1 EXHIBIT 7.1 LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is entered into as of the 17th day of October, 1995 between TM Acquisition Corp., a Delaware corporation, with an address at 3838 East Van Buren, Phoenix, Arizona 85008 ("Licensor"),...

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EXHIBIT 7.1

LICENSE AGREEMENT

This LICENSE AGREEMENT ("Agreement") is entered into as of the 17th
day of October, 1995 between TM Acquisition Corp., a Delaware corporation, with
an address at 0000 Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 ("Licensor"), Century
21 Real Estate Corporation, a Delaware corporation, with an address at 000
Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("Century 21"), and American
Remodeling, Inc. a Texas Corporation, with an address at 0000 Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxx, Xxxxx 00000 ("Licensee").

WHEREAS, Century 21, an Affiliate of Licensor, is the owner of
registrations and applications for, and common law rights in, the trademark
"CENTURY 21" and the stylized version and logo depicted on Exhibit A hereto,
and the trade dress used in connection with or as part of the foregoing (the
"Trade Dress") (all of the foregoing, individually and collectively, the
"Trademark"); and

WHEREAS, Century 21, has granted to Licensor an exclusive license to
the Trademark in connection with the marketing, selling, furnishing, and
installation of home improvement products pursuant to a license agreement dated
the date hereof (the "Master License"); and

WHEREAS, Licensee is engaged in the business of marketing, selling,
furnishing, and installing home improvement products; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant,
a license pursuant to which Licensee shall have the right to use the Trademark
in connection with the marketing, selling, furnishing, and installation of home
improvement products in the United States, Canada (as now constituted), and
Mexico on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:

1. Definitions. As used herein, the term:

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1.1. "Advertising Contribution" shall have the meaning set forth in
Subsection 8.1.

1.2. "Affiliate" shall mean, with respect to Licensor or Licensee,
any other person, entity, or organization directly or indirectly controlling,
controlled by, or under common control with, the Licensor or Licensee at any
time during the period for which the determination of affiliation with Licensor
or Licensee is being made.

1.3. "Century 21" shall have the meaning set forth in the Preamble.

1.4. "Confidential Information" shall mean any nonpublic
information, technical data, or know-how which relates to the business,
services, or products of either party or a third party, including without
limitation, any customer lists, salary information, research, products,
services, developments, inventions, processes, techniques, designs, or
distribution, marketing, financial, merchandising and/or sales information.

1.5. "Contract Revenue" shall have the meaning set forth in
Subsection 11.2.

1.6. "Contract(s)" shall mean all contracts of any nature entered
into by Licensee with its customers relating to the provision or sale of
Licensed Products or Licensed Services.

1.7. "Current License Agreement" shall mean the current license
agreement between Licensee and its current licensor under which Licensee
currently sells the Licensed Products and Licensed Services.

1.8. "Earned Royalties" shall have the meaning set forth in
Subsection 11.2.

1.9. "GDP" shall have the meaning set forth in Section 8.1.

1.10. "Franchisee(s)" shall mean the franchisees of Century 21.

1.11. "Joint Referral Program" shall have the meaning set forth in
Subsection 16.1.

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1.12. "License" shall mean the exclusive right to use the Trademark
in the form set forth on Exhibit A hereto in connection with the Licensed
Products and Licensed Services in the Territory during the Term.

1.13. "Licensed Products" shall mean only those home improvement
products specifically designated in Exhibit B hereto and that are sold or
offered for sale for use in Residential Properties.

1.14. "Licensed Services" shall mean the marketing, sale,
furnishing, and installation of Licensed Products for Residential Properties.

1.15. "Licensor" shall have the meaning set forth in the Preamble.

1.16. "Licensor Lists" shall have the meaning set forth in
Subsection 22.4.

1.17. "Licensee" shall have the meaning set forth in the Preamble.

1.18. "Master License" shall have the meaning set forth in the
Preamble.

1.19. "Minimum Royalties" shall have the meaning set forth in
Subsection 11.1.

1.20. "N.A.F." shall have the meaning set forth in Subsection 8.1.

1.21. "Other Products" shall have the meaning set forth in
Subsection 3.1.

1.22. "Prime Rate" shall have the meaning set forth in Subsection
11.3.

1.23. "Quarter" shall mean Licensee's fiscal quarter ending on the
Sunday nearest the last day in the calendar quarter, except for the fourth
quarter, which ends on December 31.

1.24. "Receiving Party" shall have the meaning set forth in
Subsection 22.2.

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1.25. "Referral Service Feel, shall have the meaning set forth in
Subsection 12.1.

1.26. "Residential Properties" shall mean noncommercial properties
that are utilized solely for residential purposes, excluding (a) properties
which Licensee has entered into a contract with respect to four or more
connected and/or attached residential units, and (b) properties which are part
of a residential condominium unit and Licensee has entered into a contract
which is negotiated and paid for by the management of the condominium.

1.27. "Royalties" shall mean, with respect to any Year, the Minimum
Royalties and/or the Earned Royalties, including any and all Sublicensee
Royalties, as the case may be, actually due to Licensor for such Year, as
calculated in accordance with Subsections 11.1, 11.2, and 11.3.

1.28. "Sublicensee Royalties" shall have the meaning set forth in
Subsection 11.2.

1.29. "Term" shall mean the term of this Agreement, which shall
commence as of January 1, 1996 and shall expire on December 31, 2015, unless
earlier terminated pursuant to the terms of this Agreement. Notwithstanding the
foregoing, if Licensee's Current License Agreement should for any reason be
terminated prior to December 31, 1995, then this Agreement shall commence as of
the day following the date of termination of the Current License Agreement, and
the first Year of this Agreement shall be extended by the amount of time
remaining in the 1995 calendar year, with no effect on the Minimum Royalties
for the 1996 Year.

1.30. "Territory" shall mean the United States, Canada (as now
constituted), and Mexico.

1.31. "Trade Dress" shall have the meaning set forth in the Preamble.

1.32. "Trademark(s)" shall have the meaning set forth in the
Preamble.

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1.33. "Year" shall mean each twelve month period during the Term
commencing January 1 of each year and ending December 31 of the same calendar
year.

2. Grant of License.

2.1. Subject to the terms and provisions hereof, Licensor hereby
grants to Licensee and Licensee hereby accepts the License during the Term.

2.2. Licensee grants to Licensor the right to approve, prior to the
use thereof, the full trade name under which Licensed Products and Licensed
Services shall be offered by Licensee under this Agreement, which approval
shall not be unreasonably withheld. Licensee shall not commence the conduct of
any business activity under this Agreement without Licensor's prior written
approval of the trade name to be used in conjunction with the Licensed Products
and Licensed Services. Licensee may operate under the trade names "CENTURY 21
Home Improvements," "CENTURY 21 Remodeling" or an alternative trade name which
is approved by Licensor. Licensee shall file assumed name certificates or
similar documents in connection with operating under such names in such
jurisdictions as such filings may be legally required.

2.3. It is understood and agreed that the License applies solely to
the use of the Trademark in connection with the Licensed Products and Licensed
Services and that (i) no use of any other trademark of Licensor or of any of
Licensor's Affiliates, and (ii) no use of the Trademark on any products or
services other than the Licensed Products and Licensed Services, is authorized
or permitted. Licensor reserves the right to use, and to grant to any other
licensee the right to use, the Trademark on or in connection with any and all
products and services outside the Territory and on or in connection with any
and all products and services other than the specific Licensed Products and
Licensed Services within the Territory.

2.4. Unless otherwise approved by Licensor, all references to the
Trademark, including uses of a trade name incorporating the Trademark, in
Contracts, advertisements, or promotional materials, shall prominently display
a statement to the effect that the Licensed Products or Licensed Services are
sold, furnished, and

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installed by American Remodeling, Inc., an independently owned contractor.

2.5. Licensee may sublicense the right to use the Trademark in
connection with Licensed Products and the Licensed Services, provided that
Licensor approves in writing in advance any such sublicensee and sublicense
agreement, which approval shall not be unreasonably withheld. Notwithstanding
the foregoing, Licensee may utilize the services of independent contractors
with respect to the sale or provision of Licensed Products and Licensed
Services.

2.6. Licensee shall provide Licensed Products and Licensed Services
under the Trademark in substantially all of the economically viable markets for
such products and services within the Territory. In the event that Licensor
requests Licensee to provide Licensed Products and Licensed Services in other
markets within the Territory, Licensee agrees that, with respect to such
markets, it shall use commercially reasonable efforts to either: (i) provide
the Licensed Products and Licensed Services within such markets or (ii) subject
to the restrictions of Subsection 2.5 hereof, enter into a sublicense agreement
with a third party whereby the Licensed Products and Licensed Services will be
made available within the market so requested by Licensor.

2.7. Licensee, acting in its sole discretion, may engage in any
business or business activities of any kind or character, including but not
limited to the sale of products and services similar to the Licensed Products
and Licensed Services under names and marks other than the Trademarks or may
acquire other business entities without the approval of the Licensor; provided
that the foregoing shall not in any way adversely affect the Trademark or the
goodwill symbolized thereby. Notwithstanding the foregoing, Licensee agrees
that for purposes of calculating the royalties due hereunder, any and all sales
of Licensed Products or Licensed Services by Licensee or any of its
sublicensees, resulting in any way from (i) use of the Trademarks by Licensor,
or (ii) referrals or leads generated or any customer information provided by
Licensor, Licensor's employees, Franchisees, or Franchisees, employees which
result in the sale of Licensed Products or Licensed Services within six (6)
months from the date of such referral or lead, or (iii)

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as a result of any Licensor Lists, shall be considered sales hereunder, and
Earned Royalties shall be payable with respect thereto.

2.8. Licensee in its sole and absolute discretion may, at any time
not later than six (6) months prior to December 31, 2005, elect, upon written
notification of such election to Licensor, to terminate this Agreement
effective on, and not earlier than, December 31, 2005. In the event that
Licensee does not elect to terminate this Agreement pursuant to the provision
in this Subsection 2.8, the Term shall extend through December 31, 2015 with
Royalty Payments during the remainder of the Term to be calculated and paid as
set forth on Exhibit C hereto, and with other terms and conditions as set forth
herein.

3. Licensee's Right of First Refusal

3.1. Licensee shall have a right of first refusal to obtain a
license to use the Trademark in connection with the marketing, sale,
furnishing, and installation of (a) solar energy systems, (b) tiling and
flooring (excluding carpet), (c) plumbing, and (d) insulation (collectively,
"Other Products") in the Territory.

3.2. In the event that Licensor receives a bona fide offer from a
third party for a license to market, sell, furnish, and install Other Products,
Licensor shall so notify Licensee and Licensee shall have the right and option
to enter into an agreement upon terms that match the material, operative terms
and conditions of the bona fide third party offer.

3.3. Licensee shall have a period of ninety (90) days after
receiving notice of the terms and conditions of the bona fide third party offer
to exercise its option. If within such ninety (90) day period, Licensee does
not enter into such agreement, Licensor shall have the right to enter into such
agreement with the third party (or other third party, so long as the operative
terms and conditions are not materially better than those offered to and
refused by Licensee).

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4. Representations and Warranties.

4.1. Licensor represents and warrants that it has full right,
power, and authority to enter into this Agreement, to grant the License
hereunder, to perform all of its obligations hereunder, and to consummate all
of the transactions contemplated herein and that the Trademark is valid and
enforceable. Licensor additionally represents and warrants that the use of the
Trademark by Licensee in connection with the Licensed Products and Licensed
Services in the Territory during the Term, as expressly authorized hereunder,
shall not infringe any trademark or copyright of any third party. Licensee
agrees and acknowledges that other than those representations explicitly
contained in this Agreement, no representations, warranties, or guarantees of
any kind have been made to Licensee, either by Licensor or its Affiliates, or
by anyone acting on Licensor's behalf. Licensor further represents and warrants
that it: (i) has received such documents and information as it has requested
with respect to, among other things, Licensee's business, operations, product
and service quality standards, financial condition, and prospects, (ii) has had
opportunities to ask questions of and receive full and satisfactory answers
from Licensee concerning all such matters, and (iii) has had reasonable
opportunity to conduct, and has conducted, all other due diligence
investigations and other activities that it deemed relevant or material to its
decision to enter into this Agreement.

4.2. Century 21 represents and warrants that it has full right,
power, and authority to enter into this Agreement, to perform all of its
obligations hereunder, and to consummate all of the transactions contemplated
herein and that the Trademark is valid and enforceable. Century 21 further
represents and warrants that it owns all right, title, and interest in the
Trademark. Licensee agrees and acknowledges that other than those
representations explicitly contained in this Agreement, no representations,
warranties, or guarantees of any kind have been made to Licensee, either by
Century 21 or its Affiliates, or by anyone acting on Century 21's behalf.

