Exhibit (4)


                                LICENSE AGREEMENT

AGREEMENT ("Agreement") made as of this_27th__day  of__April_,  __1999__, by and
between OWENS-CORNING FIBERGLAS TECHNOLOGY INC. ("Licensor"), a corporation duly
organized and existing under the laws of the State of Illinois, United States of
America, with its principal offices at 7734 West 59th Street,  Summit,  Illinois
60501 and AMERIMARK BUILDING  PRODUCTS,  INC.  ("Licensee"),  a corporation duly
organized and existing under the laws of the State of Delaware, United States of
America,  with its  principal  offices  at 3101  Poplarwood  Drive,  Suite  200,
Raleigh, North Carolina 27604.

In consideration  of mutual promises made herein,  and of the mutual benefits to
be derived herein, the parties hereto agree as follows:


                                    ARTICLE I
                                   Definitions


As used herein the term:

A. "Affiliate" means any company or entity in which Licensor or Licensee owns or
controls, directly or indirectly, more than one percent (1%) of the total voting
power of all classes of stock entitled to vote.

B.       "Effective Date" shall mean the date set forth in Article IV below.

C.       "Licensor Intellectual Property" means Licensor Patents, Licensor Know-
How, Licensor Service Marks, Licensor Trademarks, Licensor Trade Names.

D. "Licensor Know-How" means all Licensor's most current technical knowledge and
data,  processes,  techniques,  drawings  and  designs,  unpatented  inventions,
operating manuals,  manufacturing and quality control procedures, trade secrets,
plans, accumulated experience, plant and tool design, installation instructions,
raw material specifications, advertising procedures, sales promotion literature,
and other know-how of any kind which is in general commercial use by Licensor as
of the  Effective  Date  of this  Agreement  or  becomes  suitable  for  general
commercial  use during the term of this Agreement and which is necessary for the
design, manufacture, application, sale or marketing of Products.

E. "Licensor  Patents" means all Letters Patent owned or controlled by Licensor,
issued or issuing on  applications  for Letters  Patent  covering any  invention
claimed or disclosed in an  application  which is filed in any country and which
invention covers, or is usable in, the manufacture of Products. Licensor Patents
shall include reissues of extensions of any such patents. Licensor Patents as of
the Effective Date of this  Agreement are listed on Schedule A attached  hereto.
Licensor  Patents  issued or  issuing  during the term of this  Agreement  shall
automatically be deemed to be added to Schedule A.
F.

<PAGE>


"Licensor Service Marks, Licensor Trade Names and Licensor Trademarks" means all
service marks,  trade names and trademarks  owned or controlled by Licensor used
in  connection  with the sales of the  Products.  The  Licensor  Service  Marks,
Licensor Trade Names, and Licensor Trademarks,  as of the Effective Date of this
Agreement,  are listed on Schedule B attached  hereto.  Licensor  Service Marks,
Licensor Trade Names and Licensor  Trademarks  obtained  during the term of this
Agreement shall automatically be deemed to be added to Schedule B.

G. "Net Sales" shall be the gross  invoice  price of Products  sold or otherwise
disposed of by Licensee in normal, bona fide,  commercial  transactions,  or, in
the case of  internal  sales,  the arm's  length  value of such  Products  sold,
without any deduction other than freight;  sales, excise or use taxes; bona fide
trade and cash discounts  normally  allowed to independent  jobbers,  dealers or
other purchasers;  but only insofar as such freight,  taxes and/or discounts are
paid or allowed to customers by Licensee,  but such term does not include export
or  other  special  packaging  for  shipping  purposes  invoiced  separately  to
customers.

H.       "Products" means any metal siding and vinyl siding products
manufactured or sold with the aid of Licensor Intellectual Property.

I.  "Subsidiary"  means any company or entity in which Licensor or Licensee owns
or controls,  directly or indirectly, more than fifty percent (50%) or the total
voting power of all classes of stock entitled to vote.


                                   ARTICLE II
                         License By Licensor To Licensee


A. Licensor hereby grants to Licensee an exclusive license to make, use and sell
Products under the Licensor Patents  throughout the world, and to use throughout
the world, in connection  therewith,  the Licensor  Know-How,  Licensor  Service
Marks,  Licensor  Trade Names and  Licensor  Trademarks  described  in Article I
above.


