<PAGE>

                                                                  Exhibit 10.35













                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT

                                       OF

                             D AND W HOLDINGS, INC.




                          DATED AS OF OCTOBER 25, 2000






<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  PAGE
<S>                                                                                                <C>
ARTICLE I     DEFINITIONS...........................................................................2

     1.01     Defined Terms.........................................................................2

ARTICLE II    VOTING AGREEMENT......................................................................7

     2.01     Board of Directors of the Company.....................................................7

     2.02     Covenant to Vote......................................................................7

     2.03     Vacancies/Removals....................................................................8

     2.04     No Voting or Conflicting Agreements...................................................8

     2.05     Actions Consistent with Agreement.....................................................8

     2.06     Amendments to Organizational Documents................................................8

     2.07     Expiration of Rights..................................................................8

ARTICLE III   RESTRICTIONS ON TRANSFERS BY THE STOCKHOLDERS.........................................9

     3.01     Restrictions on Transfers Generally...................................................9

     3.02     Tag-Along Right.......................................................................9

     3.03     Drag Along Right.....................................................................10

     3.04     Put Option...........................................................................11

     3.05     Transfers to Affiliates..............................................................12

     3.06     Transferees Subject to Agreement.....................................................13

     3.07     Right of First Offer.................................................................13

     3.08     Expiration of Restrictions...........................................................14

ARTICLE IV    REGISTRATION RIGHTS..................................................................14

     4.01     Piggyback Registration...............................................................14

     4.02     Demand Registration Rights...........................................................16

     4.03     Holdback Agreement...................................................................17

     4.04     Expenses.............................................................................17

     4.05     Registration Procedures..............................................................17

     4.06     Indemnification and Contribution.....................................................22

     4.07     Other Registration Rights............................................................24

ARTICLE V     CERTAIN REPRESENTATIONS AND COVENANTS................................................25

     5.01     Stockholder Representation...........................................................25

     5.02     Company Representation...............................................................25



                                      -i-
<PAGE>

     5.03     Legend on Certificates...............................................................25

     5.04     Actions Requiring Consent of GEIPPPII................................................26

     5.05     Covenants by GEIPPPII................................................................28

ARTICLE VI    MISCELLANEOUS........................................................................29

     6.01     Injunctive Relief....................................................................29

     6.02     Further Assurances...................................................................29

     6.03     Governing Law; Submission to Jurisdiction............................................29

     6.04     Entire Agreement; Amendment; Waiver..................................................29

     6.05     Binding Effect.......................................................................30

     6.06     Invalidity of Provision..............................................................30

     6.07     Counterparts.........................................................................30

     6.08     Notices..............................................................................30

     6.09     Headings.............................................................................30

     6.10     Failure to Deliver Stock.............................................................30

     6.11     Proxy................................................................................31

     6.12     Payment of Fees......................................................................31

     6.13     Termination of Prior Stockholder Agreements..........................................31

     6.14     Consents to Permitted Transactions...................................................31
</TABLE>


                                      -ii-

<PAGE>


                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT


         AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated
as of October 25, 2000, by and among D and W Holdings, Inc., a Delaware
corporation (the "COMPANY"), and each of the individuals and entities signatory
hereto (each a "STOCKHOLDER" and together the "STOCKHOLDERS").

                                    RECITALS:

         WHEREAS, the Company is authorized to issue a total of 250,000,000
shares of Common Stock, par value $0.01 per share ("COMMON STOCK"), consisting
of 245,000,000 shares of series A common stock and 5,000,000 shares of series B
common stock; and

         WHEREAS, upon the consummation of the Transactions (as defined herein),
there will be shares of Common Stock issued and outstanding, and the
Stockholders will own the number of shares of Common Stock as set forth opposite
their respective names on SCHEDULE I hereto; and

         WHEREAS, upon the consummation of the Transactions, there will be
options and/or warrants to purchase shares of Common Stock issued and
outstanding, and the Stockholders will own options and/or warrants to purchase
shares of Common Stock as set forth opposite their respective names on SCHEDULE
I hereto; and

         WHEREAS, the Board of Directors has authorized, by their unanimous
written consent on October 25, 2000 that the size of the Company's Board of
Directors be increased from up to nine directors to up to eleven directors, in
accordance with Article II, Section 2 of the Company's Bylaws;

         WHEREAS, the parties desire to enter into an agreement with respect to
the transfer or other disposition of the Common Stock presently owned or
hereafter acquired by any of the Stockholders and certain other matters.

         NOW THEREFORE, in consideration of the mutual premises, agreements and
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:



<PAGE>





                                    ARTICLE I
                                   DEFINITIONS

         1.01 DEFINED TERMS. The following terms when used in this Agreement,
including its preamble and recitals, shall have the following meanings, such
meanings to be equally applicable to the singular and plural forms thereof:

         "ACCP" shall mean Atrium Co-Capital Partners LLC, a Delaware limited
liability company.

         "ACQUISITION TRANSACTIONS" shall mean (i) the purchase of Common Stock
pursuant to that certain Subscription Agreement, entered into as of August 3,
1998, by and among the Company, GEIPPPII and Ardatrium (as assignee of Arddoor),
(ii) the transactions contemplated by the Merger Agreement, (iii) the
subscription for the Common Stock pursuant to that certain Exchange and
Subscription Agreement, entered into as of July 31, 2000, by and among the
Company, GEIPPPII and Ardatrium, (iv) the purchase of Common Stock pursuant to
that certain Subscription Agreement, entered into as of August 15, 2000, by and
between the Company and GEIPPPII, (v) the subscription for Common Stock pursuant
to that certain Ellison Subscription Agreement, entered into as of the date
hereof, by and between the Company and Ellison, (vi) the purchase of Common
Stock pursuant to that certain Subscription Agreement, entered into as of the
date hereof, by and among the Company and GEIPPPII, (vii) the purchase of Common
Stock pursuant to that certain Subscription Agreement, entered into as of the
date hereof, by and among the Company and ACCP, and (viii) the purchase of
Common Stock pursuant to that certain Management Subscription Agreement, entered
into as of the date hereof, by and among the Company and Doug Cross, Mike
Cornwell and Keith Barnes.

         "AFFILIATE" shall mean, with respect to any Person, any Person that,
directly or indirectly, controls, is controlled by or is under common control
with, such Person. For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

         "ARDATRIUM" shall mean Ardatrium L.L.C., a Delaware limited liability
company.

         "ARDDOOR" shall mean Arddoor L.L.C., a Delaware limited liability
company.

         "ARDSHIEL" shall mean Ardshiel, Inc., a Delaware corporation.


                                       2
<PAGE>


         "ARDSHIEL AFFILIATES" shall mean Ardatrium, Arddoor, Ardshiel and
Ardwing.

         "ARDSHIEL STOCKHOLDERS" shall mean Ardatrium, Arddoor, Ardshiel,
Ardwing, Hambro and Wing L.P.

         "ARDWING" shall mean Ardwing LLC, a Delaware limited liability company.

         "ATRIUM" shall mean Atrium Corporation, a Delaware corporation and a
wholly owned subsidiary of the Company.

         "COMMON STOCK" shall have the meaning set forth in the recitals of this
Agreement and shall include fractional shares of Common Stock and shares of
Common Stock received by way of dividend or upon an increase, a reduction,
substitution or reclassification of securities of the Company or upon any
merger, consolidation or other reorganization of the Company.

         "COMMON STOCK EQUIVALENTS" shall mean the number of shares of Common
Stock issuable upon the exercise, exchange or conversion of any security.

         "CONTRIBUTION TRANSACTIONS" shall mean the contribution by all of the
stockholders of Atrium (other than those whose equity interests in Atrium
converted into the right to receive cash in the merger pursuant to the Merger
Agreement), WIH and Door of their entire equity interests in Atrium, WIH and
Door, respectively, in exchange for shares of Common Stock.

         "DEMAND REGISTRATION RIGHT" shall have the meaning set forth in Section
4.02.

         "DOOR" shall mean Door Holdings, Inc., a Delaware corporation.

         "ELLISON" shall mean The Ellison Company, Inc., a North Carolina
corporation.

         "EQUITY SECURITIES" shall mean any Common Stock, any securities
exercisable or exchangeable for, or convertible into, Common Stock and any
rights, options or warrants to acquire any of the foregoing and shall include
fractional shares of Equity Securities and Equity Securities received by way of
dividend or upon an increase, a reduction, substitution or reclassification of
securities in the Company or upon any merger, consolidation or other
reorganization of the Company.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.



                                       3
<PAGE>

         "EXPIRATION DATE" shall mean the first to occur of (i) the effective
date of a public offering, which when aggregated with all prior public
offerings, constitutes an offering registered under the Securities Act of more
than 30% of the outstanding shares of Common Stock, (ii) the effective date of
any other transaction, which when aggregated with all other transactions,
results in more than 30% of the outstanding shares of Common Stock being
publicly traded, or (iii) the effective date of any transaction which results in
all of the Common Stock being exchanged for shares or other securities that are
publicly traded.

         "FINANCING DOCUMENTS" shall mean (i) the Purchase Agreement, dated as
of the date hereof, by and among D and W Holdings, Inc. and the Purchasers named
therein, relating to 15% Senior Pay-In-Kind Notes due 2010 and 8.4% shares of
Common Stock and the Indenture, dated as the date hereof, by and between D and W
Holdings, Inc. and a Trustee appointed thereunder, relating thereto, and any
refinancing, refunding, extension, amendment, replacement or renewal of either
of them and all documents executed and/or delivered in connection therewith and
(ii) the Amended and Restated Credit Agreement, dated as of the date hereof, by
and among Atrium Companies, Inc., a wholly owned, indirect subsidiary of D and W
Holdings, Inc., the lenders named therein and BankBoston, N.A., as Agent, and
any refinancing, refunding, extension, amendment, replacement or renewal of
either of them and all documents executed and/or delivered in connection
therewith.

         "FINANCING TRANSACTIONS" shall mean the transactions contemplated by
the Financing Documents.

         "GEIPPPII" shall mean GE Investment Private Placement Partners II, a
Limited Partnership, a Delaware limited partnership.

         "HAMBRO" shall mean North Atlantic Smaller Companies Investment Trust,
a United Kingdom corporation, together with J O Hambro Capital Management
Limited - Isle of Man Account 2, an Isle of Man corporation.

         "INDEBTEDNESS EVENT" shall mean (a) the failure of the Company or any
of its subsidiaries to pay (i) within 90 days after the same becomes due, any
amount of principal with respect to any indebtedness having an outstanding
aggregate principal amount of $15,000,000 or greater or (ii) within 45 days
after the same becomes due, any interest with respect to any indebtedness having
an outstanding aggregate principal amount of $15,000,000 or greater; provided,
that the failure by the Company or any subsidiary to make any such payments on
such indebtedness due solely to a payment blockage instituted by holders of
other indebtedness pursuant to the terms of a subordination, intercreditor or
other arrangement (a "Blockage Notice") shall not be deemed an Indebtedness
Event, unless after the expiration or withdrawal of such Blockage Notice such
failure to pay continues for more than two business days or (b) the acceleration
of the final maturity of any indebtedness referred to in clause (a) above by the
holders thereof.



