Schedule 4.1

                                 PROMISSORY NOTE

$17,731,000.00 (U.S.)                                      Klamath Falls, Oregon
                                                                    June 1, 2000

     FOR  VALUE  RECEIVED,  the  undersigned  promises  to pay to the  order  of
JELD-WEN, inc., an Oregon corporation, at its office at 3250 Lakeport Boulevard,
Klamath  Falls,  OR 97601,  or at such  other  place as the  holder of this Note
(hereinafter,  "holder") may from time to time designate in writing,  the sum of
Seventeen  Million  Seven  Hundred   Thirty-One   Thousand  and  No/100  Dollars
($17,731,000.00)  in lawful money of the United  States,  with interest  thereon
from the date of this Note until paid at the rate set forth  below,  computed on
monthly balances.  Interest for each full calendar month during the term of this
Note  shall be  calculated  on the basis of a  360-day  year and  twelve  30-day
months.  Interest for any partial calendar month at the beginning of the term of
this Note  shall be  calculated  on the basis of a 360-day  year and the  actual
number of days in that month. Interest for any partial calendar month at the end
of the term of this Note shall be  calculated  on the basis of a 365-or  366-day
year and the actual number of days in that month.

     Section 1. Interest Rate.

     The per annum  interest  rate  hereunder  (the "Note  Rate")  shall be nine
percent (9%).

     Section 2. Payments.

     Payments will be made on the schedule attached hereto as Exhibit 1.

     Section 3. Maturity.

     Unless sooner repaid by Borrower,  the entire unpaid  principal  balance of
this Note,  plus all accrued but unpaid  interest,  and all other  amounts owing
hereunder  shall  be due and  payable  in full on June 1,  2003  (the  "Maturity
Date").

     Section 4. Application of Payments.

     Payments shall be applied:  (i) first, to the payment of accrued  interest;
(ii) second, to the reduction of principal of this Note.

     Section 5. Prepayment.

     Borrower may, upon thirty (30) days' prior written notice to holder, prepay
its obligation under this Note in full or in part on any Quarterly  Payment Date
without penalty.

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     Section 6. Late Charge.

     If any amount  payable  hereunder is paid more than ten (10) days after the
due date thereof, Borrower promises to pay a late charge of five percent (5%) of
the  delinquent  amount as liquidated  damages for the extra expense in handling
past due payments.

     Section 7. Default; Remedies.

     If default is made in the payment of any amount payable hereunder when due,
then, at the option of holder,  the entire  indebtedness  evidenced hereby shall
become immediately due and payable.  Upon default, and without notice or demand,
all amounts  owed under this Note,  including  all accrued but unpaid  interest,
shall  thereafter bear interest at the rate of five percent (5%) per annum above
the Note Rate (the  "Default  Rate")  until such  default  is cured.  Failure to
exercise  any option  granted to holder  hereunder  shall not waive the right to
exercise  the  same in the  event of any  subsequent  default.  Interest  at the
Default Rate shall  commence to accrue upon default  under this Note,  including
the failure to pay this Note at maturity.

     Section 8. Attorney Fees.

     In the event of any  default  under  this  Note,  or in the event  that any
dispute  arises  relating to the  interpretation,  enforcement or performance of
this Note,  holder shall be entitled to collect from Borrower on demand all fees
and expenses incurred in connection therewith, including but not limited to fees
of attorneys, accountants,  appraisers,  environmental inspectors,  consultants,
expert witnesses, arbitrators,  mediators, and court reporters. Without limiting
the generality of the foregoing,  Borrower shall pay all such costs and expenses
incurred  in  connection  with  (a)  arbitration  or other  alternative  dispute
resolution  proceedings,  trial court  actions,  and appeals;  (b) bankruptcy or
other  insolvency  proceedings of Borrower,  any guarantor or other party liable
for any of the obligations of this Note, or any party having any interest in any
security for any of those obligations;  (c) judicial or nonjudicial  foreclosure
on, or  appointment  of a receiver  for, any property  securing  this Note;  (d)
postjudgment   collection   proceedings;   (e)   all   claims,    counterclaims,
cross-claims,  and defenses asserted in any of the foregoing whether or not they
arise out of or are related to this Note or any security for this Note;  (f) all
preparation for any of the foregoing;  and (g) all settlement  negotiations with
respect to any of the foregoing.

     Section 9. Miscellaneous.

     (a)  Every  person  or entity at any time  liable  for the  payment  of the
indebtedness evidenced hereby waives presentment for payment, demand, and notice
of nonpayment of this Note.  Every such person or entity further hereby consents
to any  extension  of the time of payment  hereof or other  modification  of the
terms of payment of this Note or the release of any party liable for the payment
of the  indebtedness  evidenced  hereby at any time and from time to time at the
request  of anyone now or  hereafter  liable  therefor.  Any such  extension  or
release  may be made  without  notice to any of such  persons  or  entities  and
without discharging their liability.

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     (b) Each  person or entity  who signs this Note is  jointly  and  severally
liable for the full repayment of the entire  indebtedness  evidenced  hereby and
the full  performance  of each and every  obligation  contained  in the Security
Documents.

     (c) The headings to the various sections have been inserted for convenience
of  reference  only and do not  define,  limit,  modify,  or expand the  express
provisions of this Note.

     (d) Time is of the essence under this Note and in the  performance of every
term, covenant, and obligation contained herein.

     (e)  This  Note  is  made  with  reference  to  and is to be  construed  in
accordance with the laws of the State of Oregon.

     DATED as of the day and year first above written.


                                    TRENDWEST RESORTS, INC.
                                    an Oregon corporation



                                    By:    ___________________________________

                                    Its:   ___________________________________


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                                    Exhibit 1
                                Payment Schedule

1.       Four (4) quarterly payments of interest only on:

         September 1, 2000
         December 1, 2000
         March 1, 2001
         June 1, 2001

2.       Eight (8) equal  payments payable quarterly of $2,216,375.00 plus
         accrued interest on:

         September 1, 2001
         December 1, 2001
         March 1, 2002
         June 1, 2002
         September 1, 2002
         December 1, 2002
         March 1, 2003
         June 1, 2003.

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