B.       The foregoing license shall include the right to grant sublicenses.

C.       (i) Licensee warrants that all Products bearing Licensor Service Marks,
         Licensor Trade Names and Licensor  Trademarks  (collectively  "Licensed
         Marks")  shall be of a nature  that  will be  consistent  with the high
         standards of quality and excellence  established by Licensor.  Licensee
         shall comply with any quality standards that Licensor may set from time
         to time with regard to the Products.

(ii)              Upon written  request by Licensor,  Licensee  shall furnish to
                  Licensor a reasonable number of representative  samples of the
                  Products to permit  Licensor to determine  that such  Products
                  meet  Licensor's  quality  standards.  Licensor shall have the
                  right to  inspect  Licensee's  places  of  business  to assure
                  compliance with the quality standards established by Licensor.
                  If so  notified  in writing by  Licensor,  Licensee  shall not
                  offer or provide any Products whose nature or quality does not
                  comply with the quality standards established by Licensor.
(iii)

<PAGE>


                  Licensee  shall  comply with such  standards  as Licensor  may
                  establish  from  time  to  time  with  respect  to the  style,
                  appearance and manner of use of the Licensed  Marks.  Upon the
                  request of Licensor,  copies or accurate  reproductions of all
                  materials  displaying  the  Licensed  Marks  such  as  labels,
                  advertising and promotional  materials,  letterhead,  business
                  cards,  signs and the like,  shall be provided to Licensor for
                  review as to form and content.  Licensee shall cease or modify
                  in  accordance  with  Licensor's  instructions  any use of the
                  Licensed  Marks that  Licensor  deems not to be in  compliance
                  with its standards.

(iv)              In the  event  Licensor  determines  that the  quality  of the
                  Products  distributed  by  Licensee  does not meet  Licensor's
                  quality  standards,  Licensor  shall  so  notify  Licensee  in
                  writing and  Licensee  shall  promptly  correct the quality of
                  such Products. In the event Licensee fails to promptly correct
                  the  quality of the  products.  Licensor  may  terminate  this
                  Agreement upon written notice.

(v)               Licensor  expressly  reserves  the right  from time to time to
                  modify or change the Licensed Marks. The Licensed Marks, as so
                  modified  or changed,  shall for all  purposes be deemed to be
                  the Licensed Marks referred to in this Agreement.  Any and all
                  such modifications or changes in said Licensed Marks developed
                  or adopted by Licensor shall be the sole and absolute property
                  of Licensor,  and Licensor  shall have the exclusive  right to
                  register  such  modified or changed marks in the United States
                  and throughout the world.  Licensee may propose changes to the
                  Licensed Marks for adoption and approval by Licensor.


                                   ARTICLE III
                            Research and Development


A. In  order  to  enhance  its  ability  to  obtain  future  sublicenses  and in
consideration of reduced royalty rates from Licensor,  Licensee hereby agrees to
continue,  at its own expense, its research and development  activities,  at its
various plants and other  locations,  as a contractor to Licensor.  Ownership of
all rights associated with technology developed  thereunder,  whether patentable
or not, shall vest  immediately and solely in Licensor,  and Licensee shall have
no rights  therein  except as provided by this License  Agreement.  In addition,
Licensee shall continue to develop,  at its own expense,  new trademarks,  trade
names and  service  marks,  and such shall also vest  immediately  and solely in
Licensor.



B. In further  consideration  of reduced  royalty rates from Licensor,  Licensee
agrees to employ or retain qualified  personnel,  at its own expense, to provide
administrative  and other  support for the research and  development  activities
described  immediately  above during the term of this Agreement.  Such personnel
may include,  but not be limited to, patent  counsel,  marketing and development
personnel, advertising personnel, and others. Specifically, but not exclusively,
Licensee shall assist Licensor with establishing, protecting and maintaining all
Licensor Intellectual Property during the term of this Agreement.



<PAGE>


                                   ARTICLE IV
                                 Effective Date


                  This Agreement  shall be effective nunc pro tunc as of October
1, 1997.



