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                                                                   Exhibit 10.54


                            INDEMNIFICATION AGREEMENT


         This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into as of this 31st day of August, 2000, by and between D and W Holdings, Inc.,
a Delaware corporation (including any successors thereto, the "Company"), and
Nimrod Natan ("Indemnitee").

                                    RECITALS:

         A. Competent and experienced persons are reluctant to serve or to
continue to serve corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or
indemnification (or both) against claims and actions against them arising out of
their service to and activities on behalf of those corporations.

         B. The current uncertainties relating to the availability of adequate
insurance for directors and officers have increased the difficulty for
corporations to attract and retain competent and experienced persons.

         C. The Board of Directors of the Company (the "Board") has determined
that the continuation of present trends in litigation will make it more
difficult to attract and retain competent and experienced persons, that this
situation is detrimental to the best interests of the Company's stockholders,
and that the Company should act to assure its directors and officers that there
will be increased certainty of adequate protection in the future.

         D. It is reasonable, prudent and necessary for the Company to obligate
itself contractually to indemnify its directors and officers to the fullest
extent permitted by applicable law in order to induce them to serve or continue
to serve the Company.

         E. Indemnitee is willing to serve and continue to serve the Company on
the condition that he be indemnified to the fullest extent permitted by law.

         F. Concurrently with the execution of this Agreement, Indemnitee is
agreeing to serve or to continue to serve as a director or officer of the
Company.

                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing premises,
Indemnitee's agreement to serve or continue to serve as a director or officer of
the Company, and the covenants contained in this Agreement, the Company and
Indemnitee hereby covenant and agree as follows:



<PAGE>




         1. Certain Definitions:

            For purposes of this Agreement:

            a.  Affiliate: shall mean any Person that directly, or indirectly,
                through one or more intermediaries, controls, is controlled by,
                or is under common control with the Person specified.

            b.  Change of Control: shall mean the occurrence of any of the
                following events:

                (i)   The acquisition after the date of this Agreement by any
                      individual, entity, or group (within the meaning of
                      Section 13(d)(3) or 14(d)(2) of the Securities Exchange
                      Act of 1934, as amended (the "Exchange Act")) (a "Person")
                      of beneficial ownership (within the meaning of Rule 13d-3
                      promulgated under the Exchange Act) of 50% or more of
                      either (x) the then outstanding shares of common stock of
                      the Company (the "Outstanding Company Common Stock") or
                      (y) the combined voting power of the then outstanding
                      voting securities of the Company entitled to vote
                      generally in the election of directors (the "Outstanding
                      Company Voting Securities"); provided, however, that for
                      purposes of this paragraph (i), the following acquisitions
                      shall not constitute a Change of Control: (A) any
                      acquisition directly from the Company or any Subsidiary
                      thereof, (B) any acquisition by the Company or any
                      Subsidiary thereof, (C) any acquisition by any employee
                      benefit plan (or related trust) sponsored or maintained by
                      the Company or any Subsidiary of the Company, (D) any
                      acquisition by one or more members of the Investor Group,
                      or (E) any acquisition by any entity or its security
                      holders pursuant to a transaction which complies with
                      clauses (A), (B), and (C) of paragraph (iii) below; or

                (ii)  Individuals who, as of the date of this Agreement,
                      constitute the Board (the "Incumbent Board") cease for any
                      reason to constitute at least a majority of the Board;
                      provided, however, that any individual becoming a director
                      subsequent to the date of this Agreement (A) who is
                      appointed by a member of the Investor Group, or (B) whose
                      election, or nomination for election by the Company's
                      stockholders, was approved by a vote of at least a
                      majority of the directors then comprising the Incumbent
                      Board, shall be considered as though such individual were
                      a member of the Incumbent Board, but excluding, for this
                      purpose, any such



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                      individual whose initial assumption of office occurs as a
                      result of an actual or threatened election contest with
                      respect to the election or removal of directors or other
                      actual or threatened solicitation of proxies or consents
                      by or on behalf of a Person other than the Board; or

