STOCK PURCHASE AGREEMENT


     THIS AGREEMENT, dated as of June 12, 2000 between JELD-WEN, inc., an Oregon
corporation, (the "Seller"), Trendwest Resorts, Inc., an Oregon corporation (the
"Buyer")  and  Trendwest  Investments,   Inc.,  a  Washington  corporation  (the
"Company").

                                   WITNESSETH:

     WHEREAS,  the Seller is the owner of all the issued and outstanding  shares
of capital stock of the Company (the "Stock"); and

     WHEREAS,  Buyer  desires to buy from the  Seller and the Seller  desires to
sell to Buyer  one  hundred  percent  (100%)  of the  Stock  upon the  terms and
conditions and in reliance upon the  representations and warranties set forth in
this Agreement;

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements set forth herein, and for other good and valuable consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

     As used in this  Agreement,  the following  terms shall have the respective
meanings  set forth below (such  meanings to be equally  applicable  to both the
singular and plural forms of the terms defined):

     "Closing" has the meaning specified in Article 3 hereof.

     "Closing Date" has the meaning specified in Article 3 hereof.

     "Company" means Trendwest Investments, Inc., a Washington corporation.

     "Confidential Information" has the meaning specified in Article 11 hereof.

     "Effective Date" has the meaning specified in Article 3 hereof.

     "Purchase Price" has the meaning specified in Article 4.1 hereof.

     "Stock" has the meaning specified in the recitals of this Agreement.

                                    ARTICLE 2
                         AGREEMENT TO SELL AND PURCHASE

     Upon the  terms and  conditions  set forth in this  Agreement,  at  Closing
Seller shall sell,  transfer and deliver to Buyer and Buyer shall  purchase from
Seller  the  Stock,  free and  clear of all  liens,  claims,  options,  charges,
encumbrances, preferential rights and restrictions on transfer whatsoever (other
than  restrictions,  if any, under applicable  federal and state securities laws
and existing or contemplated shareholders agreements).

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                                    ARTICLE 3
                         CLOSING DATE AND EFFECTIVE TIME

     The sale and purchase of the Stock as  contemplated  by this Agreement (the
"Closing")  shall take place at the Seller's  offices  located at 3250  Lakeport
Blvd., Klamath Falls, Oregon at 11:00 a.m. (local time) on June12, 2000 (or such
other  place,  date and time as shall be agreed upon by Buyer and the  Sellers).
The date of the Closing is referred to in this Agreement as the "Closing  Date".
When completed,  the Closing shall be effective as of 12:01 a.m. (local time) on
June 20, 2000 (the "Effective Date").

                                    ARTICLE 4
                         PURCHASE PRICE AND ADJUSTMENTS

     4.1 Amount.  The aggregate  consideration to be paid by Buyer to the Seller
for the Stock shall be the sum of Forty Seven  Million Five Hundred  Ninety-Nine
Thousand  Nine Hundred Five and  95/100ths  Dollars  ($47,599,905.95)  less Four
Million  Eight  Hundred  Sixty-Eight  Thousand  Nine Hundred Five and  95/100ths
Dollars  ($4,868,905.95) of debt assumed by the Company for a net purchase price
of Forty Two Million Seven  Hundred  Thirty-One  Thousand  Dollars and no/100ths
($42,731,000.00)  (the "Purchase Price"). The Purchase Price shall be payable in
Twenty Five  Million  and  no/100ths  Dollars  ($25,000,000.00)  in  immediately
available  funds at the Closing and Seventeen  Million Seven Hundred  Thirty-One
Thousand Dollars ($17,731,000.00) in a promissory note (the "Note"). The Note is
attached hereto as Schedule 4.1.


                                    ARTICLE 5
                    CONDUCT AND TRANSACTIONS PRIOR TO CLOSING

     The Seller  covenants and agrees with the Buyer that, prior to the Closing,
unless the Buyer  shall  otherwise  consent in writing  and except as  otherwise
contemplated  by this  Agreement,  the Seller shall comply,  and shall cause the
Company to comply, with each of the following:

     5.1 Access to Records and  Properties  of the  Company.  Seller  shall give
Buyer and its  representatives  full access during normal  business hours to all
premises, books and records of the Company.