                                       4
<PAGE>

         "INVESTMENT AGREEMENT" shall mean the Investment Agreement, dated as of
June 24, 1997, by and between GE Asset Management Incorporated and Ardshiel, as
amended, amended and restated or otherwise modified in accordance with its terms
and any other similar agreements by and between GE Asset Management Incorporated
and Ardshiel.

         "LETTER AGREEMENT" shall mean the letter agreement, dated October 2,
1998, by and among the Ardshiel Affiliates and GEIPPPII.

         "MANAGEMENT AGREEMENT" shall mean the Amended and Restated Management
Agreement, dated as of May 17, 1999, by and between Ardshiel and the Company, as
amended, amended and restated or otherwise modified in accordance with its
terms.

         "MERGER AGREEMENT" shall mean the Agreement and Plan of Merger, dated
as of August 3, 1998, by and among the Company, D and W Acquisition Corp.,
Atrium and the security holders named therein.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "NASDAQ" shall mean the Nasdaq National Market System.

         "OPTION AGREEMENT" shall mean the Option Agreement, dated as of October
2, 1998, by and among GEIPPPII, Ardshiel, Ardwing, Arddoor and Ardatrium.

         "OPTION PLANS" shall mean the D and W Holdings, Inc. 1998 Stock Option
Plan and the D and W Holdings, Inc. Replacement Stock Option Plan.

         "OTHER TRANSACTIONS" shall mean the transactions contemplated by the
agreements set forth in Schedule II hereto.

         "PERMITTED REGISTRATION RIGHTS" shall mean all demand and piggyback
registration rights granted (i) under this Agreement and (ii) to holders of
Permitted Common Stock Rights.

         "PERMITTED COMMON STOCK RIGHTS" shall mean each of

         (i) the issuance, exercise, redemption and/or conversion of the Equity
Securities outstanding on the date hereof; and

         (ii) any issuance and/or exercise of Equity Securities to or by the
Company's or any of its subsidiaries' officers, directors or employees under the
Option Plans, but only to the extent that the aggregate number of shares of
Common Stock covered under this clause (ii) that are issued after the date of
this Agreement does not exceed 2% of the aggregate amount of Common Stock
outstanding on the date hereof (on



                                       5
<PAGE>

a fully diluted basis).

         "PERMITTED TRANSACTIONS" shall mean (i) Permitted Registration Rights
(ii) the Transactions and (iii) Permitted Common Stock Rights.

         "PERMITTED TRANSFEREE" shall have the meaning set forth in Section 3.05
herein.

         "PERSON" shall mean and include an individual, a corporation, a limited
liability company, an association, a partnership, a joint venture, a trust or
estate, a government or any department or agency thereof, or any other entity or
governmental body.

         "PIGGYBACK REGISTRATION" shall have the meaning set forth in Section
4.01.

         "REGISTRATION EXPENSES" shall mean the following expenses incident to
the Company's performance of or compliance with its obligations under Sections
4.01 and 4.02 hereof, including without limitation, all SEC, NASD and securities
exchange or NASDAQ registration, listing and filing fees and expenses, fees and
expenses of compliance with applicable state securities or "blue sky" laws
(including, without limitation, reasonable fees and disbursements of counsel for
the underwriters in connection with "blue sky" qualifications of securities to
be registered), printing expenses, messenger and delivery expenses, fees and
disbursements of counsel for the Company and all independent certified public
accountants retained by the Company (including the expenses of any audit and
"cold comfort" letters required by or incident to such performance and
compliance), fees and disbursements of underwriters customarily paid by issuers
or sellers of securities (including the fees and expenses of any "qualified
independent underwriter" required by the NASD), reasonable fees and expenses of
any special experts retained by the Company in connection with such
registration, fees and expenses of other Persons retained by the Company, all
transfer taxes with respect to the shares of Common Stock sold by a Stockholder
and all other expenses incurred by Stockholders customary for and incidental to
the sale and delivery of the shares of Common Stock to be sold by such
Stockholders (but not including any underwriting discounts or commission, if
any, attributable to the sale of Common Stock by holders of such Common Stock
other than the Company); provided, that the term "Registration Expenses" shall
not include fees and expenses of counsel for the Stockholders other than
reasonable fees and expenses of one counsel for all Stockholders in the case of
(i) any Piggyback Registration in connection with a Company initiated
registration or (ii) any Demand Registration and/or any Piggyback Registration
in connection with a Demand Registration.

         "RESTRICTED STOCK AGREEMENT" shall mean the Restricted Stock Agreement,
dated as of the date hereof, by and among the Company and Ardshiel.



                                       6
<PAGE>

         "SEC" shall mean the Securities and Exchange Commission and any
successor agency performing the same or a similar function.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "TRANSACTIONS" shall mean the Acquisition Transactions, the
Contribution Transactions, the Financing Transactions and the Other
Transactions.

         "WIH" shall mean Wing Industries Holdings, Inc., a Delaware
corporation.

         "WING L.P." shall mean Wing Partners, L.P., a Delaware limited
partnership.


                                   ARTICLE II
                                VOTING AGREEMENT

         2.01 BOARD OF DIRECTORS OF THE COMPANY. The Company and each
Stockholder agree that the Company shall have, and each Stockholder agrees to
vote its shares of Common Stock to cause the Company to have, a Board of
Directors consisting of up to eleven directors. Prior to the Expiration Date,
(i) GEIPPPII, so long as it is a Stockholder, shall nominate one person for
election as a director of the Company; PROVIDED, that, in the event the Board of
Directors consists of seven or more members, GEIPPPII, so long as it is a
Stockholder, shall be entitled to nominate two persons for election as directors
of the Company; and PROVIDED FURTHER, that during the continuation of an
Indebtedness Event, GEIPPPII, so long as it is a Stockholder, shall be entitled
to nominate the balance of the Board of Directors not otherwise required to be
nominated pursuant to this Section 2.01; (ii) the Chief Executive Officer of the
Company, so long as he holds Equity Securities and is the Chief Executive
Officer of the Company, shall be nominated for election as a director of the
Company; and (iii) John Ellison, Jr., so long as Ellison, together with any
Permitted Transferee of Ellison, holds all of the Equity Securities held by
Ellison on the date hereof, shall be nominated for election as a director of the
Company. The Ardshiel Affiliates, so long as any of them is a Stockholder, shall
(a) prior to the Expiration Date, except during the continuance of an
Indebtedness Event, nominate up to seven persons for election as directors of
the Company, and (b) on and after the Expiration Date or during the continuance
of an Indebtedness Event, nominate two persons for election as directors of the
Company.

         2.02 COVENANT TO VOTE.

         (a) Each of the Stockholders shall appear in person or by proxy at any
annual or special meeting of stockholders for the purpose of obtaining a quorum
and shall vote or cause the vote of the shares of Common Stock owned by such
Stockholder or by any Affiliate of such Stockholder, either in person or by
proxy, at any annual or special meeting of stockholders of the Company called
for the purpose of voting on the election,



                                       7
<PAGE>

if such director has been nominated for election, or removal, if such director
has been designated for removal, of directors, or take any consensual action of
stockholders with respect to such election or removal of directors, in favor of
such election of the directors nominated, or removal and/or replacement of the
directors designated, in accordance with Section 2.01 or 2.03, as the case may
be. In addition, each of the Stockholders shall appear in person or by proxy at
any annual or special meeting of stockholders for the purpose of obtaining a
quorum and shall vote or cause the vote of the shares of Common Stock owned by
such Stockholder or any Affiliate of such Stockholder upon any matter submitted
to a vote of the stockholders of the Company in a manner so as to be consistent
and not in conflict with, and to implement, the terms of this Agreement. If a
Stockholder does not designate a director pursuant to Section 2.01, each of the
Stockholders shall appear in person or by proxy at any annual or special meeting
of stockholders for the purpose of obtaining a quorum and shall vote or cause
the vote of the shares of Common Stock owned by such Stockholder or by any
Affiliate of such Stockholder, either in person or by proxy, for the re-election
of the prior director designated by the Stockholder failing to exercise his
rights to designate a director pursuant to Section 2.01.

         (b) Notwithstanding anything herein to the contrary, each of the
Stockholders shall cause any director nominated by such Stockholder to abstain
from voting with respect to any exercise by the Company of the right of first
offer provided in Section 3.07 in the event such Stockholder is a Selling
Stockholder in connection therewith.

         2.03 VACANCIES/REMOVALS. Each director of the Company shall be subject
to removal by the Stockholder who nominated him or her at any time, with or
without cause. Each Stockholder shall have the right to call a special meeting
of Stockholders at any time, and from time to time, for the sole purpose of
removing from the Board of Directors of the Company, with or without cause, any
person or persons nominated by such Stockholder for election as a director, and
in such event, the Stockholders shall vote all of their Common Stock in support
of such removal and for the election of such replacements as may be nominated by
the Stockholder who nominated the director(s) who were removed. The Stockholders
shall then cause the Company to remove from the Board of Directors of the
Company the person removed from the Board of Directors of the Company and elect
as a director of the Company the person who was elected as a replacement to the
Board of Directors of the Company.

         2.04 NO VOTING OR CONFLICTING AGREEMENTS. Except as set forth in
Section 6.11, each of the Stockholders agrees that it will not, and will not
permit any Affiliate to grant any proxy or enter into or agree to be bound by
any voting trust with respect to its shares of Common Stock or to enter into any
stockholder agreements or arrangements of any kind with any Person with respect
to its shares of Common Stock in any such case in a manner that is inconsistent
with the provisions of this Agreement.



                                       8
<PAGE>

         2.05 ACTIONS CONSISTENT WITH AGREEMENT. The Company shall not take any
action inconsistent with the provisions of this Agreement.

         2.06 AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Each Stockholder agrees to
vote all its shares of Common Stock in favor of amending or changing the
Certificate of Incorporation of the Company to authorize a sufficient number of
shares of Common Stock, in the opinion of the Board of Directors, to consummate
an initial public offering.

         2.07 EXPIRATION OF RIGHTS. The rights granted pursuant to this Article
II shall expire and be of no further force and effect on and after the
Expiration Date; PROVIDED, HOWEVER, that the provisions of clause (b) in Section
2.01 and the other provisions of this Article II insofar as they may relate to
the matters described in clause (b) of Section 2.01 shall not expire.
Notwithstanding anything herein to the contrary, the rights granted pursuant to
this Article II, including, without limitation, the provisions of clause (b) of
Section 2.01 and the other provisions of this Article II relating to the matters
described in clause (b) of Section 2.01, shall expire on the date the Investment
Agreement is terminated pursuant to Section 6.14(b) thereof. Notwithstanding the
foregoing sentence, the rights granted under clause (iii) of Section 2.01 shall
survive any termination of the Investment Agreement pursuant to Section 6.14(b)
thereof that occurs prior to the Expiration Date.


