SERVICE AGREEMENT

1

Object

1.1

The Service Provider shall provide all necessary and appropriate services (hereinafter the Services) concerning (i) assisting in the transition of the management of the Unilin business to a new management team, (ii) providing advice and support regarding various Unilin business issue as they may arise, (iii) providing advice and support to Unilin regarding strategic matters and transactions and (iv) responding to issues and questions as they arise.

1.2

The Service Provider shall perform the Services with the diligence, loyalty, seriousness and competence that the Company is entitled to expect from an experienced specialist in this position. The Service Provider shall comply with the general guidelines and policy of the Company. The Service Provider is bound by an obligation of best result.

1.3

Taking into account the skills, reputation, expertise and capabilities of Mr. Frans De Cock, being director / manager of the Service Provider, it has been agreed that Mr. De Cock will render the services on behalf of the Service Provider at least 2.5 days per week. It being understood that Mr. De Cock may be replaced at any time by the Service Provider to the extent the replacement provides the same level of skills, reputation, expertise and capabilities as mutually agreed upon by the parties.

1.4

The Company will grant the Service Provider all powers necessary to execute the Services in a good manner.

1.5

Moreover, the Service Provider can be appointed as a member of the Management Committee of the Company, if any.

2

Duration

2.1

The present agreement is concluded for a definite duration commencing on the execution date and expiring on December 31, 2009 but is automatically renewed for 1 year except if one of both parties give notice in line with 2.2 hereunder.

2.2

The present agreement can be terminated at any time by the Company and by the Service Provider upon notice of 3 (three) months. Notice shall be given by registered mail.

2.3

This contract may, immediately and without notice or indemnity, be terminated for serious cause by each party.

(i)

the commission of a criminal offence;

(ii)

fraud or embezzlement;

(iii)

the failure to comply with or the breach of any of the material terms and conditions of the present agreement and/or the Company’s subsidiaries’ or branch offices’ policies within thirty(30) days after written notification of such non-compliance if such failures or breaches are capable of remedy. If the default or breach is not capable of remedy, the present agreement can be terminated without prior notification;

(iv)

the willful or gross neglect of the duties under the present agreement and/or the willful or gross misconduct in the performance of such duties.

3

Fees

3.1

The Services as described above are compensated by the Company on the basis of a basic lump sum amount of EUR 248,730 (excl. VAT) per annum, which amount may be subsequently modified by the parties upon mutual agreement (hereinafter the “Annual Fee”). The Annual Fee, initially, shall consist of a base amount of EUR 236,598 (“Base Amount”) and a retainer amount of EUR 12,132 (“Retainer”). Said Annual Fee has been determined based on an expected average volume of work corresponding to 2.5 days per week.

3.2

An advanced payment representing 1/12 of the Annual Fee shall be paid each month into the bank account of the Service Provider, against remittance of a detailed monthly invoice which meets all applicable legal & tax requirements and is payable within 15 days from the date of issuance.

3.3

In addition to the Annual Fee as set forth in 3.1 and subject to approval of the Compensation Committee of the Board of Directors of Mohawk Industries, Inc., the Service Provider shall be eligible to receive an annual bonus ranging from 0 to 85% of the Base Amount of the year concerned.

3.4

In addition to the above mentioned fees, the Service Provider is eligible to receive up to 5,000 options in Mohawk stock per year, subject to Compensation Committee appproval.

3.5

The Service provider shall not be entitled to any other compensation or benefits other than those set forth under sections 3.1, 3.2, 3.3 and 3.4 above.

4

Reimbursement of business expenses