgments, suits, claims, costs, attorneys' fees,
expenses  or  disbursements  are found in a final  non-appealable  judgment by a
court to have  resulted  from Holder's  gross  negligence,  bad faith or willful
misconduct in its capacity as a stockholder or warrantholder of Company.

     18.4.  Remedies.  Each holder of Warrant and Warrant Stock,  in addition to
being  entitled to exercise  all rights  granted by law,  including  recovery of
damages,  will be entitled to specific performance of its rights under Section 9
of this  Warrant.  Company  agrees that  monetary  damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of  Section 9 of this  Warrant  and  hereby  agrees to waive the  defense in any
action for specific performance that a remedy at law would be adequate.

     18.5. Successors and Assigns. Subject to the provisions of Sections 3.1 and
9, this  Warrant and the rights  evidenced  hereby shall inure to the benefit of
and be binding upon the  successors of Company and the successors and assigns of
Holder. The provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and, with respect to Section 9 hereof,
holders of Warrant Stock,  and shall be enforceable by any such Holder or holder
of Warrant Stock.

     18.6.  Amendment.  This  Warrant and all other  Warrants may be modified or
amended or the provisions  hereof waived with the written consent of Company and
the Majority  Holders,  provided that no such Warrant may be modified or amended
to  reduce  the  number of shares of  Common  Stock for which  such  Warrant  is
exercisable  or to increase the price at which such shares may be purchased upon
exercise of such Warrant  (before  giving  effect to any  adjustment as provided
therein) without the prior written consent of the Holder thereof.

     18.7. Severability. Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

     18.8.  Headings.  The headings used in this Warrant are for the convenience
of  reference  only and shall  not,  for any  purpose,  be deemed a part of this
Warrant.

     18.9.  Governing  Law.  This  Warrant  shall be governed by the laws of the
State of New York, without regard to the provisions thereof relating to conflict
of laws.

                                      173
<PAGE>

     18.10.  Waiver of Jury Trial.  Company  hereby waives all right to trial by
jury in any action or  proceeding  to  enforce  or defend any rights  under this
Warrant.

IN WITNESS  WHEREOF,  Company has caused this Warrant to be duly executed by its
duly authorized officer.

Dated:  June 30, 2003

                           THERMOVIEW INDUSTRIES, INC.




                         By:___________________________
                             Name:
                             Title:

                                      174
<PAGE>

                                    EXHIBIT A
                                SUBSCRIPTION FORM
                 [To be executed only upon exercise of Warrant]


The  undersigned  registered  owner of this Warrant  irrevocably  exercises this
Warrant  for the  purchase  of  ______  Shares  of  Common  Stock of  THERMOVIEW
INDUSTRIES,  INC. and herewith makes payment therefore,  all at the price and on
the  terms  and   conditions   specified  in  this  Warrant  and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or other  property  issuable  upon such  exercise)  be issued in the name of and
delivered  to  _____________  whose  address is  _________________  and, if such
shares of Common  Stock  shall not  include  all of the  shares of Common  Stock
issuable as provided in this Warrant,  that a new Warrant of like tenor and date
for the balance of the shares of Common Stock issuable hereunder be delivered to
the undersigned.





                                            -------------------------------
                                            (Name of Registered Owner)


                                            -------------------------------
                                            (Signature of Registered Owner)


                                            -------------------------------
                                            (Street Address)


                                            -------------------------------
                                            (City) (State) (Zip Code)



NOTICE: The  signature on this  subscription  must  correspond  with the name as
        written upon the face of the within Warrant in every particular, without
        alteration or enlargement or any change whatsoever.

                                      175
<PAGE>

                                    EXHIBIT B
                                 ASSIGNMENT FORM

FOR VALUE  RECEIVED the  undersigned  registered  owner of this  Warrant  hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under this  Warrant,  with  respect to the number of shares of
Common Stock set forth below:
Name and Address of Assignee                    No. of Shares of
                                                Common Stock



and does hereby  irrevocably  constitute and appoint  __________________________
attorney-in-fact   to  register   such  transfer  on  the  books  of  THERMOVIEW
INDUSTRIES,  INC. maintained for the purpose, with full power of substitution in
the premises.


Dated:__________________                 Print Name:
                                                   -----------------------------
                                         Signature:
                                                   -----------------------------
                                         Witness:
                                               ---------------------------------



NOTICE:   The signature on this  subscription  must  correspond with the name as
          written  upon  the face of the  within  Warrant  in every  particular,
          without alteration or enlargement or any change whatsoever.