                                  ARTICLE III
                  RESTRICTIONS ON TRANSFERS BY THE STOCKHOLDERS

         3.01 RESTRICTIONS ON TRANSFERS GENERALLY.

         (a) Each Stockholder hereby agrees that such Stockholder shall not, and
shall not permit any of its Affiliates to, directly or indirectly, sell,
transfer or otherwise dispose of any of its Equity Securities other than,
subject to the terms and conditions of this Agreement, (i) pursuant to an
effective registration statement under the Securities Act or (ii) pursuant to an
exemption from registration under the Securities Act and any state securities or
"blue sky" laws.

         (b) The Ardshiel Stockholders, Ellison and ACCP agree not to sell,
transfer, pledge, mortgage, hypothecate, encumber or otherwise dispose of any
Equity Securities so long as GEIPPPII shall own any Equity Securities.
Notwithstanding the provisions of this Section 3.01(b), (i) the Ardshiel
Stockholders may (A) sell, transfer or otherwise dispose of Equity Securities in




                                       9
<PAGE>

connection with any sale, transfer or other disposition by GEIPPPII or Ellison
in accordance with Section 3.02, (B) sell, transfer or otherwise dispose of
Equity Securities pursuant to Sections 3.03, 3.04, 3.05, 4.01 or 4.02, and (C)
sell, transfer or otherwise dispose of Equity Securities if the Investment
Agreement is terminated for cause pursuant to Section 6.14(b) thereof, subject
to Section 3.07 hereof, (ii) Ellison may (A) sell, transfer or otherwise dispose
of Equity Securities in connection with any sale, transfer or other disposition
by GEIPPPII or the Ardshiel Stockholders in accordance with Section 3.02, and
(B) sell, transfer or otherwise dispose of Equity Securities pursuant to
Sections 3.03, 3.05, 4.01 or 4.02 and (iii) ACCP may (A) sell, transfer or
otherwise dispose of Equity Securities in connection with any sale, transfer or
other disposition by GEIPPPII or the Ardshiel Stockholders in accordance with
Section 3.02, and (B) sell, transfer or otherwise dispose of Equity Securities
pursuant to Sections 3.03, 3.05, 4.01 or 4.02.

         3.02 TAG-ALONG RIGHT.

         (a) If GEIPPPII or any of its Affiliates or, subject to Section
3.01(b), any of the Ardshiel Stockholders or Ellison, propose to sell, transfer
or otherwise dispose of any Equity Securities to any Person or Persons (other
than to an Affiliate) (the "SELLING STOCKHOLDER"), the Selling Stockholder shall
notify each other Stockholder (each a "TAG ALONG STOCKHOLDER") in writing (the
"TAG ALONG NOTICE") of such proposed transfer and its terms and conditions.
Within 15 days of receipt of a Tag Along Notice, each Tag Along Stockholder
shall notify the Selling Stockholder if it elects to participate in such
transfer ("TAG ALONG RIGHT") and shall state the number of shares of Equity
Securities (in the case of a sale of Equity Securities by the Selling
Stockholder) that the Tag Along Stockholder desires to sell. Upon electing to
transfer, each Tag Along Stockholder shall be obligated to sell, at the same
price and on the same terms as the Selling Stockholder, the number of shares
stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may
elect to sell such number of Equity Securities as is equal to the number of
Equity Securities to be purchased by the Buyer multiplied by a fraction, the
numerator of which shall be the number of Equity Securities held by such Tag
Along Stockholder and the denominator of which shall be the aggregate number of
Equity Securities, held by all transferors; PROVIDED, HOWEVER, that the sale of
the Equity Securities contained in the Tag Along Notice is consummated within
180 days of delivery of the notice by the Tag Along Stockholder evidencing such
Stockholder's election to exercise its Tag Along Right. Each such Tag Along
Stockholder shall agree to enter into a purchase agreement in form and substance
approved by the Selling Stockholder to the extent such agreement shall contain
customary representations as to ownership of the Equity Securities to be
purchased and the absence of liens thereon. If the sale is not consummated
within such 180-day period, then each Tag Along Stockholder shall no longer be
obligated but shall continue to have the right to sell such Stockholder's Equity
Securities pursuant to such Tag Along Right and shall have the rights under, and
remain subject to, the provisions of this Section 3.02 with respect to any
subsequent proposed transfer described in this Section 3.02. In the event that
the proposed transferee does not purchase the number of Equity Securities that
the Tag Along Stockholder elects to sell pursuant to the foregoing on the same
terms and conditions as the securities purchased from the Selling Stockholder,
then the Selling Stockholder shall not be permitted to sell any securities to
the proposed transferee. If no Tag Along Notice is received by the end of the 15
days referred to above, the Selling Stockholder shall have the right for a
180-day period thereafter to transfer the securities to the proposed transferee
on terms and conditions no



                                       10
<PAGE>

more favorable to the Selling Stockholder than those stated in the Tag Along
Notice and in accordance with the provisions of this Section 3.02.

         (b) Notwithstanding anything contained in this Section 3.02, neither
Ellison nor ACCP shall have any Tag Along Right in connection with a disposition
by the Ardshiel Stockholders of Equity Securities pursuant to Section 3.04.

         3.03 DRAG ALONG RIGHT.

         (a) If at any time after October 2, 2002, GEIPPPII proposes to transfer
in a bona fide arm's length sale all of the Equity Securities owned by GEIPPPII
to any Person or Persons who are not Affiliates of GEIPPPII (the "PROPOSED
TRANSFEREE"), GEIPPPII shall have the right (the "DRAG ALONG RIGHT"), subject to
applicable law and compliance with any other restrictions applicable to such
transfer, to require all Stockholders to sell, pursuant to Section 3.03(b), to
the Proposed Transferee, on the same terms and conditions as applicable to
GEIPPPII except as limited in Section 3.03(b), all (but not less than all) of
the Equity Securities then held by such Stockholders.

         (b) To exercise a Drag Along Right, GEIPPPII shall give each
Stockholder (each, a "DRAG-ALONG STOCKHOLDER"), at least 15 days prior to the
proposed transfer to the Proposed Transferee, a written notice (the "DRAG ALONG
NOTICE") containing (i) the name and address of the Proposed Transferee and (ii)
the proposed purchase price, the terms of payment and other material terms and
conditions of the Proposed Transferee's offer. Each Drag Along Stockholder shall
thereafter be obligated to sell all of its Equity Securities to the Proposed
Transferee. Each such Drag Along Stockholder shall agree to enter into a
purchase agreement in form and substance approved by GEIPPPII to the extent such
agreement shall contain customary representations as to ownership of the shares
to be purchased and the absence of liens thereon and customary indemnification
provisions, including indemnification from the Drag Along Stockholder. If the
sale is not consummated within a period of 180 days following the date of the
Drag Along Notice, then each Drag Along Stockholder shall no longer be obligated
to sell such Stockholder's Equity Securities pursuant to such Drag Along Right
but shall have the rights under, and remain subject to, the provisions of this
Section 3.03 with respect to any subsequent proposed transfer described in this
Section 3.03. No Drag Along Stockholder shall be required to participate in a
proposed transfer pursuant to the exercise of a Drag Along Right unless its
liability for breaches of representations and warranties made in connection with
the sale thereunder is limited to no more than the total sale price received by
such Drag Along Stockholder in such sale.

         3.04 PUT OPTION.

         (a) Notwithstanding Section 3.01 or any other provision herein to the
contrary, any of the Ardshiel Affiliates may from time to time propose or
request that GEIPPPII sell or dispose of all of GEIPPPII's Equity Securities in
a bona fide arm's length sale, to any Person or Persons who are not Affiliates
of any of the Ardshiel



                                       11
<PAGE>

Affiliates (an "ARDSHIEL PROPOSAL"), but GEIPPPII shall be under no obligation
to do so; PROVIDED, HOWEVER, that if GEIPPPII has held such Equity Securities
for at least two years, and the terms on which any of the Ardshiel Affiliates so
proposes or requests GEIPPPII to sell or dispose of such Equity Securities would
result in GEIPPPII realizing an annual internal rate of return on its investment
in the Company, WIH and Door of at least 15% (compounded semi-annually) over the
period that such Equity Securities have been held pursuant to the calculations
set forth in the Letter Agreement, and GEIPPPII is permitted by applicable law
and regulation to sell but refuses to sell or dispose of such Equity Securities
on such terms as set forth in the Ardshiel Proposal, each of the Ardshiel
Affiliates shall have the right (the "PUT RIGHT") to cause GEIPPPII to purchase
the Ardshiel Stockholders' interests in any Equity Securities (the "PUT
SECURITIES") for a purchase price equal to the lesser of the price set forth in
the Ardshiel Proposal and the price determined in accordance with the formula
set forth in the Letter Agreement. GEIPPPII shall have the right to assign such
purchase obligation to any Person and GEIPPPII shall have no obligation under
this Section 3.04 subsequent to September 19, 2005.

         (b) Each Ardshiel Proposal shall contain (a) the name and address of
the proposed transferee and (b) the proposed purchase price, the terms of
payment and other material terms and conditions of the proposed transaction.
Within 15 days following the receipt of an Ardshiel Proposal, GEIPPPII shall
notify the Ardshiel Affiliates if it will sell on the terms and conditions
contained in the Ardshiel Proposal, subject to review and approval of final
documentation of such Ardshiel Proposal.

         (c) To exercise a Put Right, any of the Ardshiel Affiliates shall give
GEIPPPII a written notice ("PUT Notice") evidencing its election to exercise its
Put Right within 10 days following notice by GEIPPPII of its refusal to sell its
Equity Securities pursuant to the terms of the Ardshiel Proposal. Within two
business days following delivery of such Put Notice, GEIPPPII shall notify the
Ardshiel Affiliates if it will sell on the terms and conditions contained in the
Ardshiel Proposal. If GEIPPPII notifies the Ardshiel Affiliates that GEIPPPII
will not sell on the terms and conditions contained in the Ardshiel Proposal,
GEIPPPII or its assignee shall purchase, on or before the date 60 days following
the date of the Put Notice, the Put Securities by wire transfer of immediately
available funds, in an amount equal to the purchase price equal to the lesser of
the price stated in the Ardshiel Proposal and the price as calculated using the
procedures set forth in the Letter Agreement, to an account or accounts
designated by the Ardshiel Affiliates in the Put Notice, and the Ardshiel
Stockholders shall deliver to GEIPPPII or its assignee all of the Put Securities
free of all liens and encumbrances. In connection with the Put Right, (i)
GEIPPPII and the Ardshiel Stockholders shall take such steps as may be
appropriate to ensure compliance with any applicable law, rule or regulation or
any applicable agreement, in each case, relating to the Put Securities or the
Ardshiel Stockholders' transfer thereof, including the making by GEIPPPII of any
appropriate representations and warranties and (ii) GEIPPPII or its assignee
shall have, as of the date of such exercise, represented and warranted to the
Ardshiel Stockholders that


                                       12
<PAGE>


GEIPPPII or its assignee is purchasing the Put Securities based solely on its
own analysis regarding the Put Securities and the Company, obtained from sources
other than the Ardshiel Stockholders and that GEIPPPII or its assignee is not
relying on any representations or warranties express or implied (other than as
to the Ardshiel Stockholders' ownership of the Put Securities and the absence of
liens or encumbrances thereon) from the Ardshiel Stockholders relating to the
Put Securities or the Company.