4.3. Licensee represents and warrants that it has the full right,
power, and authority to enter into this Agreement, to perform all of its
obligations hereunder, and to consummate the transactions contemplated herein,

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and that as a result of entering into this Agreement, Licensee shall not
violate any contractual or other right of any third party. Licensee further
represents and warrants that no Licensed Product or Licensed Service shall
violate or infringe any patent, trademark, copyright, or other intellectual
property right of any third party, or shall be manufactured (to the extent
within the control of Licensee) or sold in violation of any statute, ordinance
or administrative order, rule, or regulation. Licensee further represents and
warrants that its Current License Agreement shall terminate by its own terms on
December 31, 1995 without any (i) automatic renewal or (ii) unilateral right of
renewal on the part of its current Licensor.

4.4. Licensor and Licensee each represent and warrant that (i) this
Agreement constitutes a valid and legally-binding obligation of it, (ii) the
execution and delivery by it of this Agreement and the performance by it of its
obligations hereunder have been duly authorized by all requisite corporate
action on the part of it, and (iii) no other corporate proceedings on the part
of it or consents are required in connection with the execution, delivery, and
performance by it of this Agreement.

5. Quality Standards.

5.1. Licensee acknowledges that the Trademark has established
extremely valuable goodwill and is well recognized among consumers, and that it
is of great importance to each party that in the sale and provision of the
Licensed Products and Licensed Services, the high standards and reputation that
Licensor has established be maintained. Accordingly, all Licensed Products and
all Licensed Services provided by Licensee hereunder shall be of such high
quality as is consistent with the longstanding reputation of Licensor.

5.2. Licensee may use the Trademark only pursuant to the
specifications and designs for the Trademark approved in writing by Licensor or
provided in writing by Licensor and only in the manner approved by Licensor
with respect to the Licensed Products and Licensed Services. For any Trademark
that is federally registered, appropriate notice of registration in accordance
with the applicable laws or regulations of the applicable jurisdiction shall
accompany uses of such Trademark (i.e., a

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small "R" within a circle in the United States) as necessary to obtain the
maximum protection for trademarks under the applicable trademark law.

5.3. Licensee shall submit to Licensor for Licensor's review and
prior written approval, samples of each initial use of all materials of any
nature bearing the Trademark. The foregoing notwithstanding, following approval
by Licensor of the initial use, no additional approval will be required with
respect to any minor alterations in the format, layout, or color (excluding any
such changes to the Trademark) of approved materials or any changes in media
sources, provided that any such new media sources are similar in all material
respects to those previously approved by Licensor and will not have an adverse
effect on the Trademarks, and provided that in all other respects such
materials are substantially similar to the sample previously approved by
Licensor.

5.4. Licensor shall approve or disapprove all submitted samples
within three (3) business days of receipt of such sample and shall not
unreasonably withhold its approval. In the event that Licensor does not approve
or disapprove such sample in writing within three (3) business days or its
receipt of such sample, Licensor shall be deemed to have approved such sample.
Licensee shall seek approval as early as reasonably possible prior to
production or use of each respective item bearing the Trademark.

5.5. Subject to the coordination through the Chief Financial
Officer or the Vice President of Operations of Licensee, or in the event that
they are not available, such other appropriate officer (each of whom shall
cooperate in such coordination), Licensee shall permit Licensor to visit
Licensee's offices, work sites, or other places of business at any reasonable
time, for inspection by Licensor's representatives of files, documents,
product, and other materials relating to the Licensed Products and Licensed
Services, at which time Licensor may take samples of Licensed Products and
samples or copies of documents and other materials relating to the Licensed
Products and Licensed Services, so long as no samples are taken which could
unreasonably interfere with the ability of Licensee to install jobs which are
in progress. It is understood and agreed that the provisions of Section 22

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apply to all Confidential Information obtained through or derived from such
inspections.

5.6. Licensee shall prepare and maintain periodic (at least
quarterly) summary reports of all customer complaints to any third party or
government agency regarding the Licensed Products and Licensed Services each
month during the Term, and will promptly submit each such summary to Licensor
following the end of each Quarter. In the event that there is a material
increase in the level of registered customer complaints received as a
percentage of total transactions consummated (the "Relevant Percentage") during
any Quarter after the date hereof as compared to the relevant percentage of
such customer complaints received by Licensee during the corresponding Quarter
in the twelve (12) month period from August 1, 1994 through August 1, 1995, as
set forth as part of Exhibit D hereto, or a material increase in the severity
of the nature of the matters complained of as compared to complaints received
in such prior corresponding Quarter, Licensee, upon notification from Licensor,
shall promptly meet with Licensor to discuss steps necessary to reduce the
number and severity of such customer complaints. Licensee shall promptly
thereafter undertake and shall diligently pursue remedial efforts necessary to
reduce the Relevant Percentage of customer complaints to approximately the
level of such complaints for the corresponding Quarter during the twelve (12)
month period from August 1, 1994 through August 1, 1995, as set forth in
Exhibit H hereto, and in any event shall achieve such conformity within one
hundred and twenty (120) days from notification by Licensor.

5.7. Licensee represents and warrants that the Licensed Products
and Licensed Services shall be furnished in a xxxxxxx-like manner and that all
product, labor and materials shall be of high quality. Licensee further
represents and warrants that each completed application or installation
performed hereunder shall be of high quality and that all applied or installed
Licensed Products and their application or installation shall remain in good
condition and be free from defects in material and workmanship for a period of
one year from the date of application or installation. Licensee shall provide a
written warranty to all of its customers for Licensed Products and Licensed
Services substantially in the form attached hereto as Exhibit E.

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5.8. Licensee agrees to maintain and adhere to a general policy of
customer satisfaction and shall use its best efforts to adjust complaints of
customers and resolve controversies with customers with respect to the sale or
provision of the Licensed Products and the Licensed Services. In the event
Licensee receives any notice that any application or installation is defective,
Licensee shall promptly investigate such complaint and shall promptly repair or
replace any defective application or installation at no additional cost
pursuant to the terms of the written warranty. If in the event any adjustment
remains unsatisfactory to the customer, Licensee agrees that it will make good
faith efforts to satisfy the reasonable complaints of such customer.

5.9. All Licensee procedures and policies covering the marketing,
sale, furnishing, and installation of Licensed Products shall be in conformance
with Licensee's customer service standards, which shall be subject to the
reasonable approval of Licensor. Licensee shall not offer Licensed Products and
Licensed Services of a lower level than the quality and price categories that
Licensee has offered similar products and services during the twelve (12) month
period preceding this Agreement. In addition, Licensee agrees to observe no
less than Licensee's minimum specifications, quality, and performance standards
in effect as of the date hereof for Licensed Products and Licensed Services, as
set forth in Exhibit F hereto. Licensor may conduct in its own discretion
customer surveys to measure Licensee's adherence to Licensee's standards,
subject to approval by Licensee as to the general method, form, and content
thereof, which approval shall be promptly provided and may be withheld only for
good cause, the reasons for which Licensee shall notify Licensor in writing. In
conducting a survey, Licensor shall survey a statistically valid sampling of
customers who purchased a Licensed Product, received Licensed Services, or who
allowed Licensee into their home to conduct a sales presentation. Provided that
Licensor has used generally accepted methods of conducting such surveys,
Licensee agrees that, in the event any such survey shows levels of customer
dissatisfactions materially greater than those in effect as of the date hereof
(as reflected in the survey results conducted for the years 1994 and 1995 with
respect to Licensee's business, copies of which are to be provided by Licensee
to Licensor concurrently with the execution

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of this Agreement), then Licensee shall take such immediate steps as are
necessary to correct those problems in quality or performance that are revealed
by the survey. Licensor agrees promptly to provide copies of the questions,
methodology, and results of these surveys to Licensee.

5.10. Licensee agrees to provide the Licensed Products and Licensed
Services materially in conformance with the quality standards in effect as of
the date hereof. In the event that any Licensed Product or Licensed Service is,
in the reasonable judgment of Licensor, not materially in conformance with such
quality standards, Licensor shall notify Licensee thereof in writing specifying
in reasonable detail the facts, circumstances and background of such
non-compliance, and Licensee shall promptly undertake and shall diligently
pursue remedial efforts necessary to bring such Licensed Product or Licensed
Service into conformance with such standards, and shall achieve conformity with
such standards within thirty (30) days from such notification. Notwithstanding
the foregoing, if nonconformity with such standards is not capable of being
remedied within such thirty (30) day period, provided that Licensee promptly
commences and diligently pursues such remedial steps as are necessary, Licensee
shall have such additional time, up to a maximum of one hundred and twenty
(120) days, as is necessary to implement such corrective procedures and bring
such Licensed Product or Licensed Service into conformance with the quality
standards required by this Agreement. If after such one hundred twenty (120)
day period, the Licensed Product or Licensed Service in question does not, in
the reasonable judgment of Licensor, conform to the quality standards required
by this Agreement, then Licensor may, in its discretion, terminate this
Agreement with respect to specific Licensed Products, Licensed Services or
specific geographical markets, or Licensor may terminate this Agreement in its
entirety pursuant to the provisions of Section 15 hereof.

5.11. All Contracts must be in writing and signed by the customer.
Such Contracts shall be retained by Licensee for a period of not less than two
(2) years from the date of Licensee's receipt of full payment on the Contract.

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6. Trademark Ownership and Protection.

6.1. Licensee acknowledges and relies upon Licensor's
representation that Licensor has the exclusive right to use the Trademark, the
Trade Dress, and the goodwill associated therewith in connection with the
Licensed Products and the Licensed Services in the Territory. Licensee
acknowledges Licensor's exclusive right to use the Trademark and the goodwill
associated therewith. Licensee further acknowledges Licensor's exclusive right
to use the Trade Dress and its colors and designs in connection with Licensed
Products and Licensed Services. All use of the Trademark and Trade Dress
pursuant to this Agreement and goodwill generated thereby shall inure to the
benefit of Licensor and shall not vest in Licensee any title to or right or
presumptive right to continue such use. For the purposes of trademark
registration, sales by Licensee of Licensed Products or Licensed Services under
the Trademark shall be deemed to have been made for the benefit of Licensor.

6.2. Nothing contained in this Agreement shall be construed as an
assignment or grant to Licensee of any right, title, or interest in or to the
Trademark, or any of the Licensor's other trademarks, it being understood that
all rights relating thereto are reserved by Licensor, except for the License
hereunder to use the Trademark to the extent specifically provided herein and
subject to the restrictions provided herein.

6.3. Licensee shall not, during the Term of this Agreement or
thereafter, (a) challenge Licensor's title or rights in and to the Trademark in
any jurisdiction or challenge the validity of this License or of the
Trademark, or (b) contest the fact that Licensee's rights under this Agreement
are solely those of a licensee and shall cease upon expiration or earlier
termination of this Agreement. Licensee shall not file or prosecute any
trademark or service xxxx application or applications to register the
Trademark. The provisions of this Subsection 6.3 shall survive the expiration
or earlier termination of this Agreement.

6.4. Licensor and Century 21 shall maintain all existing
registrations of the Trademark in full force and effect and shall use
commercially reasonable efforts to secure appropriate national registrations of
the Trade-

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xxxx, at Licensor's expense, in all jurisdictions within the Territory, as
reasonably requested by Licensee. Licensee shall cooperate fully and in good
faith with Licensor for the purpose of maintaining registrations and
prosecuting applications for the Trademark and otherwise securing and
preserving Licensor's rights in and to the Trademark. Licensor shall cooperate
with Licensee for the purpose of obtaining registered user certificates in all
appropriate national jurisdictions.