                (iii) Consummation of a reorganization, merger, or consolidation
                      or sale or other disposition of all or substantially all
                      of the assets of the Company or an acquisition of assets
                      of another entity (a "Business Combination"), other than a
                      Business Combination with one or more members of the
                      Investor Group, in each case, unless, immediately
                      following such Business Combination, (A) all or
                      substantially all of the individuals and entities who were
                      the beneficial owners, respectively, of the Outstanding
                      Company Common Stock and Outstanding Company Voting
                      Securities immediately prior to such Business Combination
                      beneficially own, directly or indirectly, more than 50%
                      of, respectively, the then outstanding shares of common
                      stock or other equity interests and the combined voting
                      power of the then outstanding voting securities entitled
                      to vote generally in the election of directors (or similar
                      governing body), as the case may be, of the entity
                      resulting from such Business Combination (including,
                      without limitation, an entity which as a result of such
                      transaction owns the Company or all or substantially all
                      of the Company's assets either directly or through one or
                      more Subsidiaries) in proportions not materially different
                      from their ownership, immediately prior to such Business
                      Combination, of the Outstanding Company Common Stock and
                      Outstanding Company Voting Securities, as the case may be,
                      (B) no Person (excluding any entity resulting from such
                      Business Combination or any employee benefit plan (or
                      related trust) of the Company or such entity resulting
                      from such Business Combination or any Subsidiary of either
                      of them) beneficially owns, directly or indirectly, 20% or
                      more of, respectively, the then outstanding shares of
                      common stock of the entity resulting from such Business
                      Combination or the combined voting power of the then
                      outstanding voting securities of such entity except to the
                      extent that such ownership existed prior to the Business
                      Combination, and (C) at least a majority of the members of
                      the board of directors (or similar governing body) of the
                      entity resulting from such Business Combination were
                      members of the Incumbent Board at the time of the
                      execution of the initial agreement, or of the action of
                      the Board, providing for such Business Combination; or



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                (iv)  Approval by the stockholders of the Company of a complete
                      liquidation or dissolution of the Company.

            c.  Claim: shall mean any threatened, pending, or completed action,
                suit or proceeding (including, without limitation, securities
                laws actions, suits and proceedings and also any cross claim or
                counterclaim in any action, suit or proceeding), whether civil,
                criminal, arbitral, administrative or investigative in nature,
                or any inquiry or investigation (including discovery), whether
                conducted by the Company or any other Person, that Indemnitee in
                good faith believes might lead to the institution of any action,
                suit or proceeding.

            d.  Expenses: shall mean all costs, expenses (including attorneys'
                and expert witnesses' fees), and obligations paid or incurred in
                connection with investigating, defending (including affirmative
                defenses and counterclaims), being a witness in, or
                participating in (including on appeal), or preparing to defend,
                be a witness in, or participate in, any Claim relating to any
                Indemnifiable Event.

            e.  Indemnifiable Event: shall mean any actual or alleged act,
                omission, statement, misstatement, event or occurrence related
                to the fact that Indemnitee is or was a director, officer, agent
                or fiduciary of the Company, or is or was serving at the request
                of the Company as a director, officer, trustee, agent or
                fiduciary of another corporation, partnership, joint venture,
                employee benefit plan, trust, or other enterprise, or by reason
                of any actual or alleged thing done or not done by Indemnitee in
                any such capacity. For purposes of this Agreement, the Company
                agrees that Indemnitee's service on behalf of or with respect to
                any Subsidiary or employee benefits plan of the Company or any
                Subsidiary of the Company shall be deemed to be at the request
                of the Company.

            f.  Indemnifiable Liabilities: shall mean all Expenses and all other
                liabilities, damages (including, without limitation, punitive,
                exemplary, and the multiplied portion of any damages),
                judgments, payments, fines, penalties, amounts paid by
                Indemnitee in settlement solely with the Company's consent (such
                consent not to be unreasonably withheld), and awards paid or
                incurred that arise out of, or in any way relate to, any
                Indemnifiable Event.

            g.  Investor Group: shall include Ardshiel, Inc., Ardatrium L.L.C.,
                Arddoor L.L.C., Ardwing L.LC.,Wing Partners L.L.C., GE
                Investment Private Placement Partners II, a Limited Partnership
                and each of their respective affiliates.