         (d) Notwithstanding anything contained in this Agreement to the
contrary, this Section 3.04 shall not apply to Ellison; PROVIDED, HOWEVER, that
nothing in this Section 3.04 shall limit Ellison's Tag Along Right in the event
of a disposition by GEIPPPII of Equity Securities under this Section 3.04.

         3.05 TRANSFERS TO AFFILIATES. Notwithstanding anything to the contrary
contained in this Article III, (i) each of the Ardshiel Stockholders and
GEIPPPII may transfer Equity Securities to an Affiliate of such Stockholder (an
"INSTITUTIONAL PERMITTED TRANSFEREE"), and (ii) each of Ellison and ACCP may
transfer Equity Securities to an Affiliate of Ellison or an Affiliate of ACCP,
respectively, approved by the Ardshiel Affiliates in writing, such approval by
the Ardshiel Affiliates not to be unreasonably withheld (together with the
Institutional Permitted Transferees, "Permitted Transferees"); PROVIDED, that in
each case such transfer shall be subject to the transferor and transferee
agreeing in writing, for the benefit of the Company and the other Stockholders
(who shall be third party beneficiaries of such agreement) that the transferor
will repurchase such Equity Securities in the event such transferee ceases to be
an Affiliate; and PROVIDED FURTHER, that the Permitted Transferee of a
Stockholder may only transfer its Equity Securities to the transferor
Stockholder from whom such Permitted Transferee received such Equity Securities
or any of such transferor's Permitted Transferees or otherwise in accordance
with the terms hereof.

         3.06 TRANSFEREES SUBJECT TO AGREEMENT. Any transferor of Equity
Securities, other than a transferor of Equity Securities transferring such
Equity Securities pursuant to an effective registration statement under the
Securities Act, shall, as a condition of the consummation of such transfer, sale
or other disposition, require the transferee to agree in writing to be subject
to and bound by the terms of this Agreement and to be deemed to be a Stockholder
under this Agreement (it being understood that the transferee shall be subject
to the obligations of the transferor but shall not be entitled to the rights of
the transferor unless the transferor expressly assigns such rights and, with
respect to which, if assigned, the transferor shall cease to be entitled, to the
extent of such assignment). Any transfer made in violation of this Section 3.06
shall be null and void.

         3.07 RIGHT OF FIRST OFFER.

         (a) Until the Expiration Date, prior to offering or soliciting any
offers, or accepting any unsolicited offers, with respect to the disposition of
any Equity Securities (other than (i) any sale, transfer or other disposition of
such Equity Securities in connection with any sale, transfer or other
disposition by GEIPPPII in accordance with



                                       13
<PAGE>

Section 3.02, (ii) and sale, transfer or other disposition of such Equity
Securities pursuant to Sections 3.03, 3.04, 3.05, 4.01 or 4.02 or (iii) a
distribution of Equity Securities to the partners or members of a Selling
Stockholder (defined below) that is a partnership or a limited liability
company), a Stockholder (the "SELLING STOCKHOLDER") shall give written notice to
the Company or, in the case of a transfer permitted by Section 3.01(b)(i)(C), to
GEIPPPII of such proposed transfer, together with such additional information as
is necessary, or reasonably requested by the Company or GEIPPPII, as applicable,
to evaluate such proposed transfer (the "FIRST OFFER NOTICE"). The First Offer
Notice shall constitute an invitation to the Company or GEIPPPII, as applicable,
to offer to purchase or otherwise acquire all, but not less than all, of the
Equity Securities that are the subject of such First Offer Notice.

         (b) Upon receipt of a First Offer Notice pursuant to Section 3.07(a)
above, the Company or GEIPPPII, as applicable, shall have a period of 20
business days (the "OFFER PERIOD") within which to submit a proposal (each, a
"PROPOSAL") to the Selling Stockholder to purchase all, but not less than all,
of the Equity Securities that are the subject of such First Offer Notice. The
Selling Stockholder shall then have a period of 30 days from the end of the
Offer Period within which to accept or reject such Proposal.

         (c) If the Selling Stockholder accepts the Proposal, the Selling
Stockholder and the Company or GEIPPPII, as applicable, shall each use
commercially reasonable efforts to consummate the transaction in accordance with
such Proposal as promptly as practicable. If, despite the use of good faith
efforts by the Selling Stockholder, any such transaction is not consummated
within 90 days of the acceptance of the Proposal, the Selling Stockholder shall,
for a period of 180 days thereafter, be free to sell, transfer or otherwise
dispose of all, but not less than all, of the Equity Securities that are the
subject of such accepted Proposal in any manner and to any Person. After such
180-day period, the Selling Stockholder shall not sell, transfer or otherwise
dispose of such shares without again complying with the provisions of this
Section 3.07.

         (d) If the Selling Stockholder in its sole discretion rejects one or
more Proposals, the Selling Stockholder may, within 180 days after the
expiration of the Offer Period, sell, transfer or otherwise dispose of all, but
not less than all, of the Equity Securities that are the subject of such
rejected Proposal or Proposals on terms (including price and other terms and
conditions) that (considered as a whole) are in the Selling Stockholder's good
faith reasonable judgment more favorable to the Selling Stockholder than the
terms contained in such rejected Proposal or Proposals. After such 180-day
period, the Selling Stockholder shall not sell, transfer or otherwise dispose of
such shares without again complying with the provisions of this Section 3.07.

         (e) If the Company or GEIPPPII, as applicable, fails to submit a
Proposal during the Offer Period, the Selling Stockholder shall be free to sell,
transfer or otherwise dispose of all, but not less than all, of the Equity
Securities that are the subject of the First Offer Notice in any manner and to
any Person for a period of 90 days following the



                                       14
<PAGE>

expiration of the Offer Period. After such 90-day period, the Selling
Stockholder shall not sell, transfer or otherwise dispose of such shares or
securities without again complying with the provisions of this Section 3.07.

         3.08 EXPIRATION OF RESTRICTIONS. The restrictions set forth in Article
III hereof shall expire and be of no further force and effect on and after the
Expiration Date.

                                   ARTICLE IV
                               REGISTRATION RIGHTS

         4.01 PIGGYBACK REGISTRATION.

         (a) If the Company proposes (including in connection with any Demand
Registration Right exercised or to be exercised by a Stockholder) to file a
registration statement under the Securities Act with respect to any Equity
Security (other than pursuant to a registration statement on Form S-4 or Form
S-8 or any successor or similar forms in connection with an exchange offer or
any offering of securities solely to the Company's then existing stockholders or
employees of the Company and its subsidiaries), the Company shall give written
notice of such proposed filing to each Stockholder at least 20 days prior to
such proposed filing. Such notice shall offer to each Stockholder the
opportunity to include in such registration statement for resale by the
Stockholders, such number of shares of Common Stock each may request in a
written notice to the Company (which notice shall specify the number of shares
to be disposed of by such holder and the intended method of disposition thereto
within 20 days after the receipt of such notice from the Company (a "PIGGYBACK
REGISTRATION"). The Company shall permit, or shall cause the managing
underwriter of any such proposed offering to permit, the shares of Common Stock
requested to be included in the registration to be included on the same terms
and conditions as are applicable to the other Equity Securities included in such
registration statement. If any shares of Common Stock are to be distributed
pursuant to this Section 4.01 through a firm of underwriters to the public, and
(i) GEIPPPII shall be participating in such offering or (ii) General Electric
Company has a direct or indirect interest of 5% or greater in an underwriter
selected by the Board of Directors of the Company, GEIPPPII shall have the
right, in its sole discretion, to disapprove of any such underwriter. The
Company shall not be required to maintain the effectiveness of the registration
statement beyond the earlier to occur of (i) 120 days after the effective date
of the registration statement; and (ii) consummation of the distribution by the
Stockholders whose shares of Common Stock are included in such registration
statement.

         (b) If (i) the managing underwriter or underwriters, if any, advise the
Stockholders seeking to register shares of Common Stock under this Section 4.01
in writing that in its or their opinion. or (ii) in the case of a Piggyback
Registration not being underwritten, the Company shall reasonably determine and
notify such Stockholders of such determination, after consultation with an
investment banker of nationally recognized standing that, the number of
securities proposed to be sold in such registration (including



                                       15
<PAGE>

securities to be included pursuant to Section 4.01(a) above) will materially
adversely affect the success of such offering, the Company will include in such
registration the number of securities, if any, which in the opinion of such
underwriter or underwriters or the Company, as the case may be, can be sold as
follows: (i) first, the shares the Company proposes to sell; (ii) second, the
shares of Common Stock requested to be included in such registration by the
Stockholders and (iii) third, the securities requested to be included by each
other Person exercising any Piggyback Registration rights; provided, that (a) if
all shares requested to be included in such Piggyback Registration by members of
any group set forth above are not to be included, selection of shares to be
included from within such groups shall be made PRO RATA based on the number of
shares that each member of such group holds and (b) no Stockholder shall have
the right to register shares pursuant to this Section 4.01 if the Company is at
such time, and has been continuously during the immediately preceding three
years, subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act and such Stockholder is then entitled to sell all of its shares of
Common Stock in less than three months pursuant to Rule 144 (other than under
Rule 144(k)).

         (c) The provisions of this Section 4.01 shall also apply in the event
any subsidiary of the Company proposes to file a registration statement under
the Securities Act with respect to any of its equity securities (other than
pursuant to a registration statement on Form S-4 or Form S-8 or any successor or
similar forms in connection with an exchange offer or any offering of securities
solely to the Company's or its subsidiaries' then existing stockholders or
employees of such subsidiary) as if the Company had proposed such filing
pursuant to clause (a) above.

         4.02 DEMAND REGISTRATION RIGHTS. Upon the written request (the
"REQUEST") of a Stockholder that has the right to require the Company to
register under the Securities Act any or all shares of the Common Stock then
held by such Stockholder (a "DEMAND REGISTRATION RIGHT"), the Company shall
include such shares in a registration statement on Form S-1, Form S-2 or Form
S-3 (or any equivalent form), and use its best efforts to register such shares,
under the Securities Act. GEIPPPII shall have five Demand Registration Rights;
PROVIDED, that if, at any time, GEIPPPII owns less than 10% of the issued and
outstanding Common Stock and has more than one Demand Registration Right
remaining, GEIPPPII shall not be entitled to use one of its then remaining
Demand Registration Rights. The Ardshiel Stockholders shall have two Demand
Registration Rights. A Demand Registration Right may not be exercised by either
GEIPPPII or an Ardshiel Stockholder unless the exercising Stockholder(s) elects
to sell under the registration statement the lesser of (x) at least 50% of the
aggregate number of shares of Common Stock then held by such Stockholder(s) or
(y) at least 5% of the then issued and outstanding shares of Common Stock. The
Company will promptly give written notice of such requested registration to all
other Stockholders and thereupon will use its best efforts to effect the
registration under the Securities Act of (i) the Common Stock which the Company
has been so requested to register, for disposition in accordance with the
intended method of disposition stated in such request; and (ii) all other Common




                                       16
<PAGE>

Stock, the holders of which shall have, within 20 days after the receipt of such
written notice from the Company, made written request (which notice shall
specify the intended method of disposition thereof) to the Company for
registration thereof, all to the extent required to permit the disposition (in
accordance with the intended method thereof as aforesaid) by all such holders of
securities so to be registered; PROVIDED, HOWEVER, that the Company shall not be
obligated to effect any such registration pursuant to this Section 4.02 (i) at
any time prior to the earlier of (a) October 2, 2001, or (b) the effective date
of the first registration statement filed by the Company with the SEC, and (ii)
at any time prior to the date six months following the consummation by the
Company of any public offering. GEIPPPII shall have the right, in its sole
discretion, to disapprove of any underwriter selected by the Board of Directors
of the Company. If the managing underwriter or underwriters, if any, advise the
Stockholders seeking to register shares of Common Stock under this Section 4.02
in writing that in its or their opinion the number of securities proposed to be
sold in such registration will materially adversely affect the success of such
offering, the Company shall include in such registration the number of
securities, if any, which in the opinion of such underwriter or underwriters can
be sold on a pro rata basis based on the number of shares that each such
Stockholder holds. Notwithstanding anything contained herein to the contrary,
(i) if the Stockholder exercising a Demand Registration Right does not sell at
least 50% of the shares of Common Stock it requested be registered in the
registration, such Stockholder shall be entitled to an additional Demand
Registration Right, and (ii) any Stockholder that sells at least 50% of the
shares of Common Stock owned by it in the registration shall lose one of its
Demand Registration Rights.