7. [INTENTIONALLY DELETED]

8. Advertising.

8.1. Licensee shall advertise and actively promote the Licensed
Products and Licensed Services in the Territory. To assist in conducting
consumer advertising, Licensee shall contribute to the Century 21 National
Advertising Fund ("N.A.F.") ten million dollars ($10,000,000) for the first
Year of the Term (the "Advertising Contribution"). For each subsequent Year
during the Term, Licensee's Advertising Contribution to the N.A.F. shall be
increased by an amount equal to the increase in the Gross Domestic Product
Implicit Price Deflator (the "GDP") during the prior calendar year as reported
by the United States Department of Commerce. Licensee's contributions to N.A.F.
for each Year shall be payable as incurred promptly upon receipt of an invoice
for such advertising expenditures; provided, however, that Licensee shall pay
the full Advertising Contribution payable for each Year prior to the expiration
of the third Quarter of such Year. For purposes of clarification, N.A.F. shall
not be obligated to expend for consumer advertising of the Licensed Products
and Licensed Services in any Year any amounts exceeding the Advertising
Contribution for such Year. All such amounts contributed by Licensee shall be
used exclusively by N.A.F. for consumer advertising with respect to the
Licensed Products and Licensed Services in connection with the Trademarks,
including, without limitation, production of commercials, advertising copy, and
media placement all as determined by Licensee in its sole and exclusive
discretion; provided, however, that all of such advertising shall prominently
display the Trademark and shall be in conformity with the quality standards set
forth in Section 5. N.A.F. shall hold all such amounts in a separate account
established solely for such purpose. Upon

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Licensee's reasonable request, Licensee shall have the right to an accounting
of N.A.F.'s expenditures of Licensee's contributions to the N.A.F.

9. Licensee's Employees.

9.1. Licensee shall have no authority to employ persons on behalf
of Licensor and no employees of Licensee shall be deemed to be employees or
agents of Licensor. Licensee shall have the sole and exclusive right to hire,
transfer, suspend, layoff, recall, promote, assign, discipline, adjust
grievances, and discharge said employee, shall meet all other requirements of
the Federal Social Security, State Unemployment Compensation and Federal, State
and Local Income Tax withholding laws on all salary and other compensation of
its employees.

9.2. Licensee will comply with any other Federal, State, or local
law or regulation regarding but not limited to compensation, hours of work, or
other conditions of employment, including but not limited to Federal or State
laws or regulations regarding minimum compensation, health and safety
requirements, overtime, and equal opportunities for employment.

10. Licenses and Permits.

10.1. Licensee, at its expense, shall obtain permits and licenses
which may be required under any applicable Federal, State or local law,
ordinance, rule or regulation by virtue of any acts performed by Licensee in
the performance of this Agreement. Licensee shall in the conduct of said
business and in the performance of this Agreement, comply fully with all
applicable Federal, State and local laws, ordinances, rules, and regulations.

10.2. Licensee, at its expense, shall pay and discharge all license
fees, business, use, sales, gross receipts, income, property or other similar
or different taxes or assessments which may be charged or levied upon Licensee
by reason of anything performed under this Agreement, excluding, however, all
taxes and assessments applicable to Licensor's income from the Minimum
Royalties and Earned Royalties hereunder.

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11. Royalties.

11.1. As compensation for the License granted hereunder for the use
of the Trademark in connection with the sale and provision of Licensed Products
and Licensed Services in the Territory, Licensee shall pay to Licensor as
provided herein the greater of minimum guaranteed royalties for each Year
during the Term of this Agreement ("Minimum Royalties") or Earned Royalties (as
defined below) for such Year. The Earned Royalties paid for each Year of the
Term shall be applied against the Minimum Royalties payable for each Year of
the Term (i.e., Minimum Royalties shall be reduced by the amount of Earned
Royalties paid for the Year and no Minimum Royalties shall be payable for any
Year in which the Earned Royalties are greater than the Minimum Royalties
payable). The minimum Royalties for each Year through the Year 2005 during the
Term hereof shall be as follows:

Year Minimum Royalties
---- -----------------

1996 $11 Million
1997 $11 Million
1998 $12.4 Million
1999 $13.4 Million
2000 $15.2 Million
2001 $17.1 Million
2002 $19.3 Million
2003 $21.8 Million
2004 $24.7 Million
2005 $27.9 Million

Minimum Royalties for each Year shall accrue on a monthly basis (i.e.,
one-twelfth of the Minimum Royalties for each Year shall accrue on the first
day of each month of such Year). Minimum Royalties shall be paid annually on or
before January 31 of the following Year. No credit shall be permitted against
Minimum Royalties payable for any Year on account of Earned Royalties or
Minimum Royalties paid for any other Year, and Minimum Royalties shall not be
returnable.

11.2. Licensee shall pay to Licensor earned royalties ("Earned
Royalties") for each Year of the Term equal to the sum of (i) three percent
(3%) of Licensee's Contract Revenue for such Year, and (ii) all Sublicensee
Royalties (as defined below) for such Year. The term

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"Contract Revenue" shall mean all revenues which arise directly from the sale
of Licensed Products and Licensed Services pursuant to this Agreement
(reflected by the sales contract amount plus or minus any Contract change
orders), less (a) refunds, credits and allowances to customers; (b) financing
discounts incurred in connection with the sale of Contracts; (c) sales to
employees of Licensee and its Affiliates; (d) sales, excise and other similar
taxes; and (e) fees associated with building permits and other similar fees and
expenses. "Sublicensee Royalties" shall mean three percent (3%) of all revenue
of Licensee's sublicensees upon which any payments to Licensee by Licensee's
sublicensees pursuant to sublicense agreements hereunder are based. Sublicensee
Royalties shall be included in Earned Royalties and accounted for on the same
basis and pursuant to the same requirements as Earned Royalties. Earned
Royalties shall accrue on all Contracts completed during the applicable month.
Completion shall be deemed to have occurred when Licensee or an Affiliate of
Licensee receives cash payment substantially in full in connection with a
Contract or from any of its sublicensees hereunder (i.e., when Licensee has
been paid substantially all sums that Licensee reasonably can expect to collect
on such Contract), from the customer or from a third party financing source or
from a sublicensee, as the case may be, or receives written customer acceptance
with respect to any project financed by Licensee. In connection therewith,
Licensee agrees and covenants that it shall use commercially reasonable efforts
to promptly collect all sums due to Licensee from Contracts or sublicensees
hereunder.

11.3. All Earned Royalties, other than the initial $2,750,000 in
Earned Royalties accrued in the first Year shall be paid on a quarterly basis
prior to the fifteenth (15th) day of the month following the end of the Quarter
in which accrued. The initial $2,750,000 in Earned Royalties attributable to
the first Year of the Term shall be payable on January 31, 1997 and shall be
deemed to bear interest from April 15, 1996 through the payment date at a rate
equal to the prime rate of interest in effect from time to time at Chemical
Bank, New York, New York, or any successor bank (the "Prime Rate") plus two
percent (2%). Within thirty (30) days after the end of each Year, Licensee
shall prepare and furnish to Licensor a reconciliation of all amounts paid with
respect to Earned Royalties attributable to the preceding Year. In

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the event that the Earned Royalties paid during such Year exceed the amount of
Royalties actually due under Subsections 11.1 and 11.2 hereof, Licensor shall
refund such overpayment within twenty (20) business days of receipt of the
reconciliation statement from Licensee.

11.4. If the payment of any Minimum Royalties or Earned Royalties is
unpaid as of the due date for any reason, interest shall accrue on the unpaid
principal amount of such installment from and after the date the Royalties
became due pursuant to Subsections 11.1 or 11.2 hereof at the lower of (i) the
highest rate permitted by law in New York, or (ii) two percent (2%) per annum
above the Prime Rate.

12. Referral Service Fee.

12.1. In addition to the Earned Royalties and Minimum Royalty set
forth in Section 11, in the event any Franchisee provides a referral that
results in Contract Revenue, Licensee shall pay to such Franchisee a fee
calculated as set forth on Exhibit G hereto ("Referral Service Fee"). Licensee
shall maintain records in reasonable detail of all referrals received by it
from any Franchisee or its employees or agents and shall establish the Joint
Referral Program set forth on Exhibit H hereto. The record shall contain the
date, the customer's name and address, the final disposition of the referral,
the name and employee identification number of the Franchisee's employee that
supplied the referral, and address of the Franchisee from which the referral
was supplied.

12.2. For referrals that result in a Contract, Licensee shall, no
later than the fifteenth (15th) day of the month following the end of the
Quarter in which the Contract Revenue becomes payable, submit to each
Franchisee for which a Referral Service Fee is owed the information required in
Subsection 12.1, with a copy to Licensor, and the payment in the full amount
for the Referral Service Fee payable to that Franchisee for that Quarter. For
purposes of clarification, the Referral Service Fee shall not affect the amount
of Earned Royalties or Minimum Royalties payable hereunder. Notwithstanding the
foregoing, Licensee shall have no obligation to pay a particular Referral
Service Fee if (i) on the written advice of independent counsel, Licensee is
advised that

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payment of such Referral Service Fee would constitute a violation of the Real
Estate Settlement Procedures Act, 12 U.S.C. Section 2610 et seq ("RESPA") or
(ii) such referral, lead, or assumed information results in a sale to such
customer or potential customer more than six (6) months after delivery of such
referral, lead, or customer information to Licensee.

13. Accounting.

13.1. Licensee shall at all times keep an accurate account of all
operations within the scope of this Agreement. All royalty payments made
pursuant to Subsections 11.1 and 11.2 shall be accompanied by a statement
setting forth a full accounting of the calculation of Earned Royalties for such
Quarter, including all aggregate gross revenue payable for the Licensed
Products and Licensed Services, all sublicensee Contract Revenue, and all
exclusions included in the calculation of royalties. Such statements shall be
in sufficient detail to be audited from the books of Licensee. Each statement
furnished by Licensee shall be certified by the chief financial officer of
Licensee.

13.2. Licensor and its duly authorized representatives, on
reasonable notice, shall have the right, no more than once in each Year, during
regular business hours, for the duration of the Term and for one (1) year
thereafter, to verify the accuracy of the amount of royalties due, to examine
the books of account and records and all other documents, materials, and
inventory in the possession or under the control of Licensee and its successors
with respect to the subject matter of this Agreement. All such books of
account, records, and documents shall be maintained and kept available by
Licensee for at least five (5) Years. Licensor shall have free and full access
thereto in the manner set forth above and shall have the right to make copies
and/or extracts therefrom. If as a result of any examination of Licensee's
books and records, it is shown that Licensee's actual payments to Licensor
hereunder with respect to any Year were less than the amount which should have
been paid to Licensor, Licensee shall promptly pay to Licensor the amount of
any underpayment, with interest at the Prime Rate plus two percent (2%) from
the date on which each payment was due. In addition if it is shown that
Licensee's actual payments for such Year were less than

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the amount that should have been paid by an amount equal to five percent (5%)
or more of the amount which should have been paid for such Year, Licensee shall
promptly reimburse Licensor for the cost of such examination. If as a result of
any such examination of Licensee's books and records it is shown that
Licensee's actual payments to Licensor hereunder with respect to any Year were
greater than the amount which should have been paid to Licensor, Licensor shall
reimburse to Licensee the amount of any such overpayment, with interest at the
Prime Rate plus two percent (2%) from the date on which such overpayment was
made.

14. Infringement.

14.1. The parties shall cooperate to actively enforce against third
parties the exclusive rights furnished to Licensee hereunder, and the parties
shall promptly notify each other in writing of any unauthorized uses which may
be infringements by third parties of the Trademark which may come to the
attention of the parties. Licensor shall have the first option to take, and to
determine whether or not to take, any action(s) it deems appropriate in its
sole discretion against any third party with respect to any unauthorized use,
infringement, or dilution of the Trademark, and Licensee shall fully cooperate
with Licensor in connection with any such actions. Without limitation, if
Licensor so desires, Licensor may bring any claims or suits in Licensor's own
name or in the name of Licensee or join Licensee as a party thereto. Licensor
shall bear the costs of all such actions or proceedings. In the event that
Licensor declines to take action against any alleged infringer within a
reasonable time, upon the prior written consent of Licensor, which consent
shall not be unreasonably withheld, Licensee shall have the right to bring any
claims or suits against such infringer in Licensee's own name and at Licensee's
own expense. Licensor and Century 21 shall fully cooperate with Licensee in
connection with any such action, including joining such action, as necessary.
All recovery in the form of legal damages or settlement shall belong to the
party bearing the expense of bringing such claim or legal action.

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15. Default.

15.1. Licensor shall have the right but not the obligation to
immediately terminate this Agreement without affecting any other rights or
remedies:

(i) immediately upon notice, if (a) any bankruptcy, or
insolvency proceedings should be commenced by Licensee or a
substantial part of the property of Licensee passes into the hands of
any receiver, assignee, officer of the law or creditor or (b) any
proceeding shall be instituted by or against Licensee seeking to
adjudicate it bankrupt or insolvent, under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, and, in
the case of any such proceeding instituted against it (but not
instituted by it), such proceeding shall remain undismissed or
unstayed for sixty (60) days.