1.       DEFINITIONS...........................................................2

2.       EXERCISE OF WARRANT...................................................5

         2.1.     Manner of Exercise...........................................5

         2.2.     Payment of Taxes.............................................6

         2.3.     Fractional Shares............................................6

         2.4.     Continued Validity...........................................6

3.       TRANSFER, DIVISION AND COMBINATION....................................7

         3.1.     Transfer.....................................................7

         3.2.     Division and Combination.....................................7

         3.3.     Expenses.....................................................7

         3.4.     Maintenance of Books.........................................7

4.       ADJUSTMENTS...........................................................7

         4.1.     Stock Dividends, Subdivisions and Combinations...............7

         4.2.     Certain Other Distributions..................................8

         4.3.     Issuance of Additional Shares of Common Stock................8

                                      176
<PAGE>

         4.4.     Issuance of Warrants or Other Rights.........................9

         4.5.     Issuance of Convertible Securities..........................10

         4.6.     Superseding Adjustment......................................10

         4.7.     Other Provisions Applicable to Adjustments
                        under this Section....................................11

         4.8.     Reorganization, Reclassification, Merger,
                        Consolidation or Disposition of Assets................13

         4.9.     Certain Limitations.........................................13

5.       NOTICES TO WARRANT HOLDERS...........................................14

         5.1.     Notice of Adjustments.......................................14

         5.2.     Notice of Corporate Action..................................14

6.       NO IMPAIRMENT........................................................15

7.       RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION
                        WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY........15