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<PAGE>

            h.  Potential Change of Control: shall be deemed to have occurred if
                (i) the Company enters into an agreement, the consummation of
                which would result in the occurrence of a Change of Control;
                (ii) any Person (including the Company) commences a tender offer
                that, if consummated, would constitute a Change of Control; or
                (iii) the Board adopts a resolution to the effect that, for
                purposes of this Agreement, a Potential Change of Control has
                occurred.

            i.  Reviewing Party: shall mean (i) a member or members of the Board
                who are not parties to the particular Claim for which Indemnitee
                is seeking indemnification or (ii) if a Change of Control has
                occurred and Indemnitee so requests, or if the members of the
                Board so elect, or if all of the members of the Board are
                parties to such Claim, Special Counsel.

            j.  Special Counsel: shall mean special, independent legal counsel
                selected by Indemnitee and approved by the Company (which
                approval shall not be unreasonably withheld), and who has not
                otherwise performed material services for the Company or for
                Indemnitee within the last three years (other than as Special
                Counsel under this Agreement or similar agreements).

            k.  Subsidiary: shall mean, with respect to any Person, any
                corporation or other entity of which a majority of the voting
                power of the voting equity securities or equity interest is
                owned, directly or indirectly, by that Person.

         2. Indemnification and Expense Advancement.

            a.  The Company shall indemnify Indemnitee and hold Indemnitee
                harmless to the fullest extent permitted by Section 145 of the
                Delaware General Corporation Law, as soon as practicable but in
                any event no later than 30 days after written demand is
                presented to the Company, from and against any and all
                Indemnifiable Liabilities. Notwithstanding the foregoing, the
                obligations of the Company under Section 2(a) shall be subject
                to the condition that the Reviewing Party shall not have
                determined (in a written opinion, in any case in which Special
                Counsel is involved) that Indemnitee is not permitted to be
                indemnified under applicable law. Nothing contained in this
                Agreement shall require any determination under this Section
                2(a) to be made by the Reviewing Party prior to the disposition
                or conclusion of the Claim against the Indemnitee.




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            b.  If so requested by Indemnitee, the Company shall advance to
                Indemnitee all reasonable Expenses incurred by Indemnitee to the
                fullest extent permitted by law (or, if applicable, reimburse
                Indemnitee for any and all reasonable Expenses incurred by
                Indemnitee and previously paid by Indemnitee) within ten
                business days after such request (an "Expense Advance"). The
                Company shall be obligated from time to time at the request of
                Indemnitee to make or pay an Expense Advance in advance of the
                final disposition or conclusion of any Claim. In connection with
                any request for an Expense Advance, if requested by the Company,
                Indemnitee or Indemnitee's counsel shall submit an affidavit
                stating that the Expenses to which the Expense Advances relate
                are reasonable. Any dispute as to the reasonableness of any
                Expense shall not delay an Expense Advance by the Company. If,
                when, and to the extent that the Reviewing Party determines that
                (i) Indemnitee would not be permitted to be indemnified with
                respect to a Claim under applicable law or (ii) the amount of
                the Expense Advance was not reasonable, the Company shall be
                entitled to be reimbursed by Indemnitee and Indemnitee hereby
                agrees to reimburse the Company without interest (which
                agreement shall be an unsecured obligation of Indemnitee) for
                (x) all related Expense Advances theretofore made or paid by the
                Company in the event that it is determined that indemnification
                would not be permitted or (y) the excessive portion of any
                Expense Advances in the event that it is determined that such
                Expenses Advances were unreasonable; provided, however, that if
                Indemnitee has commenced legal proceedings in a court of
                competent jurisdiction to secure a determination that Indemnitee
                could be indemnified under applicable law, or that the Expense
                Advances were reasonable, any determination made by the
                Reviewing Party that Indemnitee would not be permitted to be
                indemnified under applicable law or that the Expense Advances
                were unreasonable; shall not be binding, and the Company shall
                be obligated to continue to make Expense Advances, until a final
                judicial determination is made with respect thereto (as to which
                all rights of appeal therefrom have been exhausted or lapsed),
                which determination shall be conclusive and binding. If there
                has been a Change of Control, the Reviewing Party shall be
                Special Counsel, if Indemnitee so requests. If there has been no
                determination by the Reviewing Party or if the Reviewing Party
                determines that Indemnitee substantively is not permitted to be
                indemnified in whole or part under applicable law or that any
                Expense Advances were unreasonable, Indemnitee shall have the
                right to commence litigation in any court in the states of
                Texas, New York or Delaware having subject matter jurisdiction
                thereof and in which venue is proper seeking an initial
                determination by the court or challenging any such determination
                by the Reviewing Party or any aspect thereof, and the