     5.2 Conduct of the Company. The Seller and the Company agree that from June
1, 2000 to the Closing Date, the Company shall not:

         (a) amend its  Articles  of  Incorporation  or Bylaws or take any other
action  which  might  terminate  or impair its  corporate  existence,  rights or
franchises;

         (b)  issue or  contract  or agree to issue or  purchase  any  shares of
capital stock of the Company or securities  exchangeable  for or  convertible or
exercisable  into capital stock of the Company,  other than pursuant to existing
warranties and options or as otherwise contemplated in this Agreement;

         (c) consolidate with or merge into any other  corporation or permit any
other corporation to consolidate with or merge into it;

         (d) split, combine, or reclassify any of its outstanding securities, or
declare,  set aside,  or pay any dividend or other  distribution  on, or make or
agree to commit to make any exchange for or redemption  of any such  securities,
whether payable in cash,  stock or property,  other than as contemplated in this
Agreement;

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         (e) create,  incur,  assume,  guarantee or otherwise become liable with
respect to any indebtedness for borrowed money other than in the ordinary course
of business;

         (f) enter into any employment  contract or any compensation,  severance
or consulting  agreement with any existing or prospective  director,  officer or
employee of the Company, other than in the ordinary course of business;

         (g)      lend any money in any material amount;

         (h) increase the compensation  payable or to become payable  (including
any increase in the contractual term related thereto) to any director,  officer,
or employee of the Company;

         (i) adopt,  enter  into,  or amend any  bonus,  profit  sharing,  stock
option,  warrant,  pension,   retirement,   deferred  compensation,   severance,
termination,  or other  employee  benefit plan for the benefit or welfare of any
officer,  director or employee of the Company, other than in the ordinary course
of business;

         (j) purchase or otherwise  acquire all or any  substantial  part of the
assets of any person, other than in the ordinary course of business;

         (k) sell,  lease,  mortgage,  encumber,  or  otherwise  dispose  of any
material portion of its assets or properties except for dispositions of obsolete
property or assets;

         (l) make or commit to make any capital expenditures,  capital additions
or  capital  improvements  aggregating  more than  $100,000,  other  than in the
ordinary course of business; or

         (m) enter into, or terminate,  any contract,  agreement,  commitment or
understanding  applicable  to the Company with a value,  cost,  or commitment in
excess of $100,000 other than products or services for or sales to the Company's
customers made in the ordinary course of business.

     5.3 Consents and Approvals.  As soon as possible following the execution of
this Agreement, the Seller and Buyer shall each use reasonable efforts to obtain
the  consent or  approval of each  person  whose  consent or  approval  shall be
required in order to permit the purchase  and sale of the Stock as  contemplated
herein, except for such consents the failure to obtain would not have a material
adverse  effect  on the  properties,  business  or  financial  condition  of the
Company.  The Seller will use reasonable  efforts,  in good faith, to satisfy or
cause to be satisfied  each of the  conditions to Closing set forth in Article 8
hereof. Buyer will use reasonable efforts, in good faith, to satisfy or cause to
be satisfied each of the conditions to Closing set forth in Article 9 hereof.

     5.5 No  Inconsistent  Actions.  Buyer,  the Company and the Seller will not
voluntarily  undertake any course of action  inconsistent with the provisions or
intent of this Agreement, and each such party will promptly do all acts and take
all such measures as may be appropriate  to comply as soon as  practicable  with
the terms, conditions and provisions of this Agreement.

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                                    ARTICLE 6
               REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

     Buyer hereby represents, warrants and covenants to the Seller as follows:

     6.1  Organization,  Standing and Authority.  Buyer is a  corporation,  duly
organized  and  validly  existing  under  the laws of the State of  Oregon,  and
possesses all requisite  corporate power and authority to enter into and perform
this Agreement.

     6.2 Litigation.  There are no actions,  suits,  proceedings or governmental
investigations  pending or, to the Knowledge of Buyer,  threatened against Buyer
which materially  adversely affects or might materially  adversely affect any of
the properties,  business or financial condition of Buyer, or which questions or
might question the validity of or Buyer's ability to consummate the transactions
described in this Agreement.

     6.3 Compliance with Instruments. The execution, delivery and performance of
this  Agreement  by Buyer  does not and will not  conflict  with or  result in a
breach  of or a  default  under,  or give  rise  to any  right  of  termination,
cancellation  or acceleration  with respect to, any of the terms,  conditions or
provisions of any material indenture,  contract,  agreement,  license,  lease or
other instrument or obligation to which Buyer is a party or by which it is bound
or which  affects  materially  the business or any property of Buyer or violates
any order,  writ,  injunction or decree applicable to Buyer or conflicts with or
results in a default  under any  provision of the Articles of  Incorporation  or
Bylaws of Buyer.