8.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS...................16

9.       RESTRICTIONS ON TRANSFERABILITY......................................16

         9.1.     Restrictive Legend..........................................16

         9.2.     Registration Rights.........................................16

         9.3.     Termination of Restrictions.................................17

         9.4.     Listing on Securities Exchange..............................17

         9.5.     Certain Limitations on Registration Rights..................17

         9.6.     Selection of Managing Underwriters..........................17

10.      SUPPLYING INFORMATION................................................18

11.      LOSS OR MUTILATION...................................................18

12.      OFFICE OF COMPANY....................................................18

13.      FINANCIAL AND BUSINESS INFORMATION...................................18

         13.1.    Quarterly Information.......................................18

         13.2.    Annual Information..........................................18

         13.3.    Filings.....................................................19

14.      [INTENTIONALLY OMITTED]..............................................19

15.      [INTENTIONALLY OMITTED]..............................................19

16.      LIMITATION OF LIABILITY..............................................19

17.      [INTENTIONALLY OMITTED]..............................................19

18.      MISCELLANEOUS........................................................19

         18.1.    Nonwaiver and Expenses......................................19

         18.2.    Notice Generally............................................19

         18.3.    Indemnification.............................................20

         18.4.    Remedies....................................................20

                                      177
<PAGE>

         18.5.    Successors and Assigns......................................20

         18.6.    Amendment...................................................21

         18.7.    Severability................................................21

         18.8.    Headings....................................................21

         18.9.    Governing Law...............................................21

         18.10. Waiver of Jury Trial..........................................21

EXHIBIT A SUBSCRIPTION FORM....................................................2

EXHIBIT B ASSIGNMENT FORM......................................................3

                                      178
<PAGE>

                                                                 Exhibit 10.131

                            SECOND AMENDMENT TO NOTES

     THIS SECOND  AMENDMENT TO NOTES (the  "Amendment") is made and entered into
as of the 30th day of June,  2003,  by and  between [I]  THERMOVIEW  INDUSTRIES,
INC., a Delaware corporation ("ThermoView") , [ii] AMERICAN HOME DEVELOPERS CO.,
INC., a California  corporation  ("American  Home"),  [iii] FIVE STAR  BUILDERS,
INC., a California  corporation  ("Five  Star"),  [iv] KEY HOME CREDIT,  INC., a
Delaware  corporation  ("Key  Home"),  [v] KEY HOME  MORTGAGE,  INC., a Delaware
corporation  ("Key Home  Mortgage"),  [vi] LEINGANG  SIDING AND WINDOW,  INC., a
North Dakota business corporation  ("Leingang  Siding"),  [vii] PRECISION WINDOW
MFG., INC., a Missouri  corporation  ("Precision"),  [viii] PRIMAX WINDOW CO., a
Kentucky  corporation  ("Primax"),   [ix]  ROLOX,  INC.,  a  Kansas  corporation
("Rolox"),  [x] TD WINDOWS,  INC., a Kentucky  corporation ("TD Windows"),  [xi]
THERMAL LINE WINDOWS,  INC., a North Dakota corporation  ("Thermal Line"), [xii]
THERMOVIEW OF MISSOURI,  INC., a Missouri  corporation  ("ThermoView-Missouri"),
[xiii]  THERMO-TILT  WINDOW  COMPANY,  a Delaware  corporation  ("Thermo-Tilt"),
[xiv]THERMO-SHIELD   OF  AMERICA   (ARIZONA),   INC.,  an  Arizona   corporation
("Thermo-Shield  Arizona"),  [xv] THERMO-SHIELD OF AMERICA  (MICHIGAN),  INC., a
Michigan corporation  ("Thermo-Shield  Michigan"),  [xvi] THERMO-SHIELD COMPANY,
LLC, an Illinois limited liability  company  ("Thermo-Shield  Company"),  [xvii]
THERMO-SHIELD OF AMERICA (WISCONSIN), LLC, a Wisconsin limited liability company
("Thermo-Shield  Wisconsin"),  [xviii]  THERMOVIEW  ADVERTISING  GROUP,  INC., a
Delaware corporation  ("ThermoView  Advertising") and [xix] THOMAS CONSTRUCTION,
INC., a Missouri  corporation  ("Thomas  Construction"),  (ThermoView,  American
Home,  Five Star,  Key Home,  Key Home  Mortgage,  Leingang  Siding,  Precision,
Primax,  Rolox,  TD Windows,  Thermal  Line,  ThermoView-Missouri,  Thermo-Tilt,
Thermo-Shield   Arizona,   Thermo-Shield   Michigan,    Thermo-Shield   Company,
Thermo-Shield   Wisconsin,   ThermoView   Advertising  and  Thomas  Construction
individually  are referred to in this Agreement as a "Maker" and collectively as
the "Makers")  having an address in care of ThermoView  Industries,  Inc.,  5611
Fern  Valley  Road,   Louisville,   Kentucky  40228,  and  Stephen  A.  Hoffmann
(hereinafter  referred to as "Lender"),  having an address at 2631 Bushwood Rd.,
Anchorage, Kentucky 40223.

                             PRELIMINARY STATEMENTS

     ThermoView and Makers have previously issued to Lender two promissory notes
dated March 22, 2001 in the principal  amounts of  $900,000.00  and  $300,000.00
(the "Notes"), both of which are due and payable on June 30, 2003 (the "Maturity
Date").  The Lender has  previously  provided to  ThermoView  and Makers an oral
agreement  to amend the  Maturity  Date of the Notes from  December  31, 2004 to
September 30, 2006.

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     1. Amendment to Maturity Date

     (a) Lender  hereby  consents to amend the  Maturity  Date of the Notes from
December 31, 2004 to September 30, 2006.

                                      179
<PAGE>

     (b) Except as specifically amended above in connection herewith,  each Note
shall remain in full force and effect and is hereby ratified and confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy  of the  Lenders  under any of the  Notes or  constitute  a waiver of any
provision of any of the Notes.

     2. Miscellaneous.

     (a) Entire  Agreement.  This  Amendment  embodies the entire  agreement and
understanding  between the parties  hereto with respect to the Maturity  Date of
the Notes and supersedes all prior oral or written agreements and understandings
relating to same. No statement, representation,  warranty, covenant or agreement
of any kind not expressly set forth in this Amendment  shall affect,  or be used
to  interpret,  change or restrict,  the express  terms and  provisions  of this
Amendment.

     (b)  Modifications  and  Amendments.  The  terms  and  provisions  of  this
Amendment may be modified or amended only by written  agreement  executed by all
parties hereto.

     (c)  Benefit.  This  Amendment  shall be binding on the parties  hereto and
shall inure to the benefit of the parties hereto and the  respective  successors
and permitted  assigns of each party hereto.  Nothing in this Amendment shall be
construed to create any rights or obligations  except among the parties  hereto,
and no person or entity shall be regarded as a third-party  beneficiary  of this
Amendment.

     (d) Governing  Law. This  Amendment and the rights and  obligations  of the
parties  hereunder shall be construed in accordance with and governed by the law
of the  Commonwealth  of Kentucky,  without giving effect to the conflict of law
principles thereof.