(ii) immediately upon notice, if Licensee admits, in
writing, its inability to pay its debts as they become due;

(iii) immediately upon notice, if Licensee abandons or
ceases to operate under or renounces this Agreement;

(iv) if Licensee fails to make any Royalty payment due
hereunder or any payment to N.A.F. pursuant to Subsection 8.1
hereunder, and fails to cure the same within ten (10) days of receipt
of written notice thereof from Licensor; or

(v) if Licensee otherwise fails to comply with any
material provision of this Agreement, including without limitation any
provision relating to quality control, and fails to cure such default
within (a) the time period applicable thereto under the terms of this
Agreement, or (b) if no time period shall be provided, then within
thirty (30) days of receipt of written notice from Licensee. In the
event that any such non-compliance shall not be remediable within
such thirty (30) day period then, provided that Licensee promptly
commences and diligently pursues such remedial steps as are necessary,
Licensee shall have such additional time as is necessary to effect

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such remedy, but in no event more than an additional one hundred and
twenty (120) days.

15.2. Licensee shall have the right but not the obligation to
immediately terminate this Agreement without affecting any other rights or
remedies:

(i) immediately upon notice, if (a) any bankruptcy, or
insolvency proceedings should be commenced by Licensor or a
substantial part of the property of Licensor passes into the hands of
any receiver, assignee, officer of the law or creditor or (b) any
proceeding shall be instituted by or against Licensor seeking to
adjudicate it bankrupt or insolvent, under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, and, in
the case of any such proceeding instituted against it (but not
instituted by it), such proceeding shall remain undismissed or
unstayed for sixty (60) days.

(ii) immediately upon notice, if Licensor admits, in
writing, its inability to pay its debts as they become due;

(iii) immediately upon notice, if Licensor abandons or
ceases to operate under or renounces this Agreement; or

(iv) if Licensor otherwise fails to comply with any
material provision of this Agreement and fails to cure such default
within (a) the time period applicable thereto under the terms of this
Agreement, or (b) if no time period shall be provided, then within
thirty (30) days of receipt of written notice from Licensee. In the
event that any such non-compliance shall not be remediable within such
thirty (30) day period then, provided that Licensor promptly commences
and diligently pursues such remedial steps as are necessary, Licensor
shall have such additional time as is necessary to effect such remedy,
but in no event more than an additional one hundred and twenty (120)
days.

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16. Cooperation.

16.1. Licensor, Century 21, and Licensee agree to work together in
good faith to implement the "Joint Referral Program," a copy of which is
attached hereto as Exhibit H. Licensee acknowledges that the Franchisees shall
have no obligation to participate in any such Joint Referral Program. Licensor
and Licensee intend to work closely together for their mutual benefit. Licensor
shall use reasonable efforts to facilitate Licensee's provision of Licensed
Products and Licensed Services. Accordingly, Licensor shall use reasonable
efforts to provide Licensee with lists of potential customers of Licensed
Products and Licensed Services and to train Licensor's employees to facilitate
Licensee's sale and provision of Licensed Products and Licensed Services. In
addition, Licensor shall use reasonable efforts to assist Licensee in obtaining
lower costs for its business of selling Licensed Products and Licensed
Services, including telephone services, postage services, and advertising
services.

17. Consumer Paper.

17.1. Licensee acknowledges Licensor's expertise in the area of the
financing of consumer paper. At the request of Licensor, Licensee agrees to
work with Licensor to develop a financing arrangement which is in the best
interest of both Licensee and Licensor.

18. Disposal of Stock Upon Termination or Expiration.

18.1. Upon the effective date of expiration or earlier termination
of this Agreement by Licensor, Licensee shall immediately cease all use of, and
shall destroy, and effectively remove, the Trademark and all references thereto
from all remaining unsold or returned Licensed Products and related
advertising, promotional, display and other materials bearing the Trademark or
Trade Dress.

19. Effect of Expiration or Termination.

19.1. It is understood and agreed that except for the License to use
the Trademark only as specifically provided for in this Agreement, Licensee
shall have no right, title, or interest in or to the Trademark. Upon

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and after the expiration or earlier termination of this Agreement, all rights
granted to Licensee hereunder, together with any interest in and to the
Trademark which Licensee may acquire, shall forthwith and without further act
or instrument be assigned to and revert to Licensor. In addition, Licensee will
execute any instruments requested by Licensor which are necessary to accomplish
or confirm the foregoing. Any such assignment, transfer, or conveyance shall be
without consideration other than the mutual agreements contained herein.
Licensor shall thereafter be free to license to others the right to use the
Trademark in connection with the sale and provision of Licensed Products and
Licensed Services, and Licensee will refrain from further use of the Trademark
or any further reference to the Trademark, direct or indirect, or any other
trademark, trade name, or logo that is confusingly similar to the Trademark. It
is expressly understood that under no circumstances shall Licensee be entitled,
directly or indirectly, to any form of compensation or indemnity from Licensor
or its Affiliates, as a consequence of the expiration or earlier termination of
this Agreement, whether as a result of the passage of time, or as the result of
any other cause of termination referred to in this Agreement. Without limiting
the generality of the foregoing, by its execution of the present Agreement,
Licensee hereby waives any claim which it has or which it may have in the
future against Licensor or its Affiliates, arising from any alleged goodwill
created by Licensee for the benefit of any or all of the said parties or from
the alleged creation or increase of a market for Licensed Products or Licensed
Services.

19.2. Licensee acknowledges and admits that there would be no
adequate remedy at law for its failure to cease using the Trademark in
connection with the marketing, sale, furnishing, or installation of the
Licensed Products or Licensed Services at the expiration or earlier termination
of the License, and Licensee agrees that in the event of such failure, Licensor
shall be entitled to equitable relief by the way of temporary, preliminary, and
permanent injunction and such other and further relief as any court with
jurisdiction may deem just and proper.

19.3. Licensee agrees that it shall continue to assume any and all
obligations under the terminated or expired Agreement arising out of the
operation thereunder

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prior to the expiration or earlier termination thereof which continues after
such expiration or termination date.

20. Indemnity.

20.1. Licensee agrees that it will protect, defend, hold harmless
and indemnify Licensor, its successors, assigns, directors, officers and
employees, and their respective heirs and representatives from and against any
and all claims, demands, actions, liabilities, damages, losses, fines,
penalties, costs and expenses (including all attorneys' fees) of any kind
whatsoever (including without limitation of the foregoing, those relating to
actual or alleged death of or injury to person and damage to property),
actually or allegedly, directly or indirectly, arising or resulting from or in
connection with:

(i) Licensee's breach of any representation, warranty, or
obligation under this Agreement;

(ii) Licensee carrying on its business, whether or not in
connection with the use of the Trademark, including, but not limited
to, all allegations that the products, materials, or services provided
by, prepared by, or distributed by or through Licensee constitute:

(a) libel, slander, or defamation;

(b) trademark infringement or dilution, other
than in connection with the Trademark as used by Licensee
hereunder in strict accordance with the terms hereof, unfair
competition or infringement of any statutory copyright, common
law right, title or slogan;

(d) invasion of rights of privacy or rights of
publicity;

(iii) any actual or alleged defect in such products or
materials, whether latent or patent, including actual or alleged
improper construction or

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design of such products or materials or the failure of such products
or materials to comply with specifications or with any express or
implied warranties of Licensee;

(iv) Licensee's assembly or installation or application of
products or materials covered by this Agreement;

(v) all purchases, contracts, debts, or obligations made
by Licensee, including the breach of any Contract;

(vi) any third party financing utilized by Licensee in
connection with this Agreement;

(vii) the omission or commission of any act, lawful or
unlawful, by Licensee or of any of Licensee's agents or employees,
whether or not such act is within the scope of employment of such
agents or employees; or

(viii) the failure or alleged failure of Licensee to comply
with any applicable law, statute, ordinance, governmental
administrative order, rule, or regulation.

20.2. Licensor agrees that it will protect, defend, indemnify and
hold harmless Licensee and its successors, assigns, directors, officers, and
employees from and against any and all claims, demands, actions, liabilities,
damages, losses, fines, penalties, costs, and expenses (including attorneys'
fees) of any kind whatsoever, actually or allegedly, caused by the gross
negligence or willful misconduct of Licensor or any of Licensor's agents or
associates.

20.3. Licensor and Century 21 shall each indemnify and hold Licensee
and its permitted assignees, directors, officers, servants, agents, and
employees harmless from and against any and all liability, claims, causes of
action, suits, damages, and expenses (including reasonable attorneys' fees and
expenses) which Licensee is or becomes liable to a third party for, solely by
reason of its use within the Territory of the Trademark in strict accordance
with the terms and conditions of this Agreement, to the extent that such
liability arises through

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infringement of a third party's trademark or copyright, provided that Licensee
gives Licensor prompt notice of, and full cooperation in the defense against,
such claim. If any action or proceeding shall be brought or asserted against
Licensee in respect of which indemnity may be sought from Licensor or Century
21 under this Subsection 20.3, Licensee shall promptly notify Licensor thereof
in writing, and Licensor shall assume and direct the defense thereof. Licensee
may thereafter, at its own expense, be represented by its own counsel in such
action or proceeding.

21. Insurance.

Licensee shall carry liability insurance providing adequate protection
with limits of liability in the minimum amount of $500,000 per occurrence and
$500,000 per person for any claims relating to the Licensed Products, the
Licensed Services, or Licensee's operation of its business. Licensor shall be
named therein as an insured. The maximum deductible with respect to such
insurance shall be $250,000. Licensee shall, promptly after the signing of this
Agreement, deliver to Licensor a certificate of such insurance from the
insurance carrier, setting forth the scope of coverage and the limits of
liability.

22. Confidentiality; Non-Disclosure.

22.1. Licensor, Century 21, and Licensee, and their respective
Affiliates, employees, agents, consultants, attorneys, accountants, financial
advisors, and bankers, shall hold in confidence and not use or disclose to any
third party, except as permitted by this Agreement, any Confidential
Information of the other party. Licensor and Licensee each acknowledges that
the confidentiality of the terms of this Agreement cannot be maintained
inasmuch as Licensor and Licensee are required to file a copy of this Agreement
as an exhibit to various reports filed with the Securities and Exchange
Commission and the New York Stock Exchange and may be required to summarize
this Agreement in the text of their respective Annual Reports on Form 10-K and
in Notes to their respective Financial Statements.

22.2. Nothing herein shall prevent either party or any of its
Affiliates, employees, agents, consultants,

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attorneys, accountants, advisors, or bankers (the "Receiving Party") from
using, disclosing, or authorizing the disclosure of any Confidential
Information it receives:

(a) that becomes publicly available without default
hereunder by the Receiving Party;

(b) that is lawfully received by the Receiving Party from
a source not, to the knowledge of the Receiving Party, under any obligation to
the disclosing party regarding disclosure of such information;

(c) that the Receiving Party reasonably believes it is
required by law to disclose, provided that the Receiving Party consults with
the other party prior to making such disclosure;

(d) to its attorneys, accountants, financial and
investment advisors, bankers, or lending institutions, and other advisors and
consultants of a similar nature, provided that such persons have an obligation
to, or otherwise agree to, keep such Confidential Information confidential.

22.3. Except for references to the Trademark and the existence of
this Agreement in the ordinary course of business, Licensee will not issue any
publicity or press release regarding its contractual relations with Licensor
hereunder or regarding Licensee's activities hereunder without obtaining
Licensor's prior written approval and consent to such release from Licensor.

22.4. Any customer lists or prospective names provided to Licensee
by Licensor or Franchisees or Franchisees, employees or agents ("Licensor
Lists") shall be the property of Licensor, and Licensee shall not use the same
other than for purposes of selling Licensed Products and Licensed Services
under the Trademark. Licensee agrees that it will not resell any customer lists
or prospective names obtained from any Licensor List; provided, however, that
Licensee may resell the names of any respondents to solicitations made by
Licensee to individuals on Licensor Lists, but only after six (6) months have
elapsed from the date of delivery to Licensee of the applicable Licensor List.
Any customer information (including customer lists) developed by or acquired

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by Licensee itself or its employees or agents, other than as set forth above,
during the term of this Agreement or thereafter, are deemed to be the property
of Licensee.

23. Dispute Resolution.

23.1. Licensor, Century 21, and Licensee agree to negotiate in good
faith in an effort to resolve any dispute related to this Agreement. If any
such dispute cannot be resolved within thirty (30) days by negotiation, the
dispute shall be submitted to non-binding mediation before resort to
litigation. If the need for mediation arises, mediation services shall be
conducted in either Dallas, Texas or New York, New York, whichever location
relates most directly to the subject matter in dispute and bears the closest
proximity to the location of the information and documentation relevant to the
dispute.