                                    ARTICLE V
                                    Royalties


A.  Commencing on the Effective  Date and continuing for a period of twenty (20)
years thereafter,  Licensee shall pay to Licensor  royalties on Net Sales in the
amounts set forth on Schedule C attached hereto; provided,  however, that either
Licensor or Licensee  may, on each  anniversary  of this  Agreement,  request an
independent  study to determine  current arm's length royalty rates. The cost of
such study shall be divided  equally  between  Licensor and Licensee  and,  upon
completion  of such  study,  the  royalty  rates in Schedule C shall be adjusted
effective as of the anniversary date on which the study was requested.



B. Where Products contain more than one type of Licensor Intellectual  Property,
royalties  shall be paid on the component  Product(s)  separately,  applying the
relevant  royalty rate to each  component  Product and to the finished  Product,
respectively.



C.       For the purpose of calculating Net Sales, Products shall be considered
sold:



1.       if sold on open  account,  when  delivered to the  purchaser or to a
common  carrier and  consigned to the purchaser.



2.       if paid in advance of delivery, when paid for;



3.       if sold on  consignment,  when paid for by the  consignee or when
released  from  consignment,  whichever shall first occur; or



4.       if sold internally,  when delivered to the Licensee  division
responsible for  manufacturing the finished Product.



                  Royalties  shall be  computed  for each  calendar  quarter and
shall be  payable  thirty  (30) days after the end of each  calendar  quarter by
electronic  funds  transfer to a bank account to be  designated by Licensor from
time to time.

D.  Whenever  royalties  have been paid by Licensee  on  Products  sold and such
Products  are lost or damaged in transit,  or are not accepted and paid for by a
purchaser,  or are  returned or an allowance or credit is given for them because
of their condition of defective quality, or because of shortages,  or because of
inability  to collect  after one year from the sale to a  purchaser  (recoveries
thereafter  to be regarded as new sales),  then,  unless  Licensee is reimbursed
therefor by insurance or other source of recovery,  the  royalties  paid on such
Products shall be charged back or deducted from further  payments to be made but
only to the  extent  pro rata  that  such  Products  are not paid for or used or
Licensee is not otherwise reimbursed therefor.

E.  Licensee  shall  keep  true and  accurate  records  and  books  of  accounts
containing all data reasonably  required for the computation and verification of
royalties to be paid as herein  provided,  which  records and books shall at all
reasonable  times during  business hours be available for inspection and copying
by Licensor or Licensor's independent auditor. Any inspection hereunder shall be
upon  reasonable  notice to Licensee.  Licensee  shall provide  Licensor  within
twenty (20) days after the end of each calendar  quarter with a statement of its
Net Sales by product for the calendar quarter.


                                   ARTICLE VI
                                    Payments


A. All  Licensee  payments to  Licensor  under this  Agreement  shall be made by
electronic  funds  transfer to a bank account to be  designated by Licensor from
time to time, United States dollars.



B. The unpaid  balance  of  amounts  payable  under  this  Agreement  shall bear
interest  at the prime  rate  charged  by major  commercial  banks in the United
States for the period  commencing  on the date such amount  becomes  payable and
ending on the date such balance is paid in full.



C. Licensee shall bear all taxes,  duties and other governmental  charges in any
jurisdiction  or agency or authority  thereof  relating to or arising under this
Agreement,  including, without limitation, any stamp or documentary taxes, value
added taxes,  turnover,  sales or use taxes,  excise or income taxes,  including
income taxes imposed on Licensor,  and withholding  taxes on royalties and other
payments payable to Licensor hereunder.

                                   ARTICLE VII
               Certain Representations and Warranties of Licensor



A. Licensor makes no representation or warranty of any nature, and none shall be
implied,  (i) as to the  validity or scope of the  Licensor  Patents,  (ii) that
either (x) the practice of the inventions  claimed in the Licensor Patents,  (y)
the use of Licensor  Know-How,  or (z) anything made,  used or sold or otherwise
disposed  of under the  license  granted by the  Licensor  to  Licensee  in this
Agreement,  will not infringe  any patent or other right of any third party,  or
(iii) as to the  usefulness,  utility or fitness for any  particular or intended
purpose, whether of Licensee or any customer of Licensee, of any Licensor Patent
or Licensor  Know-How,  or any Product produced  therewith,  including,  without
limitation,  the  ability of Licensee  to adapt any of the  Licensor  Patents or
Licensor  Know-How  to its  needs,  whether  or not  known  to  Licensor,  or to
manufacture,  use or sell  Products  using the  Licensor  Patents  and  Licensor
Know-How.