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Amendment  shall be  unreasonable  or  unenforceable  in any respect,  then such
provision  shall be  deemed  limited  to the  extent  that such  court  deems it
reasonable  and  enforceable,  and as so limited  shall remain in full force and
effect.  In the event that such court shall deem any such provision,  or portion
thereof, wholly unenforceable,  the remaining provisions of this Amendment shall
nevertheless remain in full force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions  of this Amendment are for  convenience of reference only and shall
in no way modify,  or affect the meaning or  construction of any of the terms or
provisions hereof.

     (g)   Counterparts.   This  Amendment  may  be  executed  in  one  or  more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS WHEREOF, ThermoView and the Makers have caused this Amendment to
be  executed  by its duly  authorized  officer  and  Lender  has  executed  this

                                      180
<PAGE>

Amendment all as of the date first above written.


MAKERS:

THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.
TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.


By: ___________________________
         Charles L. Smith, President


LENDER:

_______________________________
Stephen A. Hoffmann

                                      181
<PAGE>

                                                                 Exhibit 10.132

June 27, 2003
13397 Lakefront Drive, LLC
13397 Lakefront Drive
Earth City, Missouri 63045
Attention:  Rodney H. Thomas

RE:  Lease dated January 1, 1999 (the "Lease")  between 13397  Lakefront  Drive,
     LLC ("Landlord") and Thomas Construction, Inc. ("Tenant")

This letter is from Tenant to Landlord with respect to the referenced Lease. All
terms  used in the Lease  shall  have the same  meaning  in this  letter  unless
redefined.

Under the terms of the Lease the Initial  Lease Term will expire on December 31,
2003.  Pursuant to the terms of the Lease the Tenant may  exercise  its right to
renew the Lease.  Tenant hereby  exercises such right and gives this irrevocable
written  notice to Landlord that the Renewal  Term,  commencing as of January 1,
2004 and continuing for a three year period expiring December 31, 2006, has been
exercised  and  may be  relied  upon  by  Landlord,  subject  to  the  following
conditions:

a)   Amendment  to triple net lease  agreement  signed and dated  April 14, 2000
     between  Thomas  Construction,  Inc.,  and 13397  Lakefront  Drive,  LLC is
     voided.

b)   The refinancing agreement between G.E.Capital Equity Investments,  Inc., is
     signed and  concluded no later than June 30, 2003.  c) All of  ThermoView's
     preferred  shareholders  consent  by  June  30,  2003 to  revisions  in the
     preferred stock agreements as outlined in the draft agreements.

d)   Thomas  Construction Inc. and Rodney H. Thomas agree to the exchange of two
     predictive  dialers  owned by Rodney H.  Thomas for the phone  system  (and
     related hardware,  software,  and peripheral  equipment) currently owned by
     Thomas  Construction and used at the premises subject to this lease. Thomas
     Construction will retain the use of the phone system at the premises during
     the term of this lease, including any extensions or renewals thereof.

Please execute a duplicate  original of this letter  evidencing  your receipt of
this written notice  exercising the renewal option for the first Renewal Term of
the Lease.  The written  signature of the Tenant,  which we have mutually agreed
may be by facsimile,  and  acceptance by Landlord on the duplicate  copy of this
letter  (by  facsimile,  mailing  or both)  is  agreed  to  satisfy  the  notice
requirements of the Lease. In any event, the original of this letter  containing
the Tenant's  signature  will be promptly  forwarded to Landlord even though the
timely giving of this notice by facsimile as aforesaid will bind the parties.

Regards,
Thomas Construction, Inc.,
By:
   --------------------------------------------------
         Charles L. Smith, President

ACCEPTED:
13397 Lakefront Drive, LLC,
By:
   --------------------------------------------------
         Rodney H. Thomas, Member

                                      182
<PAGE>

CERTIFICATION                                                       Exhibit 31.1

I, Charles L. Smith, certify that:

1)   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  ThermoView
     Industries, Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15e) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures; and presented in this report our conclusions about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Signature and Title: /s/ Charles L. Smith                  Date: August 14, 2003
                    ---------------------------------      ---------------------
                      Chief Executive Officer

A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to ThermoView Industries,  Inc. and
will be retained by ThermoView Industries,  Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.

                                      184
<PAGE>

CERTIFICATION                                                       Exhibit 31.2

I, James J. TerBeest, certify that:

1)   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  ThermoView
     Industries, Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15e) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures; and presented in this report our conclusions about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Signature and Title: /s/ James J. TerBeest                 Date: August 14, 2003
                    ------------------------              ----------------------
                    Chief Financial Officer

A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to ThermoView Industries,  Inc. and
will be retained by ThermoView Industries,  Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.