     6.4 No Finders' Fees. Neither Buyer nor any person acting on Buyer's behalf
has employed any broker or finder or incurred any  liability  for any  brokerage
fees or  commissions  or any finders' fees in connection  with the  negotiations
relative to this Agreement or the consummation of the transactions  contemplated
hereby.

     6.5  Authorization.   The  execution,  delivery  and  performance  of  this
Agreement  by Buyer  have  been duly and  validly  authorized  by all  necessary
corporate action on the part of Buyer and this Agreement is a valid, binding and
enforceable obligation of Buyer except as the enforcement thereof may be limited
by applicable bankruptcy, insolvency, reorganization,  moratorium and other laws
affecting or limiting the rights of creditors generally.

     6.6 Financial  Capacity.  Buyer has the financial  capacity to purchase the
Stock in the manner described herein from its own resources.

     6.7  Notices  and  Consents.   No  notice  or  consent  of  any  person  or
governmental  authority is required in connection  with the execution,  delivery
and  performance of this Agreement by Buyer,  other than notices which have been
given and  consents  which have been  obtained  prior to the  execution  of this
Agreement.

     6.8 Investment.  The Buyer (i) understands that the Stock has not been, and
will not be,  registered under the Securities Act of 1933, as amended,  or under
any state  securities  laws,  and are being  offered and sold in  reliance  upon
federal and state  exemptions,  (ii) is  acquiring  the Stock solely for its own
account  for  investment  purposes,  and  not  with a view  to the  distribution
thereof,  (iii) is a  sophisticated  investor with  knowledge and  experience in
business and financial matters, (iv) has received certain information concerning
the Company and has had the  opportunity  to obtain  additional  information  as
desired in order to  evaluate  the merits and the risks  inherent in holding the

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Stock,  (v) is able to bear the economic risk and lack of liquidity  inherent in
holding the Stock, and (vi) is an "accredited  investor" as that term is defined
under the Securities Act of 1933, as amended.

     6.9 Disclosure and Reliance. The Buyer is not aware of any other matters or
liabilities,  contingent or otherwise, which materially adversely affects or has
a substantial  likelihood in the future of  materially  adversely  affecting the
assets or business of the Buyer taken as a whole. No  representation or warranty
by the Buyer in this Agreement, nor any statement or certificate furnished or to
be  furnished  to  the  Seller  pursuant  hereto,  or  in  connection  with  the
transactions  contemplated hereby, contains or will contain any untrue statement
of material  fact,  or omits or will omit to state a material  fact known to the
Buyer  necessary  to  make  the  statements  contained  herein  or  therein  not
misleading.  The  representations  and warranties  made herein are made by Buyer
with the  knowledge and  expectation  that the Company and the Seller is placing
reliance thereon.

                                    ARTICLE 7
          REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER

     The  Company,  and the  Sellers,  to their  knowledge,  hereby  warrant and
represent to Buyer as follows:

     7.1 Organization,  Standing and Authority of the Company.  The Company is a
corporation  duly organized and validly  existing under the laws of the State of
Oregon. The Company possesses all requisite corporate power and authority to own
and hold under lease the  properties  it purports to own or hold under lease and
to transact the business it transacts.

     7.2  Capitalization  of the  Company.  Immediately  prior to  Closing,  the
authorized  capital  stock of the Company will consist of 1,000 shares of common
stock,  no par value  per  share,  1,000  shares  of which  shall be issued  and
outstanding.  All issued and outstanding  shares of capital stock of the Company
are or shall be validly issued,  fully paid and  nonassessable  at Closing.  The
Company and the Seller  consent to the transfer of the Stock in accordance  with
this Agreement.

     7.3 Title to the  Stock.  The  Seller is and at  Closing  shall be the sole
beneficial  owner  and  holder  of  record  of the  Stock  being  sold to  Buyer
hereunder.  The  Stock  being  sold to  Buyer is and at  Closing  shall be owned
(beneficially and of record) by the Seller free and clear of any mortgage, lien,
claim, charge, pledge, security interest,  encumbrance or any restriction of any
kind or character whatsoever (other than restrictions,  if any, under applicable
federal and state  securities  laws and  existing or  contemplated  shareholders
agreements).  All issuances  and transfer of shares of the Stock are  accurately
reflected in the Company's stock ledger.  All shares of the Stock have been duly
and validly authorized and issued and, upon the transfer of such shares to Buyer
as contemplated by this Agreement,  unencumbered title thereto will be vested in
Buyer.  The Stock is not subject to any voting trust,  voting agreement or other
agreement with respect to the voting thereof, nor is any proxy in existence with
respect to any shares thereof.

