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                               AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT dated as of October 30, 2002, between Diamond
Triumph Auto Glass, Inc., a Delaware corporation (the "Company"), Green Equity
Investors II, L.P. ("GEI"), Kenneth Levine, Richard Rutta, and Michael A.
Sumsky.

                                  WITNESSETH:

         This Amendment Agreement confirms the understanding reached between
Michael Sumsky, the Company, GEI, Kenneth Levine and Richard Rutta regarding the
applicability of that certain Management Subscription and Stockholders Agreement
(the "Stockholders Agreement"), entered into by and among Michael Sumsky, the
Company and GEI dated as of March 31, 1998, with respect to the sale of the
Shares (as defined in that certain Stock Sale Agreement entered into between
Michael Sumsky and DT Subsidiary Corp. dated as of the date hereof (the "Stock
Sale Agreement")). Capitalized terms used herein without definition shall have
the meaning set forth in the Stockholders Agreement.

         For the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

         1.       The parties to the Stockholders Agreement hereby waive any
non-compliance by Michael A. Sumsky with the terms and provisions of Section
3(a) (Prohibition on Transfer) of the Stockholders Agreement with respect to the
sale of the Shares pursuant to the Stock Sale Agreement. This Amendment
Agreement does not waive any other rights that the parties to the Stockholders
Agreement may have with respect to such agreement and further does not waive any
subsequent breach or default of section 3(a) of the Stockholders Agreement.

         2.       In order to effectuate the foregoing, the parties to the
Stockholders Agreement agree to execute any additional documents as may be
reasonably requested from time to time by the Company or GEI.

         3.       This Amendment Agreement shall constitute a waiver of the
Stockholders Agreement as described in Section 12(b) thereof. This Amendment
Agreement shall be governed and construed under the internal laws of the State
of New York and may be executed in several counterparts.

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

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be duly executed as of the day and year first above
written.

                             DIAMOND TRIUMPH AUTO GLASS, INC.

                             By:   /s/ Kenneth Levine
                             -------------------------------
                                   Kenneth Levine

                             MICHAEL A. SUMSKY

                             By:   /s/ Michael A. Sumsky
                             -------------------------------
                                   Michael A. Sumsky

                             KENNETH LEVINE

                             By:   /s/ Kenneth Levine
                             -------------------------------
                                   Kenneth Levine

                             RICHARD RUTTA

                             By:   /s/ Richard Rutta
                             -------------------------------
                                   Richard Rutta

                             GREEN EQUITY INVESTORS II, L.P.

                             By: Grand Avenue Capital Partners, L.P., general
                             partner

                             By: Grand Avenue Capital Corporation, its general
                             partner

                             By:    /s/ Jonathan D. Sokoloff
                             --------------------------------
                             Name:  Jonathan D. Sokoloff
                             Title: Director

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