         4.03 HOLDBACK AGREEMENT. Notwithstanding any other provision in this
Article IV, the Company and each Stockholder agrees it will not, and the Company
shall use its best efforts to not permit any Affiliate to (and it shall be a
condition to the rights of each Stockholder under this Article IV that such
Stockholder does not), offer for public sale any shares of Common Stock, or
effect any sale of securities pursuant to Rule 144, during the 10 days prior to
and the 90 days after the closing date of any underwritten offering thereunder
unless such shares of Common Stock are covered by such registration statement or
such shorter period is agreed to by any managing underwriter or underwriters of
such offering.

         4.04 EXPENSES. All Registration Expenses in connection with any
registration under this Article IV shall be borne by the Company.

         4.05 REGISTRATION PROCEDURES. In connection with the registration of
shares of Common Stock under the Securities Act pursuant to this Agreement, the
Company will furnish each Stockholder whose shares of Common Stock are
registered thereunder and each underwriter, if any, with a copy of the
registration statement (including all exhibits thereto) and all amendments
thereto and will supply each such Stockholder and each underwriter, if any, with
copies of any prospectus included therein (including any preliminary prospectus)
and all amendments and supplements thereto in



                                       17
<PAGE>

such quantities as may be reasonably necessary for the purposes of the proposed
sale or distribution covered by such registration.

         In connection with the Company's registration obligations pursuant to
this Article IV, the Company will use its best efforts to effect such
registration to permit the sale of the shares of Common Stock being registered
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto the Company will:

         (a) prepare and file with the SEC, as soon as practicable after
     receiving a written notice pursuant to Section 4.02, a registration
     statement on any appropriate form under the Securities Act, which form
     shall be selected by the Company, shall be reasonably acceptable to any
     managing underwriter chosen in accordance with Section 4.02 and shall be
     available for the sale of the shares of Common Stock in accordance with the
     intended method or methods of distribution thereof, and shall use its
     reasonable efforts to cause such registration statement to become
     effective; provided, that before filing a registration statement or any
     prospectus related thereto or any amendments or supplements thereto,
     including documents incorporated by reference, after the initial filing of
     any registration statement, the Company will furnish copies of all such
     documents proposed to be filed to the holders of the shares of Common Stock
     covered by such registration statement and underwriters, if any, and make
     the Company's representatives available for discussion of such documents
     and other relevant matters and shall reasonably consider such changes in
     such documents prior to the filing thereof as such holders or underwriters
     may timely and reasonably request. If any Stockholder whose shares of
     Common Stock are covered by such registration statement shall reasonably
     object to any disclosure in or omission from any registration statement or
     any amendment thereto or any prospectus or any supplement thereto,
     including documents incorporated by reference, which the Company in good
     faith on the advice of counsel believes is necessary or appropriate to be
     included therein or omitted therefrom, and prior to the effectiveness of
     such registration advises the Company that it chooses not to participate in
     such offering, such Stockholder may choose not to participate in such
     offering;

         (b) prepare and file with the SEC such amendments and post-effective
     amendments to the registration statement as may be necessary to keep such
     registration statement effective for the required duration thereof; cause
     the related prospectus to be supplemented by any required prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Securities Act; and comply with the relevant provisions of the
     Securities Act during the applicable period in accordance with the intended
     methods of disposition by the sellers thereof set forth in such
     registration statement or supplement to such prospectus;



                                       18
<PAGE>

         (c) notify the selling Stockholders and the managing underwriters if
     any, promptly, and (if requested by any such holder) confirm such
     notification in writing, (i) when a prospectus or any prospectus supplement
     or post-effective amendment has been filed, and, with respect to a
     registration statement or any post-effective amendment, when the same has
     become effective, (ii) of any request by the SEC for amendments or
     supplements to a registration statement or related prospectus or for
     additional information, (iii) of the issuance by the SEC of any stop order
     suspending the effectiveness of a registration statement or the initiation
     of any proceedings for that purpose, (iv) of the receipt by the Company of
     any written notification with respect to the suspension of the
     qualification of any of the shares of Common Stock for sale in any
     jurisdiction or the initiation or threatening of any proceeding for such
     purpose, and (v) of the existence of any fact known to the Company which
     results in a registration statement, a prospectus or any document
     incorporated therein by reference containing an untrue statement of a
     material fact or omitting to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading;

         (d) use reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of a registration statement at the earliest
     practicable moment;

         (e) if reasonably requested by the managing underwriters or a selling
     Stockholder, promptly incorporate in a prospectus supplement or
     post-effective amendment such information as the managing underwriters or a
     selling Stockholder agree should be included therein, subject to the last
     sentence of Section 4.05(a); and promptly make all required filings of such
     prospectus supplement or post-effective amendment as soon as notified of
     the matters to be incorporated in such prospectus supplement or
     post-effective amendment;

         (f) prior to any public offering of shares of Common Stock, register or
     qualify or cooperate with the selling Stockholders, the managing
     underwriters, if any, and their respective counsel in connection with the
     registration or qualification of such shares for offer and sale under the
     securities or "blue sky" laws of such jurisdictions within the United
     States as any seller or underwriter reasonably requests in writing and do
     any and all other acts or things reasonably necessary or advisable to
     enable the disposition in such jurisdictions of the shares of Common Stock
     covered by the applicable registration statement; provided, that the
     Company will not be required to qualify generally to do business in any
     jurisdiction where it would not otherwise be required to be so qualified or
     to take any action which would subject itself to taxation (other than a
     nominal amount) in any such jurisdiction or to general service of process
     in any jurisdiction where it is not then so subject;



                                       19
<PAGE>

         (g) cooperate with the selling Stockholders and the managing
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing shares of Common Stock to be sold and not bearing
     any restrictive legends; and enable such shares to be in such denominations
     and registered in such names as the managing underwriters may request at
     least two business days prior to any sale of shares to the underwriters;

         (h) use its best efforts to cause the shares of Common Stock covered by
     the applicable registration statement to be listed or registered with or
     approved by any securities exchange or quotation system on which the shares
     of Common Stock are then listed and by such governmental agencies or
     authorities within the United States as may be reasonably necessary to
     enable the seller or sellers thereof or the underwriters, if any, to
     consummate the disposition of such shares;

         (i) if any fact contemplated by Section 4.05(c)(v) shall exist, prepare
     a supplement of post-effective amendment to the applicable registration
     statement or the related prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of the shares of Common Stock being sold
     thereunder, such prospectus will not contain any untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading;

         (j) provide a CUSIP number for all shares of Common Stock, no later
     than the effective date of the applicable registration statement;

         (k) enter into such agreements (including an underwriting agreement)
     and take all such other actions in connection therewith in order to
     expedite or facilitate the disposition of such shares of Common Stock and,
     whether or not an underwriting agreement is entered into and whether or not
     the registration is an underwritten registration: (i) make such
     representations and warranties to the holders of such shares and the
     underwriters, if any, in form, substance and scope as are customarily made
     by issuers to underwriters in primary underwritten offerings; (ii) obtain
     opinions of counsel to the Company (including counsel which may be an
     employee of the Company) and updates thereof which counsel and opinions (in
     form, scope and substance) shall be reasonably satisfactory to the managing
     underwriters, if any, covering the matters customarily covered in opinions
     requested by such holders and underwriters; (iii) obtain "cold comfort"
     letters and updates thereof from the Company's independent certified public
     accountants, addressed to the selling Stockholders and the underwriters, if
     any, such letters to be in customary form and covering matters of the type
     customarily covered in "cold comforts" letters to underwriters in
     connection with primary underwritten offerings; (iv) if any underwriting
     agreement is entered into, the same shall set forth in full the
     indemnification provisions and procedures of



                                       20
<PAGE>

     Section 4.06 with respect to all parties to be indemnified pursuant to such
     Section 4.06; and (v) deliver such documents and certificates as may be
     reasonably requested by the holders of the shares of Common Stock being
     sold and the managing underwriters, if any, to evidence compliance with
     clause (i) hereof and with any customary conditions contained in the
     underwriting agreement or other agreement entered into by the Company. The
     above shall be done at each closing under such underwriting or similar
     agreement or as and to the extent otherwise reasonably required thereunder;

         (l) make available for inspection during normal business hours by a
     representative of each Stockholder, any underwriter participating in any
     disposition pursuant to a registration statement and any attorney or
     accountants retained by such selling Stockholders or underwriter, all
     financial and other records, pertinent corporate documents and properties
     of the Company, and cause the Company's officers, directors and employees
     to supply all information reasonably requested by such representative,
     underwriter, attorney or accountant in connection with such registration
     statement; PROVIDED, that such Stockholders, underwriters, attorneys or
     accountants execute prior thereto an agreement with the Company that all
     such records, information or documents shall be kept confidential by such
     persons unless (i) disclosure of such records, information or documents is
     required by court or administrative order, or (ii) such records,
     information or documents are or become (but only when they become)
     generally available to the public other than as a result of disclosure in
     violation of this clause (l); and

         (m) otherwise use its best efforts to comply with all applicable rules
     and regulations of the SEC, and make generally available to the
     Stockholders earnings statements satisfying the provisions of Section 11(a)
     of the Securities Act no later than 45 days after the end of any 12-month
     period (or 90 days, if such period is a fiscal year) (i) commencing at the
     end of any fiscal quarter in which shares of Common Stock are sold to
     underwriters in an underwritten offering, or (ii) if not sold to
     underwriters in such an offering beginning with the first month of the
     Company's first fiscal quarter commencing after the effective date of the
     registration statement.

         The Company may require each Stockholder who is a party hereto as to
which any registration is being effected to furnish to the Company such
information and undertakings as it may reasonably request regarding such
Stockholder and the distribution of the shares of Common Stock as the Company
may from time to time reasonably request in writing.