     7.4 Company Assets.  The Company has unencumbered title to all property and
assets of the Company,  said assets  attached as Schedule 7.4. Title to all real
property is covered by a policy of title  insurance  that will be transferred to
Buyer as of the Closing Date.

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     7.5 Charter  Documents  of the Company.  The Seller has  delivered to Buyer
true and  complete  copies of the  Articles of  Incorporation  and Bylaws of the
Company of the Company, as amended to the date hereof.

     7.6 Compliance with Instruments. The Company is not in default under, or in
breach of any term or provision of, its Articles of  Incorporation  or Bylaws or
any material  contract,  lease,  agreement or other  instrument to which it is a
party or by which it or any of its properties or assets are bound,  except where
such default or breach would not be or result in a material adverse effect.

     7.7 Authorization by the Sellers and the Company.  The Seller possesses all
requisite  power  and  authority  necessary  to  enter  into  and  perform  this
Agreement.  The  execution,  delivery and  performance  of this Agreement by the
Seller and the Company have been duly and validly  authorized  by all  necessary
action on the part of the Seller and the Company and this  Agreement is a valid,
binding and  enforceable  obligation of the Seller and the Company except as the
enforcement  thereof  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and other laws  affecting or limiting the rights of
creditors generally.

     7.8 Officers and  Directors of the Company.  Schedule 7.8 hereto sets forth
the names of all  officers  and  directors  of the  Company and the names of all
persons holding powers of attorney from the Company.

                                    ARTICLE 8
                 CONDITIONS TO THE SELLERS' OBLIGATION TO CLOSE

     The  obligation of the Seller to transfer,  assign and deliver the Stock to
Buyer pursuant hereto is subject to the  satisfaction  (unless waived in writing
by the Seller) of each of the following conditions at and as of the Closing:

     8.1  Representations  and  Warranties  Correct.   The  representations  and
warranties  of Buyer  contained in Article 6 hereof shall be true and correct in
all material  respects on and as of the date of this  Agreement and at and as of
the Closing as though made at and as of the  Closing,  except as affected by the
transactions contemplated by this Agreement.

     8.2  Performance of  Obligations  by Buyer.  Buyer shall have performed and
complied with all agreements and conditions required to be performed or complied
with by it under this Agreement prior to or at the Closing.

     8.3 Cash  Payment.  The Seller  shall have  received the sum of Twenty Five
Million Dollars  ($25,000,000.00)  represented by a deposit, in cash, by wire as
directed by Seller.

     8.4 The Note.  The Buyer shall have  executed  and the Seller  received the
Note.

     8.5  Consents  and  Notices.  Buyer shall have  obtained  or  effected  all
consents,  approvals,  waivers,  notices and filings required in connection with
the execution and delivery by Buyer of this Agreement or  consummation  by Buyer
of the  transactions  contemplated  thereby,  and any notice or  waiting  period
relating  thereto  shall have expired  with all  requirements  lawfully  imposed
having been satisfied in all material respects.

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     8.6 Miscellaneous  Documents.  The Seller shall have received copies of all
documents  required  to evidence  the  existence  of the Buyer,  and the Buyer's
authority to execute, deliver and perform this Agreement.


                                    ARTICLE 9
                   CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE

     The  obligation  of Buyer to  purchase  the Stock from the Seller  pursuant
hereto is subject  to the  satisfaction  (unless  waived in writing by Buyer) of
each of the following conditions at and as of the Closing:

     9.1  Representations  and  Warranties  Correct.   The  representations  and
warranties of the Company and the Sellers contained in Article 7 hereof shall be
true  and  correct  in all  material  respects  on and as of the  date  of  this
Agreement  and at and as of the Closing as though made at and as of the Closing,
except as affected by the transactions contemplated by this Agreement.

     9.2  Performance of Obligations by the Sellers.  The Company and the Seller
shall have performed and complied with all agreements and conditions required to
be performed or complied  with by them under this  Agreement  prior to or at the
Closing.

     9.3  Miscellaneous  Documents.  Buyer  shall  have  received  copies of all
documents  required to evidence the existence of the Company,  and the Company's
and Seller's authority to execute, deliver and perform this Agreement.

     9.4 Stock  Certificates.  The  Seller  shall  have  delivered  to Buyer the
certificates  evidencing  the Stock to be sold to the Buyer  duly  endorsed  for
transfer.

