THIS AGREEMENT is made as of this twenty-eighth day of April, 1998, by and between Decora, Incorporated
(dba Decora Manufacturing) (the "Company"), a Delaware Corporation and Konrad Hornschuch AG, a German
company ("Hornschuch") with reference to the following facts.
R E C I T A L S:
A. The Company's parent company owns all of the stock of Decora Industries Deutschland GmbH ("German
Holdings"). German Holdings owns approximately 75% of the stock of Hornschuch; however, the parties have
undertaken to conduct their business relationship at arm's length at all times.
B. The Company is purchasing assets of Rubbermaid, Incorporated's decorative coverings group (the
"Rubbermaid Acquisition") which will include rights to shelf space at approximately 15,000 retailers in the United
C. Hornschuch wishes to have certain products which it manufactures distributed through certain established
distribution channels in the United States.
D. The Company wishes to purchase self-adhesive decorative covering products which are manufactured by
Hornschuch for distribution and sale within an exclusive Territory (as hereinafter defined).
E. Hornschuch's participation in the Rubbermaid Acquisition shall include a secured loan in the amount of DM18
million and a license agreement which provides Hornschuch rights to use the Contact(R) trademark on products
outside of North America (the "License Agreement").
NOW THEREFORE, in consideration of the mutual covenants herein set forth, the parties agree as follows:
SALE OF PRODUCTS
1.1 Products Covered. Hornschuch agrees to manufacture and the Company agrees to purchase products
including its d-c-fix line and other products that the Company wishes to sell (collectively "Products"). Such
Products will be furnished as finished or semi-finished goods.
1.2 Exclusive Rights. Except as provided in this paragraph Hornschuch hereby provides the Company with the
exclusive right to purchase and sell Products in North America (the "Territ