23.2. In the event of litigation, each of the parties hereby
consents to the service of process by registered or certified mail at its
address set forth below and agrees that its submission to jurisdiction and its
consent to service of process by mail is made for the express benefit of the
other party.

23.3. Notwithstanding anything to the contrary in this Section 23,
the parties expressly agree that either may seek provisional relief, including
but not limited to temporary restraining orders and preliminary injunctions, in
addition to the remedy of mediation set forth herein. Any such action for
provisional relief shall not constitute a waiver of the right or obligation to
mediate. Each party agrees that it shall bring any such action for provisional
relief, or any other litigation to enforce rights or obligations under this
Agreement, in (i) a federal court located in the State of New York, or (ii) a
state court located in the State of New York, if none of the federal courts
have jurisdiction over the subject matter of such provisional relief and/or
litigation. Each party hereby submits to the jurisdiction of the state and
federal courts located in the State of New York for any such relief, in
accordance with the service provisions set forth in Subsection 23.2 hereof.

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24. Miscellaneous.

24.1. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be deemed to have been properly given
or sent (i) on the date when such notice, request, consent, or communication is
personally delivered or (ii) five (5) days after the same was sent, if sent by
certified or registered mail or (iii) two (2) days after the same was sent, if
sent by overnight courier delivery or confirmed telecopier transmission, as
follows:

(a) if to Licensee, addressed as follows:

American Remodeling, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: President
Telecopier: (000) 000-0000

with a copy to:

American Remodeling, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: General Counsel
Telecopier: (000) 000-0000

(b) if to Licensor, addressed as follows:

TM Acquisition Corporation
0000 Xxxx Xxx Xxxxx
Xxxxxxx Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxxx
Telecopier: (000) 000-0000

with a copy to:

Skadden, Arps, Slate, Xxxxxxx
& Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxx, Esq.
Telecopier: (000) 000-0000

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(c) if to Century 21, addressed as follows:

Century 21 Real Estate Corporation
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier: (000) 000-0000

with a copy to:

Skadden, Arps, Slate, Xxxxxxx
& Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxx, Esq.
Telecopier: (000) 000-0000

Anyone entitled to notice hereunder may change the address to which notices or
other communications are to be sent to it by notice given in the manner
contemplated hereby.

24.2. Licensee shall operate in the capacity of an independent
contractor. Nothing herein contained shall be construed to place the parties in
the relationship of partners or joint venturers, and no party hereto shall have
any power to obligate or bind any other party hereto in any manner whatsoever,
except as otherwise provided for herein.

24.3. None of the terms hereof can be waived or modified except by
an express agreement in writing signed by the party to be charged. The failure
of any party hereto to enforce, or the delay by any party in enforcing, any of
its rights hereunder shall not be deemed a continuing waiver or a modification
thereof and any party may, within the time provided by applicable law, commence
appropriate legal proceedings to enforce any and all of such rights. All rights
and remedies provided for herein shall be cumulative and in addition to any
other rights or remedies such parties may have at law or in equity. Any party
hereto may employ any of the remedies available to it with respect to any of
its rights hereunder without prejudice to the use by it in the future of any
other remedy with respect to any of such rights. No person, firm, or
corporation, other than the parties hereto shall

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be deemed to have acquired any rights by reason of anything contained in this
Agreement.

24.4. This Agreement shall be binding upon and inure to the benefit
of the successors and permitted assigns of the parties hereto. Licensor may
assign all of its rights, duties, and obligations hereunder to any entity to
which the Trademark, or the right to use the Trademark, has been transferred,
or to an affiliate of any such entity. The rights granted to Licensee hereunder
are unique and personal in nature, and neither this Agreement nor the License
may be assigned by Licensee (including without limitation by operation of law)
without Licensor's prior written consent, which may be withheld in Licensor's
sole discretion, but not unreasonably denied. Notwithstanding the foregoing,
Licensee may transfer or assign the rights and obligations granted hereunder
(i) in whole or in part to an Affiliate controlled by Licensee, which Affiliate
agrees in writing to be bound to the terms of this Agreement; or (ii) in whole,
to another corporation or entity that is acquiring all or substantially all of
the assets of Licensee, provided that such surviving corporation or entity (a)
agrees in writing to be bound by the terms of this Agreement, (b) shall be no
less credit-worthy than Licensee is immediately prior to the consummation of
such transfer or assignment, as evidenced by a certificate of confirmation of
an investment banking firm selected by Licensee and reasonably approved by
Licensor, (c) is, and will remain throughout the Term, a public company subject
to the reporting requirements of Sections 13 or 15 of the Securities Exchange
Act of 1934, and (d) has, and throughout the Term will have, no single
individual controlling stockholder. Any attempt by Licensee to transfer any of
its rights or obligations under this Agreement, whether by assignment,
sublicense or otherwise, other than as explicitly permitted pursuant to this
Agreement, shall constitute an event of default, but shall otherwise be null
and void.

24.5. Licensee shall comply with all laws, rules, regulations, and
requirements of any governmental body which may be applicable to the operations
of Licensee contemplated hereby, including, without limitation, as they relate
to the provision, sale, or promotion of Licensed Products or Licensed Services,
notwithstanding the fact that Licensor may have approved such item or con-

33
34
duct. Licensee shall advise Licensor promptly upon obtaining knowledge that any
Licensed Product or Licensed Service does not comply with any such law, rule,
regulation, or requirement.

24.6. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, applicable to contracts made and
to be wholly performed therein without regard to its conflicts of law rules,
and any applicable laws of the United States.

24.7. If the Master License shall terminate for any reason, upon
such termination, Century 21 shall grant the License to Licensee and assume all
of Licensor's rights and obligations hereunder.

24.8. The provisions hereof are severable, and if any provision
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
then such invalidity or unenforceability shall affect only such provision, or
part thereof in such jurisdiction and shall not in any manner affect such
provision in any other jurisdiction, or any other provision in this Agreement
in any jurisdiction. To the extent legally permissible, an arrangement which
reflects the original intent of the parties shall be substituted for such
invalid or unenforceable provision.

24.9. The Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

24.10. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.

24.11. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

24.12. If Licensee shall be delayed or hindered in or prevented from
the performance of any act required hereunder by reason of strikes, lockouts,
labor disputes,

34
35
inability to procure materials, riots, war, act of God or other reason of a
like nature not within the control of Licensee, the period of performance of
any such act shall be extended for a period equivalent to such delay, provided;
however, that none of the foregoing shall in any way excuse or delay Licensee's
obligations to pay Royalties and to comply with the quality standards
hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused the same to be executed by a duly authorized officer as of the day and
year first above written.

TM ACQUISITION CORP.

By: /s/ XXXXXXX X. XXXXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: SVP

AMERICAN REMODELING, INC.

By: /s/ XXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President

CENTURY 21 REAL ESTATE CORPORATION

By: /s/ XXXXX X. XXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President

35
36
Exhibit A

TRADEMARKS

1. CENTURY 21

(CENTURY 21 LOGO)

36
37
Exhibit B

LICENSED PRODUCTS

1. Siding and related products, which related products include, but are
not limited to, overhang and trim.

2. Continuous guttering.

3. Windows and related products, which related products include, but are
not limited to, storm windows (interior and exterior), shutters,
awnings, screens and skylights.

4. Kitchen cabinet refacing and related products, which related products
include, but are not limited to, counter tops and replacement
cabinets.

5. Kitchen and bath remodeling, including all related materials, products
and trades.

6. Roofing and related products, which related products include, but are
not limited to, attic ventilation, insulation, whole house fans and
skylights.

7. Exterior coating.

8. Brick and decorative stone facing.

9. Painting (exterior and interior) and related products, which related
products include, but are not limited to, exterior textured coating
and stucco.

10. Doors, including, but not limited to, entry doors and patio doors.

11. Garage doors.

12. Patio enclosures.

13. Deck, patio, and related products, including, but not limited to, wood
decks, car ports, roofovers and foundations.

37
38

14. Unattached garages.

15. Fencing.

16. HVAC (installation only - not servicing).

17. Swimming pools and related products (installation only - not
servicing).

38
39
Exhibit C

ROYALTY PAYMENTS FOR SECOND HALF OF TERM

Minimum royalties payable by Licensee to Licensor during the Year 2006
shall be $27.9 Million increased by an amount equal to the increase in the GDP
during 2005 as reported by the United States Bureau of Labor Statistics. The
minimum royalty payable for each subsequent Year of the Term shall be computed
by increasing the minimum royalty payable for the preceding calendar year by
the increase in the GDP for such year. Payments shall be made in accordance
with the payment schedule as set forth in Subsection 11.1 of this Agreement.

39
40
Exhibit D

CUSTOMER COMPLAINTS

Attached hereto.

40
41
Exhibit E

CUSTOMER WARRANTY

The written warranties provided to all customers for Licensed Products
and Licensed Services shall be for one year and shall be substantially as set
forth in the forms of the warranties attached hereto.

41
42
CABINET REFACING WARRANTY

________________________________________________________________________________

AMERICAN REMODELING, INC.
(A SEARS AUTHORIZED CONTRACTOR)
LIMITED WARRANTY

1. LIMITED WARRANTY. The Seller agrees to repair or replace at
Seller's expense for a period of one (1) year from completion of installation,
any part of the Product specified in this contract, which upon Seller's
inspection proves to be defective. The Seller, however, is not responsible for
any damages caused by Purchaser through misuse, neglect or accident.

2. WARRANTY DISCLAIMER. Except as set forth in Paragraph 1.
Seller makes NO OTHER EXPRESS WARRANTIES concerning the product.

3. LIMITATION OF LIABILITIES AND REMEDIES. Seller's obligation
described in paragraph 1 above shall be PURCHASER'S SOLE AND EXCLUSIVE REMEDY
AGAINST SELLER FOR ANY LIABILITY. Purchaser agrees that NO OTHER REMEDY SHALL
BE AVAILABLE to Purchaser and that IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGE.

4. ALL IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE ONE (1)
YEAR WARRANTY PERIOD ACCORDINGLY. ANY SUCH IMPLIED WARRANTIES INCLUDING
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE ARE DISCLAIMED
IN THEIR ENTIRETY AFTER THE EXPIRATION OF THE ONE (1) YEAR WARRANTY PERIOD. THE
OBLIGATION UNDER THIS WARRANTY IS STRICTLY LIMITED TO THE REPAIR OR REPLACEMENT
OF DEFECTIVE PARTS.

5. Some states do not allow the exclusion or limitation of
incidental or consequential damages or limitations on how long an implied
warranty lasts, so the above limitations may not apply to you. This warranty
gives you specific legal rights, and you may also have other rights which vary
from state to state.

Service under this warranty is available by calling or writing the following:

AMERICAN REMODELING, INC.
ATTN: Customer Service Department
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Phone: 0-000-000-0000
________________________________________________________________________________
43
TEXTURE COATING WARRANTY

________________________________________________________________________________

MANUFACTURER'S LIMITED WARRANTY FOR AS LONG AS YOU OWN YOUR HOME.
FOR MATERIALS ONLY

Your Sears Authorized Textured House Coating is hereby warranted for as long as
you own your home against chipping, flaking or peeling from the underlying
surface. This warranty is to be in force for as long as you own you home from
the Registration Date (Date of Application) and material replacement only shall
be made by Textured Coatings of America, Inc. should this replacement be
necessary as a result of defect in this product only. Texture Coatings of
America, Inc. shall have no obligation to combine to or otherwise participate
in the labor, or costs associated with effecting repairs. THIS WARRANTY DOES
NOT COVER DAMAGE RESULTING FROM SETTLING OF THE BUILDING, MAJOR BUILDING
MOVEMENT, CRACKING EFFLORESCENCE OR MECHANICAL OR EXTERNAL CAUSES.

This product warranty applies only to residential "HOME IMPROVEMENT" sales. New
construction and commercial use is excluded. Said NON-TEXTURED warranty does
not apply to those portions of the applications which include doors, windows,
and garage doors. This warranty is issued in lieu of all other express
guarantees or warranties. In no event shall Texture Coatings of America, Inc. be
liable for any consequential damages to the building or its contents.

This warranty gives you specific legal rights, and you may have other rights
which vary from state to state. Some states do not allow the exclusion of
limitation of incidental or consequential damages so the above information may
not apply to you. Please ask Representative for additional warranty details.