     9.6 Consents and Notices. The Company and the Seller shall have obtained or
effected all material consents, approvals, waivers, notices and filings required
in  connection  with the execution and delivery by the Company and the Seller of
this  Agreement or  consummation  by the Company and Seller of the  transactions
contemplated  hereby,  and any notice or waiting period  relating  thereto shall
have expired with all requirements lawfully imposed having been satisfied in all
material respects.

                                   ARTICLE 10
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     10.1  Survival.  Subject in all  respects to the other  provisions  of this
Article 10, the  representations  and warranties  made in this  Agreement  shall
survive the Closing for a period of six (6) months.

     10.2 Condition. Except as otherwise provided in this Agreement, the sale of
the  Stock  contemplated  hereby  is made  "AS IS" and  "WHERE  IS" and  without
representations or warranties of any kind or nature.

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                                   ARTICLE 11
                            CONFIDENTIALITY COVENANT

     Each party hereto will, and will cause its employees,  agents, accountants,
legal  counsel  and  other  representatives  to,  hold in strict  confidence  in
perpetuity all Confidential  Information (as hereinafter  defined) and will not,
and will  ensure  that such other  persons  will not,  disclose  the same to any
person except only for any such  disclosure as is reasonably  necessary to carry
out this Agreement and the transactions  contemplated  hereby. The provisions of
this  Article  11 shall be in  addition  to and  shall not  supersede  any other
obligations  that the parties may have entered into with respect to Confidential
Information or any other matters whatsoever. For purposes hereof,  "Confidential
Information"  shall  mean all  information  of any kind  concerning  either  the
Company or a party to this  Agreement,  or the  properties  or  business  of the
Company or any such party, obtained, directly or indirectly, from the Company or
any such party, or any of their respective employees, agents, accountants, legal
counsel or other  representatives,  except information which constitutes readily
ascertainable public information.

                                   ARTICLE 12
                                 INDEMNIFICATION

     12.1 Buyer shall, and agrees to, indemnify, defend, and hold Seller and its
directors,  officers and employees harmless against and in respect of all debts,
liabilities and obligations of the Company,  the assets of the Company and Buyer
of any  nature,  whether  accrued,  absolute,  contingent,  or known or unknown,
arising on or resulting from events which occurred or failed to occur before and
after the Closing Date.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

     13.1 Further Cooperation.  After the Closing, each party, at the request of
the other and without  additional  consideration,  shall  execute and deliver or
cause to be executed and  delivered  from time to time such further  instruments
and  shall  take such  further  action as the  requesting  party may  reasonably
require in order to carry out more  effectively  the intent and  purpose of this
Agreement.

     13.2 Amendments and Waivers. Any term or provision of this Agreement may be
waived at any time by an  instrument  in  writing  signed by the party  which is
entitled  to  the  benefits  thereof  and  this  Agreement  may  be  amended  or
supplemented  at any time by an  instrument  in  writing  signed by all  parties
hereto.  The  failure  in any one or more  instances  of a party to insist  upon
performance of any of the terms,  covenants or conditions of this Agreement,  to
exercise any right or privilege  conferred in this  Agreement,  or the waiver by
said party of any breach of any of the terms,  covenants or  conditions  of this
Agreement,  shall not be  construed  as a  subsequent  waiver of any such terms,
covenants,  conditions,  rights or  privileges,  but the same shall continue and
remain  in full  force  and  effect  as if no such  forbearance  or  waiver  had
occurred.

     13.3 Expenses. Buyer shall bear and pay all expenses incurred in connection
with this Agreement.

     13.4  Assignment and Binding  Effect.  This Agreement shall be binding upon
and inure to the benefit of and be enforceable by each of the parties hereto and
their  respective  successors  and  assigns.  Neither  this  Agreement  nor  any
obligation  hereunder  shall be  assigned or  assignable  by the Seller or Buyer
without the prior written consent of the other parties.

     13.5 Notices. All notices, consents, requests, instructions,  approvals and
other communications  provided for herein and all legal process in regard hereto

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shall be validly given, made or served if in writing and delivered personally or
sent by certified,  overnight, or registered mail, postage prepaid, addressed as
follows:

                  To Seller:        JELD-WEN, inc.
                                    3250 Lakeport Boulevard
                                    Klamath Falls, Oregon 97601
                                    Attn: Gary Florence

                  To the Company    Trendwest Investments, Inc.
                  prior to Closing: 3250 Lakeport Boulevard
                                    Klamath Falls, Oregon 97209
                                    ATTN: Larry Martin

                  To Buyer and the  Trendwest Resorts, Inc.
                  Company after     9805 Willows Road
                  Closing:          Redmond, Washington 98052
                                    ATTN:  Tim O'Neil

or to such other address as any party hereto may,  from time to time,  designate
in writing  delivered in a like manner.  Notice given by mail shall be deemed to
be given on the date which is two business  days  following the date the same is
postmarked.