         Each Stockholder who is a party hereto agrees (i) that upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 4.05(c)(v) such Stockholder will forthwith discontinue such
Stockholder's disposition of



                                       21
<PAGE>

shares of the Common Stock pursuant to the registration statement relating to
such shares until such Stockholder's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 4.05(i) and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies then
in such Stockholder's possession of the prospectus relating to such shares
current at the time of receipt of such notice and (ii) that such Stockholder
will immediately notify the Company, at any time when a prospectus relating to
the registration of such shares is required to be delivered under the Securities
Act, of the happening of any event as a result of which information previously
furnished by such holder to the Company in writing for inclusion in such
prospectus contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

         4.06 INDEMNIFICATION AND CONTRIBUTION.

         (a) INDEMNIFICATION.

         (i) In the event of any registration (other than a registration in
which shares of Common Stock are to be distributed through a firm of
underwriters to the public) under the Securities Act of any shares of Common
Stock pursuant to this Article IV, the Company hereby agrees to indemnify and
hold harmless each Stockholder offering or selling such shares, and their
respective officers, directors, stockholders and affiliates, in connection with
such offer or sale against such losses, claims, damages, liabilities, costs or
expenses (including reimbursement for reasonable legal and other expenses) to
which any such person may become subject under the Securities Act or otherwise
insofar as such losses, claims, damages, liabilities, costs or expenses arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such shares
were registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any application or other filing under any "blue sky" or
state securities law, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, provided, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof), cost or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement, or application or other filing, in reliance
upon and in conformity with written information furnished to the Company through
an instrument duly executed by such selling Stockholder.

         (ii) In the event of any registration under the Securities Act of any
shares of Common Stock pursuant to this Article IV (other than a registration in
which



                                       22
<PAGE>

shares of Common Stock are to be distributed through a firm of underwriters to
the public), each Stockholder whose shares are included in such registration
hereby agrees to indemnify and hold harmless, but only for an aggregate amount,
with respect to such Stockholder, not in excess of the net proceeds realized by
such Stockholder from the sale of its shares of Common Stock registered pursuant
to such registration statement, both the Company and its officers, directors,
stockholders and affiliates, and any other Stockholder participating in such
registration, and their respective officers, directors, stockholders and
affiliates, in connection with such offer or sale against such losses, claims,
damages, liabilities, costs or expenses (including reimbursement for reasonable
legal and other expenses) to which any such person may become subject under the
Securities Act or otherwise insofar as such losses, claims, damages,
liabilities, costs or expenses arise out of or are based solely upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such shares were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
application or other filing under any "blue sky" or state securities law, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, to the extent that
such untrue statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement, or application or other filing, is
contained in any written information furnished to the Company through an
instrument duly executed by such holder.

         (b) CONTRIBUTION.

         (i) If the indemnification provided for in Section 4.06(a) is
unavailable to persons to be indemnified pursuant thereto in respect of any
losses, claims, damages, liabilities, costs or expenses referred to therein,
then the Company, in lieu of indemnifying such person shall contribute to the
amount paid or payable by such person as a result of such losses, claims,
damages, liabilities, costs or expenses, in such proportion as is appropriate to
reflect the relative fault of the Company and such persons in connection with
the actions which resulted in such losses, claims, damages, liabilities, costs
or expenses, as well as any other relevant equitable considerations. The
relative fault of the Company and such persons shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
the Company or such persons, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities, costs and expenses referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.



                                       23
<PAGE>

         (ii) The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 4.06(b) were determined by PRO RATA
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 4.06(b), an indemnified person
shall not be required to contribute any amounts in excess of the amount by which
the total price at which the shares of Common Stock were sold by such
indemnified person and distributed to the public exceeds the amount of any
damages which such indemnified person has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission and PROVIDED, HOWEVER, that a Stockholder's aggregate liability shall
be limited to the net proceeds received by such Stockholder in such offering. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         (iii) If indemnification is available under this Section 4.06, the
Company shall indemnify each indemnified party to the full extent provided
herein without regard to the relative fault of the Company or the indemnified
party or any other equitable consideration provided for in this Section 4.06(b).

         (c) UNDERWRITTEN OFFERINGS. In the event of a registration in which
shares of Common Stock are to be distributed through a firm of underwriters to
the public, the Company will use its reasonable efforts to include in any
underwriting agreement executed in connection therewith the provisions contained
in clauses (a) and (b) of this Section 4.06 and will agree to provide customary
indemnification and contribution provisions in favor of the underwriters of such
registered offering. In the event that any provisions of an indemnification
clause in an underwriting agreement executed by or on behalf of a holder differs
from a provision in this Article IV, such provision in the underwriting
agreement shall determine such holder's rights in respect thereof. Each
Stockholder participating in a registered offering shall negotiate in good faith
with the underwriters for such registered offering to provide customary
indemnification and contribution provisions relating to such Stockholder in
favor of such underwriters in connection therewith. The Company shall not, and
shall not be deemed, to have breached its obligations under this Article IV if a
Stockholder does not participate in a registered offering due to the failure of
such Stockholder to reach an agreement with respect to such indemnification and
contribution provisions with the underwriters for such registered offering.

         4.07 OTHER REGISTRATION RIGHTS. The Company will not grant any person
or entity any demand or piggyback registration rights with respect to any Equity
Securities other than (a) Permitted Registration Rights that would not be
inconsistent with the terms of this Article 4; (b) piggyback registration rights
("NEW PIGGYBACK RIGHTS") and (c) demand registration rights providing for
priority inclusion of shares of Common Stock owned by the holders of such rights
("NEW DEMAND RIGHTS"), PROVIDED, HOWEVER,



                                       24
<PAGE>

that such New Piggyback Rights and New Demand Rights shall be subordinated to
the Piggyback Registration rights herein or the Demand Registration Rights, as
the case may be, unless (i) each Stockholder whose Piggyback Registration rights
herein or Demand Registration Rights, as the case may be, would be subordinated
to or PARI PASSU with such New Piggyback Rights or New Demand Rights, as the
case may be, shall consent thereto, or (ii) such New Piggyback Rights or New
Demand Rights, as the case may be, are given in connection with financing
provided to the Company and the Board of Directors of the Company shall decide
that the senior or PARI PASSU priority of the New Piggyback Rights or New Demand
Rights, as the case may be, is in the best interests of the Company. To the
extent that the Company grants to any person or entity registration rights with
respect to any securities of the Company having provisions more favorable to the
holders thereof than the provisions contained in this Agreement, the Company
will confer comparable rights upon the Stockholders under this Agreement, but
only while any Stockholder has the benefit of Section 4.01 or 4.02.

                                   ARTICLE V
                      CERTAIN REPRESENTATIONS AND COVENANTS

         5.01 STOCKHOLDER REPRESENTATION.

         (a) Each Stockholder represents and warrants as to itself that as of
the date hereof such Stockholder is not a party to any other agreement with
respect to the holding, voting, acquisition or disposition of shares of Equity
Securities, other than the Investment Agreement, the Letter Agreement, the
Option Agreement and the Restricted Stock Agreement.

         (b) Each Stockholder represents and warrants as to itself that as of
the date hereof such Stockholder has no plan or intention to sell, transfer or
otherwise dispose of any of its Equity Securities.

         5.02 COMPANY REPRESENTATION. The Company represents and warrants as of
the date hereof that (a) it is not a party to any other agreement with respect
to the holding, voting, acquisition or disposition of Equity Securities except
as previously disclosed to the Stockholders, and (b) it has not granted to any
other Person any other registration rights with respect to capital stock of the
Company, and no holder of any capital stock of the Company shall have as of the
date hereof any right to require registration of any capital stock of the
Company under the Securities Act or to include any security in any registration
statement filed by the Company under the Securities Act except pursuant hereto.

         5.03 LEGEND ON CERTIFICATES. The following statement shall be inscribed
on all certificates representing Equity Securities or any certificates received
with respect thereto so long as this Agreement is in effect with respect to the
Equity Securities represented by such certificates:



                                       25
<PAGE>

     "The securities evidenced by this certificate are transferable only upon
     compliance with the applicable provisions of that certain Amended and
     Restated Stockholders Agreement, dated as of October 25, 2000, and any
     amendments thereto, by and among D and W Holdings, Inc. (the "Company") and
     the persons named therein, a copy of which is on file at the principal
     office of the Company, and any sale, transfer or other disposition of this
     certificate in violation of said agreement shall be invalid.

         The securities evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or applicable state
securities laws. These securities have been acquired for investment and not with
a view to distribution or resale. No sale, transfer or other disposition of the
securities may be made except in compliance with the requirements of the Act and
such state securities laws and until the Company is furnished with an opinion of
counsel reasonably satisfactory in form and substance to the Company to that
effect."

         5.04 ACTIONS REQUIRING CONSENT OF GEIPPPII.

         (a) As long as GEIPPPII, or any Permitted Transferee of GEIPPPII, shall
hold any shares of Common Stock (provided that clause (xxiv) below shall apply
only if GEIPPPII and its Permitted Transferees hold, in the aggregate, at least
20% of the outstanding shares of Common Stock on a fully diluted basis), the
Company shall not, and shall not permit any direct or indirect subsidiary
thereof or joint venture to which the Company or any subsidiary is a party to
undertake the following actions without the prior written consent of GEIPPPII
(or in the event GEIPPPII ceases to hold any shares of Common Stock, without the
prior written consent of any Permitted Transferee holding not less than 50% of
the number of shares of Common Stock set forth opposite GEIPPPII's name on
Schedule I hereto):

         (i) create any committee of its Board of Directors, or change the size
     or agreed composition of its Board of Directors;

         (ii) declare or pay dividends or make other distributions;

         (iii) form any direct or indirect subsidiaries or a joint venture in
     which the Company or one of its subsidiaries is a party;

         (iv) open any additional locations to conduct business other than
     locations that consist solely of sales offices;

         (v) engage in any new line of business;

         (vi) modify its certificate of incorporation, by-laws or other
     organizational documents in any respect;



                                       26
<PAGE>

         (vii) enter into, or waive or modify any provision of, (A) any
     stockholders agreement, registration rights agreement, management agreement
     or investment banking agreement or (B) any executive employment agreement,
     in each case, in any material respect;

         (viii) redeem or repurchase any shares of any class of capital stock or
     security of the Company, or repurchase or repay any indebtedness prior to
     its stated maturity;

         (ix) hypothecate, mortgage, pledge, charge or encumber any assets
     having a value in the aggregate in excess of $2,000,000 per annum;

         (x) borrow or lend aggregate amounts in excess of $2,000,000 or lesser
     amounts if outside the ordinary course of business;

         (xi) modify or restructure in any material respect the terms of any
     indebtedness for borrowed money subject to item (x) above;

         (xii) declare bankruptcy, dissolve, voluntarily liquidate or
     voluntarily wind-up;

         (xiii) enter into any contract or agreement outside the ordinary course
     of business which involves aggregate consideration in excess of $2,000,000
     per annum;

         (xiv) acquire or dispose of any assets in a single transaction or
     series of related transactions for aggregate consideration in excess of
     $2,000,000 per annum;

         (xv) terminate or retain accountants, or amend or modify its accounting
     practices in any material respect;