B.       Licensor  makes no  representation  or  warranty  of any  nature,  and
none  shall be  implied,  as to the validity or scope of any other Licensor
Intellectual Property.



                                  ARTICLE VIII
           Ownership and Protection of Licensor Intellectual Property


     A.   The Licensor  Intellectual  Property  Licensed by Licensor to Licensee
          under this Agreement shall be and remain the property of Licensor, and
          Licensee  acknowledges  and agrees  that  Licensor is and shall at all
          times  continue  to be the owner  thereof.  Licensor  may impose  such
          conditions  with  respect  thereto  as  Licensor  may deem  reasonably
          necessary  to  preserve  the  confidential   nature  of  any  Licensor
          Intellectual  Property to which restrictions of subparagraph B of this
          Article VIII apply.

     B.   Except as expressly permitted by this Agreement, Licensee shall retain
          all Licensor Intellectual Property licensed to it in strict confidence
          as trade  secrets of Licensor  and shall not  disclose,  or permit any
          employee  or  agent  of  Licensee  to  disclose,   any  such  Licensor
          Intellectual  Property to any person,  firm or corporation without the
          prior written approval of Licensor,  provided that such disclosure may
          be made to any  employee of  Licensee  who has a  reasonable  need for
          access  thereto  for  the  purposes  of   installing,   operating  and
          maintaining  the Licensor  Intellectual  Property  Licensed under this
          Agreement so long as Licensee  imposes  identical  obligations on such
          employee to maintain the confidentiality of such Licensor Intellectual
          Property.   Licensee  shall  exercise  all  necessary  precautions  to
          safeguard the secrecy of Licensor Intellectual Property licensed to it
          and to prevent the  unauthorized  disclosure or use thereof.  Licensee
          shall  consult  with  Licensor  as to the  procedures  established  by
          Licensee for this purpose that Licensee  then has in effect.  Licensee
          shall be liable to Licensor  for any  disclosures  or uses of Licensor
          Intellectual  Property,  directly or  indirectly,  by any  employee of
          Licensee  or other  person or entity not  authorized  by  Licensor  in
          advance.  The  obligations of  confidentiality  of Licensee under this
          subparagraph  B shall not  apply to  Licensor  Intellectual  Property,
          which  (i) has  become  public  knowledge  through  no  breach of this
          Agreement,  or (ii) has been made - --  available to Licensee by third
          parties without any breach of confidence on their part.

     C.   Upon the termination of this Agreement  pursuant to Article XI hereof,
          all rights and privileges of Licensee  hereunder  shall  terminate and
          revert to Licensor.


     D.   It is the specific intent of the parties hereto that nothing contained
          herein  shall in any way  endanger any right of Licensor in and to any
          Licensor  Intellectual  Property  licensed  by  Licensor  to  Licensee
          hereunder and should any provision or provisions of this  Agreement be
          interpreted by a court or tribunal or other governmental  authority so
          as  to   endanger   such  right  or   rights,   whether  or  not  such
          interpretation  is made at the instance of Licensee or another,  then,
          at the option of  Licensor,  such  provision  or  provisions  shall be
          deemed  deleted  from  this  Agreement  or  this  Agreement  shall  be
          immediately  terminated  in  respect  of all  or  any of the  Licensor
          Intellectual Property so interpreted to be endangered.



     E.   Licensee shall,  at its own expense,  use its best efforts to discover
          any infringements, misappropriations or other unauthorized uses of the
          Licensor  Intellectual  Property  licensed to it  hereunder  and shall
          promptly  notify  Licensor  in  writing  of  any  such   infringement,
          misappropriation  or other unauthorized use. Licensee shall, on behalf
          of Licensor,  have the obligation to bring,  at its own expenses,  any
          appropriate  action to prevent  or  terminate  any such  infringement,
          misappropriation  or other  unauthorized  use.  If any such  action is
          brought,  Licensee,  after consultation with Licensor, shall have full
          control over the  prosecution  and  settlement  or  compromise of such
          action and shall  assume all the  expenses in respect of such  action.
          Licensor shall fully  cooperate  with and assist  Licensee in any such
          action. Licensee shall not take any action in protection of the rights
          of or in  furtherance of the interest of Licensor  without  Licensor's
          authorization.