Service under this warranty is available by simply contacting your Sears
Authorized Contractor at 0-000-000-0000. This warranty is transferable under
certain conditions.

A warranty registration form and a limited warranty will be mailed to each
customer at the time all work has been completed.
________________________________________________________________________________
44
TUFF-GUARD 99(R)
Limited Warranty
Materials Only
TEXTURED HOUSE COATING
FOR AS LONG AS YOU OWN YOU HOME

Premium Registration______
Textured Date______

Your TUFF-GUARD 99 Textured House Coating is hereby warranted for as long as
you own your home against chipping, flaking or peeling from the underlying
surface. This warranty is to be in force for as long as you own your home from
the Registration Date (Date of Application) and material replacement only shall
be made by Textured Coatings of America, Inc. should this replacement be
necessary as a result of defect in this product only. This warranty is
non-transferable and is extended only to the original purchaser of the product.
Textured Coatings of America, Inc. shall have no obligation to the consumer to
contribute to or participate in the labor costs necessary to effect repairs.
Replacement product will be shipped F.O.B. Textured Coatings of America, Inc.'s
closest facility. THIS WARRANTY DOES NOT COVER DAMAGE RESULTING FROM SETTLING OF
THE BUILDING, MAJOR BUILDING MOVEMENT, CRACKING, ROOF LEAKS, ACTS OF GOD,
(I.E., WIND STORMS, HAIL, FLOOD, HURRICANE, TORNADO, OR EARTHQUAKE),
EFFLORESCENCE OR MECHANICAL OR EXTERNAL PHYSICAL CAUSES.

This product warranty applies only to residential "HOME IMPROVEMENT" sales. New
construction and commercial use is excluded. This warranty does not apply to
trim, garage doors, wood, and any movable surfaces.

This warranty is issued in lieu of all other guarantees or warranties. The
terms of this warranty are limited to the express warranties contained herein
and are not subject to modification. Any additional promises or guarantees made
by the sales representative SHALL NOT become part of this limited warranty. In
no event shall Textured Coatings of America, Inc. be liable for any
consequential damage or damages to the building or its contents.

This warranty gives you specific legal rights, and you may also have other
rights which may vary from state to state. Some states do not allow the
exclusion or limitation of incidental or consequential damages so the above
limitation may not apply to you.

Service under this warranty is available by simply contacting 0-000-000-0000.

THIS CERTIFICATE

ISSUED TO: ISSUED BY:

TEXTURED COATINGS OF AMERICA, INC.
--------------------------------- 0000 X. Xxxxxx Xxxxxxxxx
Xxxxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000

---------------------------------
Street

---------------------------------
City, State, Zip Code

MANUFACTURED BY TEXTURED COATINGS OF AMERICA, INC., 0000 X. Xxxxxx Xxxx., Xxx
Xxxxxxx, XX 00000
45
TUFF-GUARD 99(R)
Limited Warranty
Materials Only
TEXTURED HOUSE COATING
FIFTEEN (15) YEARS

Premium Registration______
Textured Date______

Your TUFF-GUARD 99 Textured House Coating is hereby warranted Fifteen (15)
Years against chipping, flaking or peeling from the underlying surface. This
warranty is to be in force for Fifteen (15) Years from the Registration Date
(Date of Application) and material replacement only shall be made by Textured
Coatings of America, Inc. should this replacement be necessary as a result of
defect in this product only. This warranty is non-transferable and is extended
only to the original purchaser of the product. Textured Coatings of America,
Inc. shall have no obligation to the consumer to contribute to or participate
in the labor costs necessary to effect repairs. Replacement product will be
shipped F.O.B. Textured Coatings of America, Inc.'s closest facility. THIS
WARRANTY DOES NOT COVER DAMAGE RESULTING FROM SETTLING OF THE BUILDING, MAJOR
BUILDING MOVEMENT, CRACKING, ROOF LEAKS, ACTS OF GOD, (I.E., WIND STORMS, HAIL,
FLOOD, HURRICANE, TORNADO, OR EARTHQUAKE), EFFLORESCENCE OR MECHANICAL OR
EXTERNAL PHYSICAL CAUSES.

Service under this warranty is available by simply contacting 0-000-000-0000.

THIS CERTIFICATE

ISSUED TO: ISSUED BY:

TEXTURED COATINGS OF AMERICA, INC.
--------------------------------- 0000 X. Xxxxxx Xxxxxxxxx
Xxxxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000

---------------------------------
Street

---------------------------------
City, State, Zip Code

MANUFACTURED BY TEXTURED COATINGS OF AMERICA, INC., 0000 X. Xxxxxx Xxxx., Xxx
Xxxxxxx, XX 00000
46
TUFF-GUARD 99(R)
Limited Warranty
Materials Only
TEXTURED HOUSE COATING
TEN (10) YEARS

Premium Registration______
Textured Date______

Your TUFF-GUARD 99 Textured House Coating is hereby warranted Ten (10) Years
against chipping, flaking or peeling from the underlying surface. This warranty
is to be in force for Ten (10) Years from the Registration Date (Date of
Application) and material replacement only shall be made by Textured Coatings
of America, Inc. should this replacement be necessary as a result of defect in
this product only. This warranty is non-transferable and is extended only to
the original purchaser of the product. Textured Coatings of America, Inc. shall
have no obligation to the consumer to contribute to or participate in the labor
costs necessary to effect repairs. Replacement product will be shipped F.O.B.
Textured Coatings of America, Inc.'s closest facility. THIS WARRANTY DOES NOT
COVER DAMAGE RESULTING FROM SETTLING OF THE BUILDING, MAJOR BUILDING MOVEMENT,
CRACKING, ROOF LEAKS, ACTS OF GOD, (I.E., WIND STORMS, HAIL, FLOOD, HURRICANE,
TORNADO, OR EARTHQUAKE), EFFLORESCENCE OR MECHANICAL OR EXTERNAL PHYSICAL
CAUSES.

Service under this warranty is available by simply contacting 0-000-000-0000.

THIS CERTIFICATE

ISSUED TO: ISSUED BY:

TEXTURED COATINGS OF AMERICA, INC.
--------------------------------- 0000 X. Xxxxxx Xxxxxxxxx
Xxxxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000

---------------------------------
Street

---------------------------------
City, State, Zip Code

MANUFACTURED BY TEXTURED COATINGS OF AMERICA, INC., 0000 X. Xxxxxx Xxxx., Xxx
Xxxxxxx, XX 00000
47
________________________________________________________________________________

QUALITY WARRANTY

LIMITED WARRANTY

KENSINGTON WINDOWS INC. warrants to you, the original purchaser of The Quality
Vinyl Replacement Windows and/or Sliding Glass Doors, that these products will
be free from defects in materials and workmanship under normal use and service,
except for moving parts and insulating glass, for a period of ten (10) years
from the date of original purchase to the original consumer purchaser.

Purchaser(s) should sign and return the attached Warranty Registration
Certificate within thirty (30) days of the date of installation to establish
proof of purchase. The purchaser(s) are not required to return the warranty
registration certificate and failure to do so will not affect the purchaser(s)
rights under this warranty so long as the original purchaser(s) can prove in a
reasonable manner the information requested on the warranty registration
certificate.

VINYL LINEALS - 10 YEARS
The rigid vinyl in the product is warranted against chipping, cracking,
peeling, pitting or blistering, for a period of ten (10) years from the date in
which those products were installed. This limited warranty does not apply to
any damage caused by improper installation, accident, fire, hail, flood,
explosion, misuse, abuse, vandalism or other external forces.

INSULATING GLASS - 10 YEARS
The sealed insulating glass unit is warranted against defects resulting in
material obstruction of vision from film formation caused by dust or moisture
in the dead air space of the sealed unit for a period of ten (10) years from
the date of installation. Small marks, scratches and spots which do not exceed
our company standards or federal government specifications DD-04516 do not make
insulating glass units defective.

FIBERGLASS SCREENS - 10 YEARS
The materials used in manufacturing screens are warranted for a period of ten
(10) years from the date of installation. This warranty does not apply to any
damage caused by improper installation, accident, fire, flood, explosion,
misuse, abuse, vandalism, or other external forces. The warranty shall be
limited to providing you with new screen material and/or frames or spine for
any manufacturing defect in the screen.

MOVING PARTS - 5 YEARS - NOT TRANSFERABLE
Moving parts, such as balances that are used on double hung products and
locking mechanisms are warranted for a period of five (5) years from the date
of installation to the original purchaser only.

PROCEDURE
If you believe your window or any part thereof is defective in any manner
covered by the Limited Warranty, call Toll Free 0-000-000-0000 and explain in
detail the nature of the product problem. In some instances you may be asked to
submit picture or send representative samples of the defect to the manufacturer
at the address listed below. If the defect is covered by the Limited Warranty,
Kensington Windows Inc. will replace the defective part(s) or complete window
unit(s) with new part(s) or new window unit(s) at no charge (except as
otherwise provided herein) in accordance with the terms of the warranty. In all
cases the manufacturer reserves the right to determine if repair or replacement
is the proper method to relieve the defect. Repair, replacement or refund under
the Limited Warranty or under any other warranty (including any implied
warranty of merchantability or fitness for a particular purpose) is your
exclusive remedy. Kensington Windows Inc. shall not be liable for any
incidental or consequential damages arising from a breach of any expressed or
implied warranties or for any labor involved in replacing parts or complete
window units after one (1) year from the date of original installation, except
where prohibited by applicable law. Any implied warranty of merchantability or
fitness for a particular purpose is limited to the duration of this Limited
Warranty.

MOVING PARTS
Upon inspection and verification that the part failed due to manufacturing
defect, a new replacement part will then be forwarded to you at no charge.
Replacement parts furnished may very somewhat in appearance due to possible
design modifications.

VINYL, LINEALS, INSULATING GLASS, AND FIBERGLASS SCREENS
Upon inspection, if the manufacturer determines that the component has failed
due to manufacturing defect, during the one (1) year period from date of window
installation the manufacturer will pay the cost of labor. During the (1) year
period, there will be no charge to the Original Purchaser for repair or
replacement of the warranted window part or component under the provisions of
this Limited Warranty.

At the expiration of the one (1) year warranty, if an inspection substantiates
that the material has failed due to manufacturer defect, and is covered under
the warranty, a replacement part will be shipped to a designated distribution
center closest to you at no extra charge. At your option you may pick up the
part at the designated distribution center or pay the shipping costs to have
the component shipped directly to you.

KENSINGTON WINDOWS, INC. WILL NOT BE LIABLE FOR ANY LABOR INVOLVED IN REPLACING
ANY PARTS AFTER ONE (1) YEAR FROM THE DATE OF INSTALLATION. AFTER ONE (1) YEAR
ALL LABOR COSTS ARE THE RESPONSIBILITY OF THE CONSUMER.

This limited warranty is made in lieu of all other express warranties and
extends only to the original consumer's purchases. In no event shall KENSINGTON
WINDOWS INC. be liable for special incidental, or consequential damages or for
any delays in the performance of this warranty due to circumstances beyond our
control.

CONDENSATION
Condensation on glass is the natural result of excessive moisture in the house
and does not indicate a defective product or faulty installation. Additional
information is available upon request.

COLOR
The vinyl will maintain its manufactured color as it ages; however, atmospheric
pollution and residues deposited on the window can discolor them. Mild soaps or
detergents are usually all that is necessary to restore its original
manufactured color.

CAULKING
On some installations, caulking is used to seal the frame or trim packages
against water or air penetration. Caulking is not considered part of the
window/door, and therefore, is not covered under this warranty. Caulking is
normally considered a maintenance responsibility of the homeowner.

Kensington Windows Inc. reserves the right to charge, alter, or discontinue any
of its products at its sole discretion. If any part, component or complete
window unit is not available at the time of any claim by you under this Limited
Warranty, Kensington reserves the right to substitute another product that in
its sole discretion is of equal quality and value or at its sole option refund
the original purchase price paid for the window unit(s) in involved in the
warranty request.

Some states do not allow the exclusion or limitation of incidental or
consequential damages or the limitation of remedies for breach of warranty, so
the above limitations or exclusions may not apply to you. This warranty gives
you specific legal rights. You also have other rights which vary from state to
state.