         (xvi) effect any merger, amalgamation, corporate reorganization or
     business combination;

         (xvii) authorize, create, allot, reserve or issue additional shares of
     any class of securities other than in respect of Permitted Common Stock
     Rights and securities issued upon the exercise of rights previously
     approved in accordance with this clause (xvii);

         (xviii) register or offer securities for public sale;



                                       27
<PAGE>

         (xix) select an exchange on which any securities shall be listed or
     list securities on any exchange;

         (xx) assume, guaranty, endorse or otherwise become liable upon the
     obligation of any Stockholder or any of their respective Affiliates (other
     than a subsidiary of the Company);

         (xxi) purchase or acquire, except in the ordinary course of business,
     any property or assets or obligations or stock of or interest in, make any
     capital contribution to, or otherwise invest directly or indirectly in, or,
     except for expenses of directors of the Company incurred in connection with
     any meeting of the Board of Directors of the Company, make loans or
     advances to, any Stockholders or any of their respective Affiliates (other
     than a subsidiary of the Company);

         (xxii) pay or incur any obligation for the payment of salaries, fees or
     other remuneration, or change the rate of compensation or other
     remuneration, or pay any debts claimed to be owing, directly or indirectly,
     to any Stockholder or director of the Company or any of its subsidiaries or
     to any firm or corporation in which they have an interest other than (A)
     the payment to Ardshiel or its Affiliates of closing fees in connection
     with the Permitted Transactions, (B) the payment to Ardshiel or its
     Affiliates of fees and expenses under the Investment Agreement and under
     the Management Agreement; (C) any employment, management or consulting
     arrangements made with management of the Company or directors of the
     Company; (D) Permitted Common Stock Rights; and (E) customary fees and
     expenses of the directors of the Company or any subsidiary paid in
     connection with any meeting of the Board of Directors of the Company or
     such subsidiary;

         (xxiii) enter into any transaction with any Stockholder or any of their
     respective Affiliates unless such transaction is on terms no less favorable
     to the Company than can be obtained from an unaffiliated third party other
     than the payment to Ardshiel of its investment banking fee and management
     fees under the Investment Agreement and the Management Agreement; or

         (xxiv) adopt any shareholder rights plan (i.e., a so-called "poison
     pill") in respect of the capital stock of the Company or any of its
     subsidiaries.

         (b) Notwithstanding any other provision of this Agreement, the prior
written consent of GEIPPPII shall not be required prior to the taking of the
actions specified in Section 5.03(a)(ix),(x),(xi) or (xiii) if such actions are
required in order to comply with an obligation of the Company or any direct or
indirect subsidiary thereof or joint venture to which the Company or any
subsidiary is a party which (i) pertains to the environment, health or safety
and (ii) is imposed by a foreign, federal, state, local or



                                       28
<PAGE>

municipal law, statute, rule or regulation or pursuant to a judgment, directive,
decree, order or permit of, or binding agreement with, any foreign, federal,
state, local or municipal governmental authority.

         (c) The rights granted pursuant to this Section 5.04 shall expire and
be of no further force and effect on and after the Expiration Date.

         5.05 COVENANTS BY GEIPPPII. GEIPPPII agrees that it will not, in its
capacity as a stockholder of the Company, vote in favor of any amendment to the
Certificate of Incorporation or the By-laws of the Company or any of its
subsidiaries if such amendment would conflict with, or be inconsistent with, the
terms of this Agreement (including, without limitation, any amendment which
would increase the number of, or otherwise modify the terms of, actions
requiring the consent of GEIPPPII).

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.01 INJUNCTIVE RELIEF. The parties acknowledge that it will be
impossible to measure in money the damages that would be suffered if the parties
fail to comply with certain of the obligations imposed on them by this
Agreement, including, without limitation, those obligations set forth in Article
II, III, IV and V, and that in the event of any such failure, an aggrieved
Person will be irreparably damaged and will not have an adequate remedy at law.
Any such Person shall, therefore, be entitled to injunctive relief and/or
specific performance to enforce such obligations, and if any action is brought
in equity to enforce any of such provisions of this Agreement, none of the
parties hereto shall raise the defense that there is an adequate remedy at law.

         6.02 FURTHER ASSURANCES. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement.

         6.03 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of New York without regard to principles
of conflict of laws. The parties agree to submit to the personal and exclusive
jurisdiction of the state and federal courts serving New York, New York with
respect to the enforcement or interpretation of this Agreement or the parties'
obligations hereunder. Each party hereto irrevocably waives, to the full extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum. Nothing in this Section 6.03 shall affect the right of any party hereto
to serve legal process in any manner permitted by law.



                                       29
<PAGE>

         6.04 ENTIRE AGREEMENT; AMENDMENT; WAIVER.

         (a) This Agreement, together with the Investment Agreement, the Letter
Agreement and the Option Agreement, constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, supersedes all prior
and contemporaneous agreements and understandings, if any, of the parties with
respect thereto, may not be amended or supplemented except by an instrument or
counterparts thereof in writing signed by a duly authorized representative of
(a) the Company, (b) the holders of at least 50% of the shares of Common Stock
then outstanding and (c) so long as the Investment Agreement has not been
terminated pursuant to Section 6.14(b) thereof (other than as a result of the
occurrence of a Key Man Event (as defined in such Section 6.14(b) thereof)),
Ardshiel and Ardwing and, in any such case, may not be discharged except by such
written instrument or by performance. Notwithstanding the foregoing, clause
(iii) of Section 2.01, Section 3.02, Section 3.05 and Section 4.01, as they
relate to Ellison, may not be amended or supplemented without the prior written
consent of Ellison, such consent of Ellison not to be unreasonably withheld.

         (b) In the event of any conflict between the provisions of this
Agreement and the Investment Agreement, the provisions of this Agreement shall
control. No waiver of any term or provision of this Agreement shall be effective
unless in writing signed by the party to be charged and such waiver shall not be
effective as to any other provision of this Agreement.

         6.05 BINDING EFFECT. This Agreement shall be binding on and inure to
the benefit of the parties hereto and, subject to the terms and provisions
hereof, their respective, heirs, administrators, executors, legal
representatives, successors and permitted assigns.

         6.06 INVALIDITY OF PROVISION. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction.

         6.07 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall be deemed one and the same
instrument.

         6.08 NOTICES. All notices and other communications given or made
hereunder shall be in writing and, unless otherwise provided herein, shall be
deemed to have been given when received by the party to whom such notice is to
be given at its address set forth on the signature pages hereto, or such other
address for the party as shall be specified by notice given pursuant hereto.

         6.09 HEADINGS. The descriptive headings of the several sections of this
Agreement are inserted for convenience only and do not constitute part of this
Agreement.



                                       30
<PAGE>

         6.10 FAILURE TO DELIVER STOCK. In the event that a Stockholder having
become obligated to sell Equity Securities hereunder shall fail to deliver such
securities in accordance with the terms of this Agreement, the purchaser of such
securities may, at its option, in addition to all other remedies such purchaser
may have, send to the selling Stockholder by registered mail, return receipt
requested, the purchase price for such securities as is herein above specified
and notify the Company of such action. Following receipt of such notice, the
Company, upon written notice to the selling Stockholder, (i) shall cancel on its
books the certificate or certificates representing the shares of stock to be
sold, (ii) shall issue, in lieu thereof, a new certificate in the name of the
purchaser representing such securities and (iii) shall deliver such new
certificate or certificates to the purchaser, and thereupon all of the selling
Stockholder's rights in and to said securities shall terminate.

         6.11 PROXY. Hambro hereby appoints Ardshiel as its attorney-in-fact and
proxy to attend any and all meetings of the Stockholders, to vote all shares of
Common Stock owned by Hambro, to give or withhold a written consent in
connection with any consent solicitation, to take any action or exercise any
rights under this Agreement and to represent and otherwise to act for Hambro in
the same manner and with the same effect as if done by Hambro in connection with
the submission to the Stockholders of any matter, in each case, including,
without limitation, in connection with any decision to sell, transfer or
otherwise dispose of any Equity Securities and in effectuating any such sale,
transfer or disposition. This proxy shall be deemed to be coupled with an
interest and is irrevocable and shall remain in effect until the termination of
this Agreement in accordance with its terms. Hambro authorizes Ardshiel to
substitute any other person to act hereunder, to revoke any substitution and to
file this proxy and any substitution or revocation with the Secretary of the
Company. Hambro shall execute such instruments as Ardshiel may request in order
to evidence the granting of this proxy.

         6.12 PAYMENT OF FEES. The Stockholders acknowledge and agree that the
fees and expenses of GEIPPPII and the Ardshiel Stockholders, including without
limitation, legal fees and expenses incurred in connection with the Permitted
Transactions, may be paid by the Company.

         6.13 TERMINATION OF PRIOR STOCKHOLDER AGREEMENTS. Each Stockholder (a)
acknowledges that (i) each of (1) the Equityholders' Agreement, dated as of
October 25, 1996, of Wing Industries Holdings, Inc., and (2) the Investors
Agreement, dated January 9, 1998, of Door Holdings, Inc., to which it is a party
is terminated and of no further force and effect, and (ii) this Agreement amends
and restates the Stockholders Agreement, dated as of October 2, 1998, in its
entirety, and (b) agrees that it has no prior or future rights under any such
agreements.

         6.14 CONSENTS TO PERMITTED TRANSACTIONS. Each Stockholder hereby
consents to the Permitted Transactions.






                                       31
<PAGE>




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



                             D AND W HOLDINGS, INC.


                             By:
                                ------------------------------------
                                Name:
                                Title:

                             Notice Information:

                             D and W Holdings, Inc.
                             c/o Atrium Companies, Inc.
                             1341 W. Mockingbird Lane
                             Suite 1200W
                             Dallas, Texas 75247




STOCKHOLDERS:

ARDATRIUM L.L.C.


By:
   --------------------------------
   Name:
   Title:

Notice Information:

Ardatrium L.L.C.
c/o Ardshiel, Inc.
230 Park Avenue
Suite 2527
New York, New York 10169


<PAGE>

ARDDOOR L.L.C.


By:
   --------------------------------
   Name:
   Title:

Notice Information:

Arddoor L.L.C.
c/o Ardshiel, Inc.
230 Park Avenue
Suite 2527
New York, New York 10169




ARDSHIEL, INC.


By:
   --------------------------------
   Name:
   Title:

Notice Information:

Ardshiel, Inc.
230 Park Avenue
Suite 2527
New York, New York 10169



<PAGE>


ARDWING LLC


By:
   --------------------------------
   Name:
   Title:

Notice Information:

Ardwing L.L.C.
c/o Ardshiel, Inc.
230 Park Avenue
Suite 2527
New York, New York 10169




GE INVESTMENT PRIVATE PLACEMENT
  PARTNERS II, A LIMITED PARTNERSHIP

By:   GE ASSET MANAGEMENT INCORPORATED,
        its general partner


By:
   --------------------------------
   Name:
   Title:

Notice Information:

GE Investment Private Placement Partners II
c/o GE Asset Management Incorporated
3003 Summer Street
Stamford, Connecticut 06904


<PAGE>



J O HAMBRO CAPITAL MANAGEMENT
   LIMITED - ISLE OF MAN ACCOUNT 2

By: J O HAMBRO CAPITAL MANAGEMENT LIMITED


By:
   --------------------------------
   Name:
   Title:

Notice Information:

J O Hambro Capital Management Limited - Isle of Man Account 2
c/o J O Hambro Capital Management Limited
10 Park Place
London SWIA 11P




NORTH ATLANTIC SMALLER COMPANIES
  INVESTMENT TRUST


By:
   --------------------------------
   Name:
   Title:

Notice Information:

North Atlantic Smaller Companies Investment Trust
J O Hambro Capital Management Limited
10 Park Place
London SWIA 11P









<PAGE>




WING PARTNERS, L.P.