                                      184
<PAGE>

                                                                    Exhibit 32.1


     Charles L. Smith and James J. TerBeest,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby certify as of this 14th day of August,  2003,  that the Form 10-Q for the
Quarter ended June 30, 2003,  fully  complies with the  requirements  of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 and that the  information
contained  in the Form 10-Q  fairly  presents,  in all  material  respects,  the
financial condition and results of operations of ThermoView Industries, Inc.

By: /s/ Charles L. Smith
-----------------------------------------
Charles L. Smith,
Chief Executive Officer


By: /s/ James J. TerBeest
-----------------------------------------
James J. TerBeest,
Chief Financial Officer








                                      185
<PAGE>

                                                                  Exhibit . 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

ThermoView  Industries  Inc.  Reports  Income  for  Second  Quarter  2003  After
Recognizing Gains from Debt and Preferred Stock Restructuring

LOUISVILLE,  Ky. (August 13, 2003) - ThermoView  Industries  Inc.  (AMEX:  THV),
which designs,  manufactures and markets home improvements  under the brand name
"THV: America's Home Improvement  Company," today reported financial results for
the second quarter and six months ending June 30, 2003.

     Second  quarter  2003  revenues  were $18.1  million,  compared to year-ago
quarterly  revenues  of $23.8  million.  The net income  attributable  to common
stockholders  was  $795,000,  or 9 cents per basic share and 8 cents per diluted
share,  for the second quarter of 2003 after a $796,000  unusual gain related to
converting  $1 million of debt to 680,000  common stock  warrants and a $796,000
benefit from  redeeming  $1 million of the Series D preferred  stock for another
680,000 common stock  warrants.  That compares to a net income related to common
stockholders of $579,000, or 6 cents per share for the second quarter of 2002.

     Revenues for the first six months of 2003 were $34.3  million,  compared to
revenues  of $44.5  million  for the  first  six  months  of 2002.  The net loss
attributable  to common  stockholders  was  $963,000,  or 10 cents per basic and
diluted  share,  for the first six months of 2003 after a $796,000  unusual gain
related to converting $1 million of debt to 680,000  common stock warrants and a
$796,000  benefit from redeeming $1 million of the Series D preferred  stock for
another 680,000 common stock warrants.  That compares to a net loss attributable
to common  stockholders  for the first six months of 2002 of $30.4  million,  or
$3.39 per share,  including a non-cash charge for writing off impaired goodwill.
Without the $30 million ($3.35 per share) charge for impaired goodwill,  the net
loss  attributable to common  stockholders  for the first six months of 2002 was
$361,000, or 4 cents per share.

     "ThermoView's  second  quarter  reflects the  accomplishment  of one of our
major long term goals in the  restructure  of our debt,  tempered by a period of
disappointing  sales," said Charles L. Smith,  CEO and President of  ThermoView.
"The benefits of our debt  restructure  should allow us to strengthen our bottom
line,  as we expect  sales to improve in what is  historically  our best selling
season of the year," said Smith.

     Smith  continued "We are aware,  as  management  will outline in our second
quarter 10-Q, if our third quarter  performance does not significantly  improve,
ThermoView could encounter financial loan covenant issues and cash shortages.  I
am confident that we are taking the necessary steps to improve our performance,"
said Smith.

ThermoView's August 13 conference call and webcast


     As previously announced,  ThermoView will hold a webcast today at 2:00 p.m.
EDT to allow  securities  analysts  and  shareholders  the  opportunity  to hear
management discuss the company's quarterly results. Live audio of the conference

                                      186
<PAGE>

call      can      be      accessed      from       http://www.thv.com,       or
http://www.vcall.com/CEPage.asp?ID=84355.  First  time  listeners  should  visit
www.vcall.com in advance to download and install any necessary audio software.

About ThermoView Industries, Inc.

     ThermoView is a national  company that designs,  manufactures,  markets and
installs  high-quality  replacement  windows and doors as part of a full-service
array of home improvements for residential  homeowners.  ThermoView markets home
improvements  in 16 Midwest and Western  states under  well-known  regional home
center brands that include Thomas,  Primax, Rolox, Leingang and ThermoView.  All
of these brands are consolidating  under a national brand, "THV,  America's Home
Improvement Company."  ThermoView's common stock is listed on the American Stock
Exchange under the ticker symbol "THV."  Additional  information is available at
http://www.thv.com.