Manufactured by:
Kensington Windows Inc.
RD #1, One Kiski Xxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
________________________________________________________________________________

REGISTRATION & ACKNOWLEDGEMENT CARD
(This card is to be filled out and mailed to Kensington
Windows Inc. within 30 days
after installation.
-------------------
Registration Number
005101

Original purchaser's name:
-----------------------------------------------------
Original purchaser's address:
-------------------------------------------------

Applicator/Dealer name: AMRE REMODELING/AMERICAN REMODELING
-------------------------------------------------------
Applicator/Dealer address: 0000 XXXXX XXXXXXXX XXXXXXX XXXXX XXXXX,
XXXXXX, XXXXX, 00000
----------------------------------------------------
Product Installed: Color
------------------- ---------------------------------

Purchase Price: Date:
--------------------------------------- -----------------
48
________________________________________________________________________________
Registration Number
001062

QUALITY WARRANTY

LIMITED WARRANTY

GREAT LAKES WINDOW, INC. warrants to you, the original purchaser of The Quality
Vinyl Replacement Windows and/or Sliding Glass Doors, that these products will
be free from defects in materials and workmanship, except for moving parts, for
a period of ten (10) years from the date of original purchase to the original
consumer purchaser.

PROCEDURE The procedure for obtaining performance of the product obligation is
simple. If any part of the product described above should fail, call TOLL FREE
0-000-000-0000 and explain in detail the nature of the product problem. The
following actions will then be taken.

MOVING PARTS
Upon inspection and verification that the part failed due to manufacturing
defect, a new replacement part will then be forwarded to you at no extra charge.
Replacement parts furnished may very somewhat in appearance due to possible
design modifications.

VINYL, LINEALS, INSULATING GLASS, AND FIBERGLASS SCREENS
Upon inspection, if the manufacturer determines that the component has failed
due to manufacturing defect, during the one (1) year period from date of window
installation the manufacturer will provide the labor at no charge to the
Original Purchaser for repair or replacement of the warranted window part or
component under the providers of this Limited Warranty.

GREAT LAKES WINDOW, INC. WILL NOT BE LIABLE FOR ANY LABOR INVOLVED IN REPLACING
ANY PARTS AFTER ONE (1) YEAR FROM THE DATE OF INSTALLATION. AFTER ONE (1) YEAR
ALL LABOR COSTS ARE THE RESPONSIBILITY OF THE CONSUMER.

This limited warranty is made in lieu of all other express warranties and
extends only to the original consumer's purchase. In no event shall GREAT LAKES
WINDOW, INC. be liable for special incidental, or consequential damages or for
any delays in the performance of this warranty due to circumstances beyond our
control.

Some states do not allow the exclusion or limitation of incidental or
consequential damages or the limitation of remedies for breach of warranty,
so the above limitations or exclusions may not apply to you. This warranty
gives you specific legal rights. You also have other rights which vary from
state to state.

Warranted by:
(GREAT LAKES Great Lakes Window, Inc. (A PLY GEM
WINDOW LOGO) X.X. Xxx 0000 COMPANY LOGO)
Xxxxxx, Xxxx 00000-0000
________________________________________________________________________________

REGISTRATION & ACKNOWLEDGEMENT CARD
(This card is to be filled out and mailed to Great Lakes Window, Inc. within
30 days after installation.
-------------------
Registration Number
001062

Original purchaser's name:
-----------------------------------------------------
Original purchaser's address:
-------------------------------------------------

Purchase Price: Date:
--------------------------------------- -----------------
49
-------------------
Registration Number
01887
(BIRD VINYL PRODUCTS LOGO)

50 YEAR NON-TRANSFERABLE
VINYL SIDING & SOFFIT LIMITED WARRANTY

Bird Vinyl Products (Bird) hereby warrants that subject to the terms,
conditions, and limitations set forth below, Bird's private label Better Grade
vinyl siding and vinyl soffit, Bird's Standard Grade vinyl siding and related
vinyl accessories manufactured by Bird are free from manufacturing defects and
will not corrode, blister, peel or flake, will not conduct electricity so as to
require grounding, will not deteriorate as a result of salt spray, windblown
sand or termite activity, and meet the American Society of Testing Materials
Test D-635 for non combustibility.

WARRANTY COVERAGE
ORIGINAL OWNER - If any defect covered hereby is discovered by the original
owner, Bird, at its option, will repair or replace the defective material
(providing all material and labor reasonably necessary to remedy the covered
defect). Any costs and expenses beyond Bird's liability hereunder shall be the
owner's responsibility.

COMMERCIAL/GOVERNMENT OR PUBLIC OWNERSHIP
If the structure upon which the product is applied is owned by an entity other
than an individual, be it a corporation, partnership, an unincorporated
association, or by a government or public entity, including, without limitation,
a church or school, the warranty period shall be a fifty (50) year prorated on
the following basis: First three years following installation 100% replacement,
replacement in subsequent years during the term of this warranty shall decline
10% per year, but Bird's liability shall not be less than 10% unless Bird's
obligation hereunder shall cease sooner under the terms and conditions of this
warranty.

COVERAGE EXCLUSIONS AND LIMITATIONS
This Warranty covers only manufacturing defects, and Bird shall not be liable
for material failures attributable in whole or in part to any other causes,
including but not limited to:

1. Faulty application or application not in accordance with Bird's
written instructions;

2. Impact of foreign objects;

3. Hurricane, tornado, xxxx, lightning, hail damage, flood or other
violent or unusual phenomena of the elements, or fire, or other
casualties;

4. Defect, deterioration, movement or casualty occurring in the substrate
wall on which the siding is applied or in any other structural part of
the building;

5. Normal surface weathering: normal surface weathering is defined as
exposure to sunlight and extremes of weather and atmosphere which will
cause any colored surface to gradually fade, chalk, or suffer an
accumulation of surface dirt or stains. The severity of any of these
conditions depends upon the geographical location of your home, the
cleanliness of the air in you area and many other local influences
over which Bird has no control, (if Bird determines that fading other
than normal weathering or disclaimers stated above has occurred,
warranty coverage shall be prorated on the following basis: First five
years following installation 100% replacement; replacement in
subsequent years during the term of this warranty shall decline 10%
per year, but Bird's liability shall not be less than 10% unless
Bird's obligation hereunder shall cease sooner under the terms and
conditions of this warranty.)

6. Surface discoloration due to air pollution;

7. Discoloration or damage caused by exposure to harmful chemicals;

8. Use of incompatible accessories or accessories not manufactured by
Bird;

9. Aluminum and PVC coated trim coil are not covered by this warranty;

10. Xxxxx panels and xxxxx trim are warranted only for soffit application.

BIRD SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL, REMOTE OR CONSEQUENTIAL
DAMAGES (INCLUDING WITHOUT LIMITATION INJURY TO PERSONS OR DAMAGE TO ANY
BUILDING OR ANY CONTENT THEREOF) RESULTING FROM BREACH OF THIS OR ANY OTHER
WARRANTY, WITH RESPECT TO BIRD'S PRIVATE LABEL BETTER GRADE VINYL SIDING AND
VINYL SOFFIT; BIRD'S STANDARD GRADE VINYL SIDING; AND RELATED VINYL ACCESSORIES
MANUFACTURED BY BIRD, EXCEPT TO THE EXTENT THAT AN ALLOWANCE FOR INCIDENTAL
DAMAGES IS MANDATED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY TO YOU.

Bird reserves the right to discontinue and/or make changes to any of its
products. In the event that products identical to those covered by this
Warranty are not available for replacement purposes, Bird shall have the right
to substitute reasonably equivalent products.

This Warranty is the only express warranty made by Bird in connection with the
sale of Bird's private label Better Grade vinyl siding and vinyl soffit, Bird's
Standard Grade vinyl siding, and related vinyl accessories manufactured by
Bird. No representative of Bird and or any other person has any authority
whatsoever to accept for Bird any additional or different liability or
responsibility for vinyl panels or related accessories which Bird has
manufactured.

This warranty gives you specific legal rights, and you may also have other
rights which may vary from state to state.

REGISTRATION AND ACKNOWLEDGEMENT CARD
This Warranty is valid only after the REGISTRATION AND ACKNOWLEDGEMENT CARD is
completed, signed by the original owner and mailed to Bird within thirty (30)
days after installation has been completed. This warranty is non-transferable
to a successor owner. In the vent that the REGISTRATION AND ACKNOWLEDGEMENT
CARD is not mailed to Bird as set forth above, liability of Bird to the
original purchaser(s) shall be limited to providing replacement material. Any
claims made hereunder must be accompanied by claimants check in the amount of
fifty dollars to cover Bird's expenses in examining and testing the product. In
the event that the product is defective, this amount will be returned to
claimant.

CLAIMS PROCEDURE
To make a claim under this Warranty, the owner must notify Bird within a
reasonable time after discovering the defect (Bird considers 30 days to be a
reasonable time), either in writing by registered or certified mail addressed
to Bird Vinyl Products, 0000 Xxxxxxx Xxxxx, X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxx
00000, or by other means reasonably calculated to inform Bird's Claim
Department, at the above address, of the defect, provide Bird with satisfactory
proof of purchase and tender to Bird the fifty dollars ($50) check mentioned
earlier. The owner shall also afford Bird reasonable opportunity to inspect the
material and take samples before steps are taken to remedy the defect.

REGISTRATION & ACKNOWLEDGEMENT CARD
(This card is to be filled out and mailed within 30 days after application to
Bird Vinyl Products)
-------------------
Registration Number
018887

Original purchaser's name:
-----------------------------------------------------
Original purchaser's address:
-------------------------------------------------

Applicator/Dealer name: AMRE REMODELING/AMERICAN REMODELING
-------------------------------------------------------
Applicator/Dealer address: 0000 XXXXX XXXXXXXX XXXXXXX XXXXX XXXXX,
XXXXXX, XXXXX, 00000
----------------------------------------------------
Product Installed: Color Squares Installed:
------------ ---------- ------------

Purchase Price: Date:
--------------------------------------- -----------------
50
(BIRD VINYL PRODUCTS LOGO)

50 YEAR
VINYL SIDING
& SOFFIT
LIMITED WARRANTY

MAINTENANCE INSTRUCTIONS

1. Wash the siding with an ordinary long-handled car washing brush that
fastens to your hose, available at your local auto supply store. It
lets you wash the siding just like you wash your car.

2. If the dirt is hard to remove, such as soot and grime found in
industrial areas, wipe the siding with a solution of: 1/3 cup powder
detergent, 2/3 cup household cleaner, 1 gallon water.

3. If mildew is a problem in you area, use the solution above but
substitute 1 quart liquid laundry bleach for 1 quart of water.

4. If stubborn stains exist, see stain removal chart. Observe the
precautionary labeling instructions on the cleaning agent container.
Protect shrubs form direct contact with cleaning agents.

IMPORTANT: FIRE SAFETY INFORMATION

Exterior vinyl building materials require little maintenance for many
years. Nevertheless, common sense dictates that builders and suppliers
of vinyl products store, handle and install vinyl materials in a
manner that avoids damage to the product and/or the structure. Owners
and installers should take few a single steps to protect vinyl building
materials from fire.

NOTICE TO HOME AND BUILDING OWNERS:

Rigid vinyl siding is made from organic materials and will melt or
burn when exposed to a significant source of flame or heat. Building
owners, occupants and outside maintenance personnel should always take
normal precautions to keep sources of fire, such as barbecues, and
combustible materials, such as dry leaves, mulch and trash, away from
vinyl siding.

(BIRD VINYL PRODUCTS LOGO)

Bird Vinyl Products
0000 Xxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000

STAIN REMOVAL

----------------------------------------------------------------------------------------------------------------
STAINING AGENTS CLEANING AGENTS PREPARATION SPECIAL CLEANING PROCEDURES
----------------------------------------------------------------------------------------------------------------

Light oils and greases Solvents-- Remove excess with Use soft cloth to apply mineral
Heavy grease Mineral spirits plastic or wood scraper spirits. Avoid polishing stained
Caulking compound V.M.P., naphtha area by using too much pressure.
Wax, Crayon auto tar remover After removing stain, rinse area
Asphalt, tars, etc. with water.
----------------------------------------------------------------------------------------------------------------
Inks (marking) Cleaning fluid Remove excess with Use soft cloth to apply cleaning
Nail polish (trichloroethylene) plastic or wood scraper fluid (trichloroethylene). Avoid
Paint chill gum to remove polishing stained area by using
Gum, Lipstick excess. too much pressure. After removing
stain, rinse area with water.
----------------------------------------------------------------------------------------------------------------
Rust stains Oxalic acid-- Make solution of 1 Apply oxalic acid solution with soft
Auto radiator cleaner tablespoon of oxalic acid bristle brush, wipe with damp cloth,
crystals to 1 cup warm and then flush with rust-free water.
water (Use rubber gloves and protect eyes
and face.)
----------------------------------------------------------------------------------------------------------------
Stubborn stains Xylene Try above procedures Dampen small section of cloth with
(1-3). If they fail to Xylene, rub vigorously. Do not
remove spots, then use remove any more material than
this procedure. necessary. Rinse area with water.
----------------------------------------------------------------------------------------------------------------

Mail to:
Bird Vinyl Products
0000 Xxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
51
VINYL SIDING WARRANTY

SEARS-AUTHORIZED SERVICES WARRANTY: In addition to any warranty
extended to you on the product(s) used in service, should the
workmanship (or application) of this Sears-authorized service
prove faulty within scheduled time in #28 on front of this
agreement, Sears-authorized contractor will, upon notice from
you, cause such faults to be corrected by repair at no
additional cost to you.

