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                                                                   EXHIBIT 10.27


                             SUBSCRIPTION AGREEMENT

      This Subscription Agreement (this "Agreement") is made and entered into as
of October 25, 2000 by and among D and W Holdings, Inc., a Delaware corporation
(the "Company"), and GE Investment Private Placement Partners II, a Limited
Partnership, a Delaware limited partnership (the "Subscriber").

                             W I T N E S S E T H:

      WHEREAS, the Subscriber desires to subscribe for and purchase, and the
Company desires to issue and sell to the Subscribers, such number of shares of
Series A Common Stock, par value $.01 per share (the "Shares"), of the Company
set forth opposite the Subscriber's name on Schedule 1 hereto at the purchase
price of $1.30 per share or an aggregate purchase price set forth opposite the
Subscriber's name on Schedule 1 hereto (the "Aggregate Purchase Price").

      NOW, THEREFORE, in consideration of the mutual agreements and benefits to
accrue to the Company and the Subscriber and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      1. SUBSCRIPTION. Subject to the terms and conditions of this Agreement,
the Subscriber hereby subscribes for and agrees to purchase, and the Company
hereby accepts such subscription and agrees to issue and sell to the Subscriber,
the Shares for the Aggregate Purchase Price in the amounts as set forth opposite
the Subscriber's name on Schedule 1 hereto.

      2. DELIVERIES. Upon execution and delivery of this Agreement, and subject
to the terms and conditions hereof, the Company shall deliver to the Subscriber
a certificate representing the Shares, against payment of the Aggregate Purchase
Price by the Subscriber, in the amounts as set forth opposite the Subscriber's
name on Schedule 1 hereto.

      3. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBERS.  The Subscriber
represents and warrants to the Company as follows:

            (a) The Subscriber is an Accredited Investor as such term is defined
in Regulation D under the Securities Act of 1933, as amended, and the rules and
regulations in effect thereunder.

            (b) The Subscriber is acquiring the Shares solely for its own
account for investment and not with a view to the distribution or resale
thereof.

            (c) The execution, delivery and performance by the Subscriber of
this Agreement are within the powers of the Subscriber, have been duly
authorized and will not constitute or result in a breach or default under,
violation of, or conflict with, any law, statute, rule, regulation, ordinance,
order, judgment, injunction, decree, or other similar restriction, or any
contract, agreement, lease, mortgage, deed of trust, instrument, permit

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or other undertaking, to which the Subscriber is a party or by which the
Subscriber is bound, any provisions of its articles of incorporation, by-laws,
limited liability company agreement or similar instruments. The signature of the
Subscriber on this Agreement is genuine, and the signatory has legal competence
and capacity to execute the same. This Agreement constitutes a legal, valid and
binding obligation of the Subscriber, enforceable in accordance with its terms,
except as the enforceability thereof may be subject to or limited by (a)
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws relating to or affecting rights of creditors; and (b) general equitable
principles, regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law.

      4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
represents and warrants to the Subscriber as follows:

            (a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.

            (b) The Company has the necessary right, power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby,
and this Agreement has been duly authorized, executed and delivered by the
Company and constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as the
enforceability thereof may be subject to or limited by (a) bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws
relating to or affecting rights of creditors; and (b) general equitable
principles, regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law.

            (c) When issued in accordance with the terms and conditions hereof,
all of the Shares issued pursuant to this Agreement shall be validly issued,
fully paid and nonassessable. Neither the execution nor delivery of this
Agreement nor fulfillment of nor compliance with the terms and provisions of
this Agreement by the Company, will conflict with, or result in any violation
of, or result in the creation of any lien upon any of the properties or assets
of the Company or any of its subsidiaries pursuant to, or require any consent,
approval or other action by any court or administrative or governmental body or
any other person pursuant to, the Certificate of Incorporation or By-laws of the
Company or any of its subsidiaries, any award of any arbitrator or any
agreement, instrument, order, judgment, decree, statute, law, rule or regulation
to which the Company or any of its subsidiaries is subject.

            (d) The issue or delivery of the Shares will not require any
consent, approval or authorization of, or any notice to, or filing, registration
or qualification with, any court or administrative or governmental body other
than with respect to applicable state securities or blue sky laws for which the
appropriate consents, approvals or authorizations have been obtained and the
appropriate notices, filings, registrations or qualifications have been made.

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      5. FURTHER ASSURANCES.  The parties hereto will, upon reasonable
request of another party, execute and deliver any additional documents
necessary or desirable to complete the transactions described herein.

      6. MISCELLANEOUS.

            (i)   GOVERNING LAW.  This Agreement shall be governed by, and
      enforceable in accordance with, the laws of the State of New York,
      without reference to principles of conflict of laws.

            (ii) AMENDMENTS, ETC. All amendments or waivers of any provisions of
      this Agreement may only be made pursuant to a written instrument executed
      by the parties hereto or their successors and permitted assigns.

            (iii) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
      Agreement made by or on behalf of any of the parties hereto shall bind and
      inure to the benefit of the successors and permitted assigns of such
      party; PROVIDED, HOWEVER, that no party hereto may assign any of its
      rights or obligations under this Agreement without the written consent of
      the other parties hereto.

            (iv) COUNTERPARTS. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

            (v) THIRD PARTY BENEFICIARIES. This Agreement shall not, and shall
      not be deemed to, confer any right or remedy upon any person other than
      the parties hereto and their respective successors and permitted assigns.



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      IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the parties hereto as of the date first above written.



                                 D AND W HOLDINGS, INC.


                                 By_________________________________
                                   Name:  Jeff L. Hull
                                   Title:  President



                                 GE INVESTMENT PRIVATE PLACEMENT
                                 PARTNERS II, A LIMITED PARTNERSHIP

                                 BY:  GE ASSET MANAGEMENT
                                 INCORPORATED, Its General Partner


                                 By_________________________________
                                   Name:
                                   Title:


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                                   SCHEDULE 1






                                          AGGREGATE PURCHASE
                                          PRICE (AT RATE OF
SUBSCRIBER               SHARES            $1.30 PER SHARE)
----------               ------            ----------------

GEIPPPII               11,538,461            $15,000,000