     F.   Licensee  shall,  at its own expense,  take such other  actions as are
          appropriate  to  preserve  the  value  of  the  Licensor  Intellectual
          Property.



                                   ARTICLE IX
                                     Claims



     A.   Except as specifically  set forth herein,  Licensor and its Affiliates
          shall have no liability to Licensee or any Affiliates of Licensee, and
          Licensee releases Licensor and the Affiliates of Licensor from any and
          all liability to Licensee or any  Affiliate of Licensee,  and Licensee
          waives any right  against  Licensor or the  Affiliates of Licensor for
          contribution  or indemnity  arising from any  liability to Licensee or
          any  Affiliate  of  Licensee,  in  connection  with  the  manufacture,
          distribution,  sale or use of Products by Licensee, or any customer of
          Licensee, with the aid of the Licensor Intellectual Property. Licensee
          is not an agent or partner of, or joint  venturer with Licensor  under
          this  Agreement.  Licensee shall have no right,  power or authority to
          accept  summons or legal  process for  Licensor or the  Affiliates  of
          Licensor.

B.       Licensee shall indemnify and hold harmless  Licensor and the Affiliates
         of Licensor from and against all loss,  expense  (including  attorneys'
         fees  and  disbursements),  damage  or  liability  to  Licensor  or any
         Affiliate of Licensor arising out of (i) the manufacture, distribution,
         sale  or  use  of  Products  by,  or  for,   Licensee;   and  (ii)  any
         representation  made or warranty  given by Licensee with respect to any
         Product,  except in those cases where Licensor has expressly authorized
         Licensee to make such representation or warranty.


     C.   Licensee  shall have sole control over,  and shall assume all expenses
          with respect to, the defense, settlement,  adjustment or compromise of
          any  claim  as to which  this  Article  IX  requires  it to  indemnify
          Licensor,  provided,  however, that (i) Licensee shall acknowledge its
          obligation to indemnify and hold harmless  Licensor and the Affiliates
          of Licensor from and against any loss, expense  (including  attorney's
          fees and  disbursements),  damage  or  liability  to  Licensor  or the
          Affiliates of Licensor  arising from (x) such claim, and (y) any claim
          against  Licensor or any Affiliate of Licensor  arising from the facts
          and circumstances  that gave rise to such claim, (ii) Licensor may, if
          it so  desires,  employ  counsel  at its own  expense to assist in the
          handling  of such claim,  and (iii)  Licensee  shall  obtain the prior
          approval of Licensor before  entering into any settlement,  adjustment
          or compromise  of such claim or ceasing to defend  against such claim,
          if pursuant thereto or as a result thereof there would be imposed upon
          Licensor  injunctive  relief  or  money  damages  in an  amount  which
          Licensee  would or could not pay in full,  or if any such  settlement,
          adjustment  or compromise  does not include as a condition  thereof an
          absolute and unconditional release of Licensor and its Affiliates from
          all further liability in connection with such claim.

                                    ARTICLE X
                               Further Assurances


A.       Each party  hereto  shall  promptly  execute and deliver all such other
         agreements, certificates instruments or documents and do and perform or
         cause to be done and  performed all such further acts and things as may
         be reasonably requested by the other party hereto in order to carry out
         the intent and purposes of this Agreement and the  consummation  of the
         transactions contemplated hereby.



B.       Anything  in  this  Agreement  to  the  contrary  notwithstanding,   no
         licenses,  implied or  otherwise,  are  granted to any party other than
         those granted to the parties hereto pursuant to Article II hereof,  and
         other than such licenses granted to such parties, no license is granted
         or undertaken  to be granted,  and no act of  manufacture,  use or sale
         shall be  construed  as, or result in, a grant of any license to either
         party hereto or any third party, expressly or by implication, estoppel,
         or otherwise,  under or with respect to any letters  patent or know-how
         now or hereafter owned or controlled by either party.