Service under this warranty is available by calling 0 (000) 000-0000. This
warranty gives you specific legal rights, and you may also have other rights
which vary from state to state.

52
Registration Number
001375
(VARIFORM(R) LOGO)

50 YEAR NON-TRANSFERABLE
VINYL SIDING & SOFFIT LIMITED WARRANTY

Variform Inc. ("Variform") hereby warrants that subject to the terms,
conditions, and limitations set forth below. Variform's private label Better
Grade double 5 siding and double 5 soffit panels and related vinyl siding
accessories manufactured by Variform are free from manufacturing defects and
will not corrode, blister, peel or flake, will not conduct electricity so as
to require grounding, will not deteriorate as a result of salt spray, windblown
sand or termite activity, and meet the American Society of Testing Materials
Test D-635 for non combustibility.

WARRANTY COVERAGE ORIGINAL OWNER - if any defect covered hereby is discovered
by the original owner, Variform, at its option, will repair or replace the
defective material (providing all material and labor reasonably necessary to
remedy the covered defect). Any costs and expenses beyond Variform's liability
hereunder shall be the owner's responsibility.

COMMERCIAL/GOVERNMENT OR PUBLIC OWNERSHIP If the structure upon which the
product is applied is owned by an entity other than an individual, be it a
corporation, partnership, an unincorporated association, or by a government or
public entity, including, without limitation, a church or school, the warranty
period shall be a fifty (50) year prorated on the following basis: First three
years following installation 100% replacement, replacement in subsequent years
during the term of this warranty shall decline 10% per year, but Variform's
liability shall not be less than 10% unless Variform's obligation hereunder
shall cease sooner under the terms and conditions of this warranty.

COVERAGE EXCLUSIONS AND LIMITATIONS
This Warranty covers only manufacturing defects, and Variform shall not be
liable for material failures attributable in whole or in part to any other
causes, including but not limited to;

1. Faulty application or application not in accordance with Variform's
written instructions;

2. Impact of foreign objects;

3. Hurricane, tornado, xxxx, lightning, hail damage, flood or other
violent or unusual phenomena of the elements, or fire, or other
casualties;

4. Defect, deterioration, movement or casualty occurring in the substrate
wall on which the siding is applied or in any other structural part of
the building;

5. Normal surface weathering: normal surface weathering is defined as
exposure to sunlight and extremes of weather and atmosphere which will
cause any colored surface to gradually fade, chalk, or suffer an
accumulation of surface dirt or stains. The severity of any of these
conditions depends upon the geographical location of your home, the
cleanliness of the air in you area and many other local influences
over which Variform has no control, (if Variform determines that
fading other than normal weathering or disclaimers stated above has
occurred, warranty coverage shall be prorated on the following basis:
First five years following installation 100% replacement; replacement
in subsequent years during the term of this warranty shall decline 10%
per year, but Variform's liability shall not be less than 10% unless
Variform's obligation hereunder shall cease sooner under the terms and
conditions of this warranty.)

6. Surface discoloration due to air pollution;

7. Discoloration or damage caused by exposure to harmful chemicals;

8. Use of incompatible accessories or accessories not manufactured by
Variform;

9. Aluminum and PVC coated trim coil are not covered by this warranty;

10. Xxxxx panels and xxxxx trim are warranted only for soffit application.

VARIFORM SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL, REMOTE OR CONSEQUENTIAL
DAMAGES (INCLUDING WITHOUT LIMITATION INJURY TO PERSONS OR DAMAGE TO ANY
BUILDING OR ANY CONTENT THEREOF) RESULTING FROM BREACH OF THIS OR ANY OTHER
WARRANTY, WITH RESPECT TO VARIFORM'S BETTER GRADE VINYL SIDING AND ACCESSORIES,
EXCEPT TO THE EXTENT THAT AN ALLOWANCE FOR INCIDENTAL DAMAGES IS MANDATED BY
APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU.

Variform reserves the right to discontinue and/or make changes to any of its
products. In the event that products identical to those covered by this
Warranty are not available for replacement purposes, Variform shall have the
right to substitute reasonably equivalent products.

This Warranty is the only express warranty made by Variform in connection with
the sale of Variform's Better Grade vinyl siding soffit panels and related
accessories. No representative of Variform and or any other person has any
authority whatsoever to accept for Variform any additional or different
liability or responsibility for vinyl panels or related accessories which
Variform has manufactured.

This warranty gives you specific legal rights, and you may also have other
rights which may vary from state to state.

REGISTRATION AND ACKNOWLEDGEMENT CARD
This Warranty is valid only after the REGISTRATION AND ACKNOWLEDGEMENT CARD is
completed, signed by the original owner and mailed to Variform within thirty
(30) days after installation has been completed. This warranty is
non-transferable to a successor owner. In the vent that the REGISTRATION AND
ACKNOWLEDGEMENT CARD is not mailed to Variform as set forth above, liability of
Variform to the original purchaser(s) shall be limited to providing replacement
material. Any claims made hereunder must be accompanied by claimant's check in
the amount of fifty dollars to cover Variform's expenses in examining and
testing the product. In the event that the product is defective, this amount
will be returned to claimant.

CLAIMS PROCEDURE To make a claim under this Warranty, the owner must notify
Variform within a reasonable time after discovering the defect (Variform
considers 30 days to be a reasonable time), either in writing by registered or
certified mail addressed to Lifetime Warranty Dept. Inc., X.X. Xxx 000 Xxxxxxx,
Xxxxxxxx 00000, or by other means reasonably calculated to inform Variform's
Claim Department, at the above address, of the defect, provide Variform with
satisfactory proof of purchase or transfer of warranty right and tender to
Variform the fifty dollars ($50) check mentioned earlier. The owner shall also
afford Variform reasonable opportunity to inspect the material and take samples
before steps are taken to remedy the defect.

REGISTRATION & ACKNOWLEDGEMENT CARD
(This card is to be filled out and mailed to Veriform, Inc. within 30
days after installation)
-------------------
Registration Number
001375

Original purchaser's name:
-----------------------------------------------------
Original purchaser's address:
-------------------------------------------------

Purchase Price: Date:
--------------------------------------- -----------------
53
(VARIFORM(R) LOGO)

50 YEAR
NON-TRANSFERABLE
VINYL SIDING
& SOFFIT
LIMITED WARRANTY

MAINTENANCE INSTRUCTIONS

1. Wash the siding with an ordinary long-handled car washing brush that
fastens to your hose, available at your local auto supply store. It
lets you wash the siding just like you wash your car.

2. If the dirt is hard to remove, such as soot and grime found in
industrial areas, wipe the siding with a solution of: 1/3 cup powder
detergent, 2/3 cup household cleaner, 1 gallon water.

3. If mildew is a problem in you area, use the solution above but
substitute 1 quart liquid laundry bleach for 1 quart of water.

4. If stubborn stains exist, see stain removal chart. Observe the
precautionary labeling instructions on the cleaning agent container.
Protect shrubs form direct contact with cleaning agents.

IMPORTANT: FIRE SAFETY INFORMATION

Exterior vinyl building materials require little maintenance for many years.
Nevertheless, common sense dictates that builders and suppliers of vinyl
products store, handle and install vinyl materials in a manner that avoids
damage to the product and/or the structure. Owners and installers should take
a few single steps to protect vinyl building materials from fire.

NOTICE TO HOME AND BUILDING OWNERS:

Rigid vinyl siding is made from organic materials and will melt or burn when
exposed to a significant source of flame or heat. Building owners, occupants
and outside maintenance personnel should always take normal precautions to keep
sources of fire, such as barbecues, and combustible materials, such as dry
leaves, mulch and trash, away from vinyl siding.

(VARIFORM(R) LOGO)

Lifetime Warranty Dept. Inc.
X.X. Xxx 000
Xxxxxxx, Xxxxxxxx 00000

STAIN REMOVAL

Light oils and greases Solvents-- Remove excess with Use soft cloth to apply mineral
Heavy greases Mineral spirits plastic or wood scraper spirits. Avoid polishing stained
Caulking compound V.M.P., naphtha area by using too much pressure.
Wax, Crayon auto tar remover After removing stain, rinse area
Asphalt, tars, etc. with water.
----------------------------------------------------------------------------------------------------------------
Inks (marking) Cleaning fluid Remove excess with Use soft cloth to apply cleaning
Nail polish (trichloroethylene) plastic or wood scraper fluid (trichloroethylene). Avoid
Paint chill gum to remove polishing stained area by suing
Gum, Lipstick excess. too much pressure. After removing
stain, rinse are with water.
----------------------------------------------------------------------------------------------------------------
Rust stains Oxalic acid-- Make solution of 1 Apply oxalic acid solution with soft
Auto radiator cleaner tablespoon of oxalic acid bristle brush, wipe with damp cloth,
crystals to 1 cup warm and then flush with rust-free water.
water (Use rubber gloves and protect eyes
and face.)
----------------------------------------------------------------------------------------------------------------
Stubborn stains Xylene Try above procedures Dampen small section of cloth with
(1-3). If they fail to Xylene, rub vigorously. Do not
remove spots, then use remove any more material than
this procedure. necessary. Rinse area with water.
--------------------------------------------------------------------------------------------------------------

Mail to:
Lifetime Warranty Dept. Inc.
X.X. Xxx 000
Xxxxxxx, Xxxxxxxx 00000
54
CUSTOM-FIT PREMIUM WINDOWS WARRANTY

SEARS-AUTHORIZED SERVICES WARRANTY: In addition to any warranty
extended to you on the product(s) used in service, should the
workmanship (or application) of this Sears-authorized service
prove faulty within scheduled time in #16 on front of this
agreement, Sears-authorized contractor will, upon notice from
you, cause such faults to be corrected by repair at no
additional cost to you.

Service under this warranty is available by calling 0 (000) 000-0000. This
warranty gives you specific legal rights, and you may also have other rights
which vary from state to state.
55
Exhibit F

LICENSEE PERFORMANCE STANDARDS

Licensee's specifications and performance standards currently in
effect require first class installation and high quality products consistent
with the respective price of such product or service. All products offered by
Licensee shall be commercially acceptable for the purposes for which they are
sold.

42
56
Exhibit G

REFERRAL SERVICE FEE

Licensee will pay a Referral Service Fee to Franchisees equal to ten
percent (10%) of the Contract Revenue realized by Licensee as a direct result
of referrals received in accordance with the Joint Referral Program. Licensor
and Century 21 shall use commercially reasonable efforts to establish a program
with Franchisees whereby the Referral Service Fee is equitably divided between
the Franchisee's agent or employee producing the referral and the owners of the
franchise, in order to encourage the production of referrals by the
Franchisees' agents and employees.

43
57
Exhibit H

JOINT REFERRAL PROGRAM

Licensor and Century 21, in conjunction with the Franchisees, shall
use commercially reasonable efforts to establish a program whereby the agents
and employees of Franchisees will submit to Licensee the name, address, and
telephone number of any of their customers who have indicated in writing a
desire to have a sales representative make a presentation within an agreed upon
period of time with respect to one or more specified Licensed Products or
Licensed Services. In the event that Licensee has previously been contacted by
the customer with respect to the specific Licensed Product or Licensed Service,
the provision of such information shall not constitute a referral for purposes
of payment of a Referral Service Fee. Licensee agrees to use commercially
reasonable efforts to assist Licensor and Century 21 in establishing the Joint
Referral Program. The Joint Referral Program shall be developed in consultation
with, and subject to the approval of, legal counsel to ensure compliance with
RESPA and all other applicable laws and regulations.

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1 EXHIBIT 7.1 LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is entered into as of the 17th day of October, 1995 between TM Acquisition Corp., a Delaware corporation, with an address at 3838 East Van Buren, Phoenix, Arizona 85008 ("Licensor"),...

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