                                                         Safe harbor statement

Statements in this news release that are not  descriptions  of historical  facts
are  forward-looking  statements  that are  subject to risks and  uncertainties.
Words  such as  "expect,"  "intends,"  "believes,"  "plans,"  "anticipates"  and
"likely"  also  identify   forward-looking   statements.   All   forward-looking
statements  are based on current facts and analyses.  Actual  results may differ
materially  from  those  currently  anticipated  due  to  a  number  of  factors
including,  but not  limited to our  history of  operating  losses,  anticipated
future  losses,   competition,   future  capital  needs,  the  need  for  market
acceptance,  dependence upon third parties,  disruption of vital infrastructure,
general economic downturn and intellectual  property rights. All forward-looking
statements  are made pursuant to the Securities  Litigation  Reform Act of 1995.
Additional  information  on factors that may affect the  business and  financial
results  of the  Company  can be  found  in  filings  of the  Company  with  the
Securities and Exchange Commission.

Contacts:

James  J.  TerBeest,  Chief  Financial  Officer,  ThermoView  Industries,  Inc.,
502-968-2020.

*    *    *



                                      187
<PAGE>

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

                           For the three months ended   For the six months ended
                                      June 30,                 June 30,
                             ------------------------  -------------------------
                                 2002         2003         2002         2003
                                 ----         ----         ----         ----

Revenues                     $23,822,546  $18,112,855  $44,479,808  $34,305,868
Cost of revenues earned       11,658,576    9,244,077   21,981,255   17,700,298
                             -----------  -----------  -----------  ------------
Gross profit                  12,163,970    8,868,778   22,498,553   16,605,570
                             -----------  -----------  -----------  ------------
Selling, general and
  administrative expenses     10,479,852    8,487,674   20,626,896   16,883,855
Unusual credit-gain on
  conversion of debt to
  warrants                             -     (796,000)                 (796,000)
Depreciation expense             253,747      199,642      527,129      413,743
Amortization expense              33,890        5,065        8,537       10,129
                             -----------  -----------  -----------  ------------
Income from operations         1,396,481      972,397    1,275,991       93,843

Equity in earnings (loss)
 of joint venture                 19,096      (20,017)      32,280      (46,224)
Interest expense                (657,146)    (706,366)  (1,320,446)  (1,338,496)
Interest income                   13,059        6,965       28,738       16,729
                             -----------  -----------  -----------  ------------
Income (loss) before
 income taxes                    771,490      252,979       16,563   (1,274,148)

Income tax expense (benefit)        (746)      12,653       (7,166)      12,229
                             -----------  -----------  -----------  ------------

Income (loss) before
  cumulative effect of an
  accounting change              772,236      240,326       23,729   (1,286,377)
Cumulative effect of an
  accounting change--charge
  for impairment of goodwill           -            -  (30,000,000)           -
                             -----------  -----------  -----------  ------------
Net income (loss)                772,236      240,326  (29,976,271)  (1,286,377)

Less non-cash Series D and
  E preferred stock
  dividends                     (193,486)    (240,997)    (384,854)    (472,494)
Plus benefit of Series D
  preferred stock redemption           -      796,000            -      796,000
                             -----------  -----------  -----------  ------------
                                (193,486)     555,003     (384,854)     323,506
                             -----------  -----------  -----------  ------------
Net income (loss)
  attributable to common
  stockholders               $   578,750  $   795,329  $(30,361,125) $ (962,871)
                             ===========  ===========  ===========  ============

Basic income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.06  $      0.09  $     (0.04)  $    (0.10)
   Cumulative effect of an
     accounting change                 -            -        (3.35)           -
                             -----------  -----------  -----------  ------------
   Net income (loss)
    attributable to common
    stockholders             $      0.06  $      0.09  $     (3.39) $     (0.10)
                             ===========  ===========  ===========  ============

Diluted income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.06  $      0.08  $     (0.04) $     (0.10)
   Cumulative effect of an
     accounting change                 -            -        (3.35)           -
                             -----------  -----------  -----------  ------------
   Net income (loss)
    attributable to common
    stockholders             $      0.06  $      0.08  $     (3.39) $     (0.10)
                             ===========  ===========  ===========  ============

Weighted average shares
  outstanding-basic            9,130,375    9,190,059    8,946,634    9,190,059
Weighted average shares
  outstanding-diluted         10,137,000    9,718,672    8,946,634    9,190,059