                                   ARTICLE XI
                                      Term


A.       This Agreement  shall become  effective  pursuant to Article IV hereof,
         and  unless  sooner  terminated  pursuant  to the terms  hereof,  shall
         continue in effect for twenty (20) years thereafter.  The expiration or
         prior  termination  of this  Agreement for any reason shall not entitle
         Licensee to indemnity  payments,  termination charges or damages of any
         nature whatsoever due to, or incurred by, Licensee,  including, without
         limitation,  damages based on Licensee's  reliance,  presumed in law or
         otherwise,  on the further  continuance of this Agreement,  or based on
         any goodwill,  presumed in law or  otherwise,  created by Licensee with
         respect to the Products  manufactured,  distributed or sold by Licensee
         hereunder.



     B.   This Agreement and all rights  hereunder may be terminated by Licensor
          and without  limiting the  liability of Licensee  hereunder  forthwith
          upon written notice to Licensee in the event that:



1.                There shall be a cessation  of  operations  by Licensee or the
                  institution by or against Licensee of any proceeding  (whether
                  voluntary or  judicially  ordered) in  bankruptcy or of or for
                  dissolution,    liquidation,   winding   up,   reorganization,
                  arrangement  or the  appointment  of a  receiver,  trustee  or
                  judicial  administrator  (or the  equivalent  thereof)  or any
                  other proceeding under any law for the relief of debtors;



2.                Licensee shall make an assignment for the benefit of, or
                  composition  or arrangement  with,  creditors or admit in
                  writing  its  inability  to pay its debts as they  become due
                  or fail to clear any check or note when presented for payment;



3.                Licensee  shall have  failed to pay any amount due and payable
                  to  Licensor  hereunder  or shall  have  breached  a  material
                  obligation  hereunder,  or shall  otherwise  have  committed a
                  default  hereunder  and Licensee  shall not have remedied such
                  default (and given  written  notice to Licensor  specifying in
                  detail the specific  steps taken to effect the remedy)  within
                  30 days after receipt of notice of such default from Licensor;


4.                Licensee shall have  discontinued its business or its business
                  shall be expropriated or  nationalized,  or there  shall be a
                  material  change in the  ownership,  management  or control
                  of  Licensee  or a material portion of its assets; or



5.                Licensee shall purport to assign its rights and obligations
                  hereunder in violation of Article XII hereof.



                  Licensee  will  notify  Licensor  as soon as it  learns of any
information that would, in the reasonable  judgement of Licensee,  lead Licensee
to determine that a material  change in the ownership,  management or control of
Licensee or of such assets, as described in subsection 4 of this subparagraph B,
would be likely.



C.       If Licensor elects to terminate this Agreement pursuant to subparagraph
         B of this Article XI, Licensee shall cease to manufacture, use, sell or
         distribute any Products hereunder, or to enter into any sublicenses for
         the use of Licensor Intellectual  Property.  The failure of Licensor to
         terminate  the   Agreement   for  any  of  the  reasons   specified  in
         subparagraph  B of this  Article  XI shall  not in any way be  deemed a
         waiver of Licensor's  rights in respect  thereof or otherwise limit its
         right to enforce the obligations of Licensee hereunder.


                                   ARTICLE XII
                            Amendment and Assignment


A. This Agreement may not be changed,  waived,  discharged or terminated orally,
except by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.



B. This Agreement shall be binding upon the respective  permitted successors and
assigns of Licensor and  Licensee.  This  Agreement  shall not be  assignable by
either party without the prior written consent of the other party, provided that
either party may assign this Agreement to another entity controlling, controlled
by or under common control with the assigning party.


                                  ARTICLE XIII
                   Survival of Certain Rights and Obligations


                  The expiration or prior  termination of this Agreement for any
reason shall not terminate,  limit, or in any way affect,  Licensor's  rights or
Licensee's  obligations  under  Article III and VI (with respect to payments due
and owing to Licensor  thereunder),  Article VIII, Article IX and Article XII of
this Agreement.