     13.6 Entire Agreement. This Agreement, including the Schedules,  constitute
the entire agreement between the parties hereto with respect to the transactions
contemplated  hereby and supersedes and is in full  substitution for any and all
prior agreements and understandings between any of said parties relating to such
transactions.

     13.7 Descriptive Headings. The descriptive headings of the several Articles
of this  Agreement  are inserted for  convenience  only and shall not control or
affect the meaning or construction of any of the provisions hereof.

     13.8 Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Oregon, without reference to its choice
of law rules.

     13.9  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     13.10 Attorney's Fees. In the event legal action or arbitration is taken to
enforce this Agreement or any provision thereof, or as a result of any breach of
warranty or  representation  or other  default of either party,  the  prevailing
party in such action  shall be entitled  to receive  its  reasonable  attorney's
fees, in addition to all other costs or charges allowed, which shall be fixed by
the  court or  arbitrator  in which the suit or  action,  including  any  appeal
thereon, is tried, heard or decided.

     13.11 Tax and Legal Counsel,  Drafting.  The parties acknowledge and agree:
(i) that each has been  represented  by  counsel  of their own  choosing  in the
negotiation  and  preparation of this  Agreement;  (ii) that they have read this
Agreement;  (iii) that they have had the  Agreement  fully  explained to them by
such  counsel;  and (iv) that they are fully aware of the  contents  and tax and
legal  effect of this  Agreement.  All  parties  are deemed to be  sophisticated
taxpayers  and have  consulted  their  own tax  advisors  with  respect  to this
Agreement.  Further, both parties participated in the drafting of this Agreement
and neither shall be deemed its drafter or construed as causing any  uncertainty
or ambiguity as to any of its provisions.

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     13.12  Integration.  This Agreement  including the schedules hereto and all
documents and papers  delivered  pursuant  hereto or  referenced  herein and any
written amendments hereof executed by the parties to this Agreement, constitutes
the entire agreement between the parties hereto with respect to the transactions
contemplated  hereby and supersedes and is in full  substitution for any and all
prior agreements and understandings between any of said parties relating to such
transactions.

     13.13  Arbitration.  The parties shall attempt to resolve any dispute under
this  Agreement  through good faith  negotiation  or  mediation.  In the event a
dispute  involving a Claim is not resolved  within  twenty (20) days after it is
presented, any such dispute,  controversy or claim, arising out of or related to
this Agreement or its breach shall be decided by binding arbitration in the City
of Portland,  Oregon,  in accordance with the rules of the American  Arbitration
Association ("AAA") for expedited resolution of commercial disputes. There shall
be one  arbitrator  selected  by the parties  within 10 days of the  arbitration
demand  or if not,  by the AAA  (or  other  group  having  similar  professional
credentials and mutually agreeable to the parties).  Buyer and Sellers shall pay
on an equal basis the full cost of the arbitrator's fees and expenses.  Judgment
upon any arbitration award may be entered and enforced in any court of competent
jurisdiction. The arbitrator shall not have the power to award punitive damages.
The  parties  agree that the  decision of the  arbitrator  shall be the sole and
exclusive remedy between them regarding any dispute presented or pled before the
arbitrator.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

SELLER:                                     BUYER:

JELD-WEN, inc.                              Trendwest Resorts, Inc.


By: _____________________________           By: ____________________________
    Gary Florence                               Timothy P. O'Neil
    Its: Vice President                         Its: Chief Financial Officer

THE COMPANY:

Trendwest Investments, Inc.

By: _____________________________

Its: ____________________________



Page 10 of 13

<PAGE>

                                  Schedule 4.1

                                    The Note




Page 11 of 13

<PAGE>

                                  Schedule 7.4

                                 Company Assets





Page 12 of 13

<PAGE>

                                  Schedule 7.8
                      Officers and Directors of the Company

                                    DIRECTORS
                                Roderick C. Wendt
                              Douglas P. Kintzinger
                                  Robert Turner

                                REGISTERED AGENT
              Foster Pepper & Sheffelman PLLC, Seattle, Washington





Page 13 of 13