By:  ARDWING LLC, its general partner


By:
   --------------------------------
   Name:
   Title:

Notice Information:

Wing Partners, L.P.
c/o Ardshiel, Inc.
230 Park Avenue
Suite 2527
New York, New York 10169




THE ELLISON COMPANY, INC.


By:
   --------------------------------
   Name:
   Title:

Notice Information:

The Ellison Company, Inc.
706 Green Valley Road
Suite 406
Greensboro, North Carolina  27408




<PAGE>



ATRIUM CO-CAPITAL PARTNERS LLC


By:
   --------------------------------
   Name:
   Title:

Notice Information:
Atrium Co-Capital Partners LLC
c/o Ardshiel, Inc.
230 Park Avenue
Suite 2527
New York, New York 10169

<PAGE>



                                    SCHEDULES



Schedule  I  -        Ownership of Securities

Schedule II  -        Certain Agreements

<PAGE>




                                                                      SCHEDULE I



                             OWNERSHIP OF SECURITIES




<TABLE>
<CAPTION>
                                                                       Number of Shares
                                                                     Underlying Warrants
                                                                        and/or Options
                                             Number of Shares of          to Purchase
                                                 Common Stock           Common Stock of
Name of Stockholder                             of the Company           the Company
-------------------                          -------------------     -------------------
<S>                                         <C>                        <C>
Ardatrium L.L.C.                              736,912 shares

Arddoor L.L.C.                                146,962 shares

Ardshiel, Inc.                                769,412 shares           1,040,748 shares

Ardwing LLC                                    51,364 shares

GE Investment Private Placement             131,809,391 shares
Partners II,  a Limited Partnership

Bank of Scotland - Isle of Man                118,755 shares
Account 2

North Atlantic Smaller Companies              673,189 shares
  Investment Trust

Wing Partners, L.P.                         1,120,525 shares

The Ellison Company, Inc.                   17,137,513 shares

Atrium Co-Capital Partners LLC               3,846,154 shares
</TABLE>





<PAGE>


                                                                     SCHEDULE II


                               CERTAIN AGREEMENTS


Investment Agreement, dated as of June 24, 1997, by and between GE Asset
Management Incorporated and Ardshiel, Inc., as amended, amended and restated or
otherwise modified in accordance with its terms

Amended and Restated Management Agreement, dated as of May 17, 1999, by and
between Ardshiel, Inc. and D and W Holdings, Inc. as amended, amended and
restated or otherwise modified in accordance with its terms

Amendment to Certificate of Incorporation of Door to increase capital stock

Employment Agreement by and among D and W Holdings, Inc., Jeff L. Hull and
Atrium Companies, Inc., dated October 1, 1999

Employment Agreement by and among D and W Holdings, Inc., Ken Gilmer and Wing
Industries, Inc., dated October 2, 1998

Employment Agreement, dated as of March 28, 2000, by and between D and W
Holdings, Inc. and Frank Sheeder

Buy-Sell Agreements, by and between D and W Holdings, Inc. and each of with
Cliff Darby, Jimmy Darby, James McDonald, John F. Darby, Jr., Robert Tyree,
Stuart Sockwell, Ken Gilmer, Bob Pischke, Greg Yates, Jim Wright, Ed Beachley,
Jamey Renfrow, Mike Driscoll, Bob Wolf, Hershal Hicks, Fred Bengston, Mike
Easterly, Bob Deakin, Scott McGill, Pete Ziegler, Al Ashe, Jim McGlinn, Tom
LaManna, Rich Kettle, John Craine, Frank Sheeder, Michael H. Cornwell, C.
Douglas Cross and Dennis K. Barnes

Indemnification Agreements, dated as of August 31, 2000, by and among, D and W
Holdings, Inc., the Companies listed on Schedule A thereto, and each of Daniel
T. Morley, James G. Turner, Roger Knight, Sam A. Wing, Jr., Jeff L. Hull, Nimrod
Natan, Andreas Hildebrand, John Deterding, Frank Sheeder, Robert E. Burns, and
Louis W. Simi, Jr.

D and W Holdings, Inc. 1998 Stock Option Plan

D and W Holdings, Inc. Option Agreements in exchange for existing WIH or Door
options with Ken Gilmer, Bob Pischke, Cliff Darby, Robert Tyree, Stuart
Sockwell, Jimmy McDonald, John Darby, Jimmy Darby


<PAGE>

D and W Holdings, Inc. Options with Ken Gilmer, Bob Pischke, Cliff Darby,
Gregory E. Yates, Donald Ray Daly, Sr., Goodloe Pride, III, Charles R.
Westmorland, III, Danny Douthit, Patricia Murphy, J. Calvin Stanford, Jeff L.
Hull, Eric W. Long, Jill Klamm Anderson, Luis W. Simi, Jr., James Wright, George
Frost, Edwin P. Beachley, Jamey Rentfrow, Michael T. Driscoll, William Earl
Robinson, Jr., Horace Hicks, Bob Wolf, Hershal Hicks, Fred Bengston, Michael
Easterly, Robert Deakin, Martin A. Cook, Scott McGill, Peter J. Ziegler, Al
Ashe, James F. McGlinn, Tom LaManna, Richard Kettle, Dow Pointer, John M.
Craine, David Rascoe, Todd Rascoe, Brian Warren, Gary Petitclerc, Evan Kaffenes,
Duane Petitclerc, Harold Krane, Jay Deems, Art Poland, Matt Druten, Richard
Hatley, Steve Ingram, Larry Bresson, John Mulz, Jeanne Johnson, Robert Smith,
Tom Andres, Hart Zaun, Siri Strom, Carl Neuman, Michael Lane, Steve Malis, Gene
Robbins, Billie Webb, Kent Davis, Frank Lang, Milt Law, Charlie Morello, David
Santillo, Tony Scrima, Bruce Kopko, Sean Tucker, Gary Weber, Mark Basinger,
Robert Burns, Phil Cocks, Don Sloane, Dave Hilliard, Loren Sloane, Steve Dobler,
Frank Sheeder, Kent Davis, Jay Deems, Matt Druten, Richard Hatley, Steve Ingram,
Michael Lane, Steve Malis, Carl Neuman, Art Poland, Bill van Rabenfwaay, Richard
Rock, Gene Robbins, Kevin Schumacher, William Webb, David Wharton

D and W Holdings, Inc. Replacement Stock Option Plan

D and W Holdings, Inc. Replacement Options with Ken Gilmer, Bob Pischke, Jeff L.
Hull, Eric W. Long, Jill Klamm Anderson, Luis W. Simi, Jr., James Wright, George
Frost, Edwin P. Beachley, Jamey Rentfrow, William Earl Robinson, Horace Hicks,
Fred G. Bengston, Michael Easterly, Robert Deakin, Scott McGill, Peter J.
Ziegler, Al Ashe, James F. McGlinn, Tom LaManna, Richard Kettle, Dow Pointer,
John M. Craine, David Rascoe, Todd Rascoe, Brian Warren, Gary Petitclerc, Evan
Kaffenes

Intercompany Note made by Atrium Corporation in favor of Atrium Companies, Inc.

Amended and Restated Stock Pledge and Security Agreements with respect to each
of the Amended and Restated Purchase Notes for each of Ken Gilmer and Robert
Pischke

Amended and Restated Purchase Note with respect to Ken Gilmer

Amended and Restated Purchase Note with respect to Robert Pischke

Contribution and Subscription Agreement, dated as of October 2, 1998, by and
among Door Holdings, Inc., GE Investment Private Placement Partners II, a
Limited Partnership and Arddoor L.L.C.

Contribution and Subscription Agreement, dated as of October 2, 1998, by and
among Wing Industries Holdings, Inc., D and W Holdings, Inc., GE Investment
Private Placement Partners II, a Limited Partnership, Ardshiel, Inc.
and Ardwing LLC



2
<PAGE>

Agreement of contribution of $50 million by D and W Holdings, Inc. to D and W
Acquisition Corp., dated as of October 2, 1998

Agreement of contribution of Wing and Door Common Stock by Wing and Door
stockholders to D and W Holdings, Inc., dated as of October 2, 1998

Agreement of contribution of Wing and Door Common Stock by D and W Holdings,
Inc. to Atrium Corporation, dated as of October 2, 1998

Agreement of contribution of Wing and Door Common Stock by Atrium Corporation to
Atrium Companies, Inc., dated as of October 2, 1998

Option Agreement, dated as of October 2, 1998, by and among GE Investment
Private Placement Partners II, a Limited Partnership, Ardshiel, Inc., Ardwing
LLC, Arddoor L.L.C. and Ardatrium L.L.C.

Warrant to purchase 1,040,748 shares of common stock of D and W Holdings, Inc.
issued to Ardshiel, Inc.

Amended and Restated Restricted Stock Agreement

Certificate of Amendment to Certificate of Incorporation of D and W Holdings,
Inc., dated as of August 1, 2000

Amended and Restated Certificate of Incorporation of D and W Holdings, Inc.,
dated as of October 25, 2000

Purchase Agreement, dated as of March 29, 2000, by and between D and W Holdings,
Inc. and The Ellison Company, Inc.

Amended and Restated Purchase Agreement, dated as of July 28, 2000, by and
between D and W Holdings, Inc. and The Ellison Company, Inc.

Second Amended and Restated Purchase Agreement, dated as of October 25, 2000, by
and among Atrium Companies, Inc., D and W Holdings, Inc. and The Ellison
Company, Inc.

Side Letter, dated as of August 31, 2000, by and between D and W Holdings, Inc.
and The Ellison Company, Inc.

Side Letter, dated as of September 29, 2000, by and between D and W Holdings,
Inc. and The Ellison Company, Inc.



3
<PAGE>

Certificate of Merger of Atrium Corporation into D and W Holdings, Inc.

Agreement and Plan of Merger, dated as of October 25, 2000, by and between D and
W Holdings, Inc. and Atrium Corporation

Contribution Agreement, dated as of October 25, 2000, by and between D and W
Holdings, Inc. and Atrium Corporation

Contribution Agreement, dated as of October 25, 2000, by and between Atrium
Corporation and Atrium Companies, Inc.

Registration Rights and Stockholders Agreement, dated as of October 25, 2000, by
and among D and W Holdings, Inc. and the Purchasers named therein

Exchange and Registration Rights Agreement, by and among D and W Holdings, Inc.
and the Purchasers named therein

Restricted Stock Agreement, by and between D and W Holdings, Inc. and Ardshiel,
Inc.




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