Color Tile Inc Watch

from 10-Q 1 page Chemical Bank 270 Park Avenue New York, Ny 10017-2070 November 8, 1995 Bart A. Brown President and Chief Executive Officer Color Tile, Inc. 515 Houston Street Fort Worth, Texas 76102-3933 Re: Amendment of Chemical Bank $15,000,000 Note Dear Bart: Reference Is Made to the $15,000,000 Promissory Note, Dated September 28, 1995 (The "Note"), Made by Color Tile, Inc. (The "Company") in Favor of Chemical Bank (The "Bank"). Subsection 6(b) of the Note (Events of Default) Is Hereby Amended by Adding the Following Phrase Immediately After the Words "Other Amount Becomes Due" in Clause (Iii)(a)(y) of Said Subsection: "(Or on or Before January 14, 1996 in the Case of the Interest Payment Due on December 31, 1995)". Except to the Extent Amended Pursuant to This Amendment, the Provisions of the Note Are and Shall Remain in Full Force and Effect in Accordance With Their Terms. This Amendment May Be Executed by the Company and the Bank in Separate Counterparts and Both of Said Counterparts Taken Together Shall Be Deemed to Constitute One and the Same Instrument. This Amendment Shall Be Governed By, and Construed and Interpreted in Accordance With, the Laws of the State of New York. <page> Bart Brown -2- November 8, 1995 This Amendment Shall Become Effective as of November 8, 1995 Upon Receipt by the Bank of an Executed Copy of This Amendment Duly Executed and Delivered by a Duly Authorized Officer of the Company and the Bank. Color Tile, Inc. By: /S/ Bart A. Brown, Jr. Title: Chairman Chemical Bank By: /S/ Mary Ellen Egbert Title: Vice President

from 10-Q ~5 pages Indemnity Agreement-Perry Odak

from 10-Q 1 page Form of Agreement-Bart A. Brown

from 10-Q ~10 pages Employment Agreement-Bart A. Brown, Jr.

from 10-Q ~10 pages Promissory Note-Chemical Bank, N.A.

from 10-Q 1 page Amendment This Is an Amendment to the Agreement Re Resignation and Consulting Dated as of July 25, 1995 by and Among Nln, Color Tile and Holdings (The "Agreement"), With Defined Terms Having the Same Meanings Herein as Therein. the Purpose of This Amendment Is to Cause the Resignation Date to Be Changed From September 30, 1995 to the Date Hereof, Without Changing the Financial Understandings Among the Parties. to That End, This Amendment Affects the Numbered Paragraphs of the Agreement as Follows: A. Paragraphs 1, 2 and 5 Through 10 Are Unchanged Except for (Where Applicable) the Change in the Resignation Date From September 30, 1995 to the Date Hereof and the Change in the Consulting Commencement Date From October 1, 1995 to the Date Hereof; B. Paragraph 3 Is Unchanged Except That the Initial Delivery of Shares Shall Take Place on October 1, 1995, Subject to All Payments Required to Have Been Made to Nln on or Prior to Said Date Having Been Made; and C. Paragraph 4 Is Unchanged Except That (A) Color Tile Shall Pay the $3,000 Life Insurance Premium Due in September With Respect to Nln's Life Insurance Policy, and (B) on September 1, 1995 Holdings Shall Pay to Nln an Additional $31,250 as a Portion of the Purchase Price for the Shares. Except for the Aforesaid Changes, the Parties Confirm That the Agreement Remains in Full Force and Effect. in Witness Whereof, the Parties Have Executed This Amendment as of the 21st Day of August, 1995. /S/ N. Laurence Nagle N. Laurence Nagle Color Tile, Inc. By: /S/ Alan J. Bethscheider Color Tile Holdings, Inc. By: /S/ Alan J. Bethscheider

from 10-Q ~5 pages Resignation and Consulting Agreement-Nl Nagle

from 10-Q ~5 pages Resignation and Consulting AGREEMENT-E.LESOK

from 10-Q ~20 pages Receivables Purchase and Transfer Agreement

from 10-Q ~10 pages Material contract