                                   ARTICLE XIV
                                  Miscellaneous


A.       This Agreement shall be governed by the laws of the State of Illinois
of the United States of America.



B. All notices and other  communications  given under this Agreement shall be in
writing and shall be deemed to have been given when (i) hand  delivered  or (ii)
telecopied and confirmed by first-class  registered or certified  mail,  postage
prepaid, on the date telecopied and addressed as follows:

<TABLE>
<S>                         <C>

                           Licensor:        Owens-Corning Fiberglas Technology, Inc.
                                            7734 West 59th Street
                                            Summit, Illinois 60501
                                            Attention:  The Vice President
                                            Facsimile No.:    708/563-9096

                           Licensee:        AmeriMark Building Products, Inc.
                                            3101 Poplarwood Drive, Suite 200
                                            Raleigh, North Carolina  27604
                                            Attention:  The President and Chief Executive Officer
                                            Facsimile No.:     919/850-3430
</TABLE>

                  or,  in  either  case,   at  such  other  address  as  may  be
substituted therefor by proper notice hereunder.



C. The terms and conditions  herein  constitute the entire agreement between the
parties,  and  supersede  any and all previous  agreements,  with respect to the
subject matter hereof.  No agreement or understanding  varying or extending this
Agreement  shall be binding  unless in writing  and signed by a duly  authorized
officer or  representative  of each party and in which writing express reference
is made to this Agreement.



D. Any provision of this Agreement which is prohibited, unenforceable or invalid
in any jurisdiction  shall, as to such jurisdiction,  be ineffective only to the
minimum  extent of such  prohibition,  unenforceability  or  invalidity  without
affecting  the  remaining  provisions  hereof.  With respect to the release from
liability  and  indemnification  of Licensor and the  Affiliates  of Licensor by
Licensee under Article IX of this  Agreement,  to the extent such provisions are
prohibited,  unenforceable  or invalid,  this Agreement  shall be deemed to have
been amended to modify such  provision  or to include a provision or  provisions
which permit the broadcast release and the maximum indemnification  permitted by
applicable  law under the  circumstances  or, at the  option of  Licensor,  this
Agreement shall be immediately terminated. No such prohibition, unenforceability
or invalidity in any jurisdiction shall invalidate or render  unenforceable such
provision in any other jurisdiction.



E. The failure of either party  hereto to enforce,  or the delay by either party
in  enforcing,  any of its  rights  under this  Agreement  shall not be deemed a
continuing  waiver or a  modification  thereof and either party may,  within the
time provided by applicable law,  commence  appropriate  legal action to enforce
any or all of such rights.



F.       The section  headings of this  Agreement are for  convenience  of
reference  only and shall not in any way modify, interpret or construe the
intentions of the parties.


G.       This  Agreement may be executed in several  counterparts,  all of which
shall  constitute one and the same instrument.



H. If either of the parties is prevented from  performing the Agreement by cases
of Force Majeure,  including,  but not restricted to, war, serious fire, strike,
labor dispute,  flood,  typhoon,  earthquake,  embargo,  or other  substantially
serious events beyond the control of either party, or as agreed upon between the
two parties,  the time for  performance of the Agreement  shall be extended by a
period equal to the effect of such cases, and the obligations and rights of both
parties under this Agreement  shall be postponed by a period equal to the effect
of such cases,  provided  that the default rate of interest  provided in Article
VII,  subparagraph  B, shall not be postponed or extended.  The prevented  party
shall notify the other party within the shortest possible time of the occurrence
of the Force  Majeure.  Should the effect of a Force Majeure  continue more than
one hundred and twenty (120)  consecutive  days,  both parties  shall settle the
further  performance of the Agreement  through friendly  negotiations as soon as
possible.  If either party believes that such  negotiation is  impracticable  or
determines that negotiation does not make any progress,  it may refer the matter
to arbitration.



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
instrument  to be executed in duplicate by their duly  authorized  and empowered
officers and representatives as of the day and year first above written.


                                    OWENS-CORNING FIBERGLAS TECHNOLOGY INC.

                                    By:
                                            Michael R. Franzen
                                    Title:  Vice President



Attest:



                                    AMERIMARK BUILDING PRODUCTS, INC.


                                    By:
                                            John W. Christy
                                    Title:  Assistant Secretary


Attest:



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                                   SCHEDULE C
                                  Royalty Rates


      Vinyl siding and metal siding products          1/2 of 1%



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