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                Company hereby consents to service of process and to appear in
                any such proceeding. Any determination by the Reviewing Party
                otherwise shall be conclusive and binding on the Company and
                Indemnitee.

            c.  Nothing in this Agreement, however, shall require the Company to
                indemnify Indemnitee with respect to any Claim initiated by
                Indemnitee, other than a Claim solely seeking enforcement of the
                Company's indemnification obligations to Indemnitee or a Claim
                authorized by the Board.

         3. Change of Control. The Company agrees that, if there is a Potential
Change of Control or a Change of Control and if Indemnitee requests in writing
that Special Counsel be the Reviewing Party, then Special Counsel shall be the
Reviewing Party. In such a case, the Company agrees not to request or seek
reimbursement from Indemnitee of any indemnification payment or Expense Advances
unless Special Counsel has rendered its written opinion to the Company and
Indemnitee that the Company was not or is not permitted under applicable law to
indemnify Indemnitee or that such Expense Advances were unreasonable. However,
if Indemnitee has commenced legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee could be indemnified
under applicable law or that the Expense Advances were reasonable, any
determination made by Special Counsel that Indemnitee would not be permitted to
be indemnified under applicable law or that the Expense Advances were
unreasonable shall not be binding, and the Company shall be obligated to
continue to make Expense Advances, until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefore have been
exhausted or lapsed), which determination shall be conclusive and binding. The
Company agrees to pay the reasonable fees of Special Counsel and to indemnify
Special Counsel against any and all expenses (including attorneys' fees),
claims, liabilities, and damages arising out of or relating to this Agreement or
Special Counsel's engagement pursuant hereto.

         4. Establishment of Trust. In the event of a Potential Change of
Control or a Change of Control, the Company shall, upon written request by
Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from
time to time upon written request of Indemnitee shall fund the Trust in an
amount equal to all Indemnifiable Liabilities reasonably anticipated at the time
to be incurred in connection with any Claim. The amount to be deposited in the
Trust pursuant to the foregoing funding obligation shall be determined by the
Reviewing Party. The terms of the Trust shall provide that, upon a Change of
Control, (i) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee; (ii) the trustee of the Trust shall
advance, within ten business days of a request by Indemnitee, any and all
reasonable Expenses (any determination concerning the reasonableness of the
Expenses shall be made by the Reviewing Party) to Indemnitee (and Indemnitee
hereby agrees to reimburse the Trust under the circumstances in which Indemnitee
would be required to reimburse the Company for Expense Advances under this
Agreement), (iii) the Trust shall continue to be funded by the Company in




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accordance with the funding obligation set forth above; (iv) the trustee of the
Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement; and (v) all unexpended
funds in the Trust shall revert to the Company upon a final determination by the
Reviewing Party or a court of competent jurisdiction, as the case may be, that
Indemnitee has been fully indemnified under the terms of this Agreement. The
trustee of the Trust shall be chosen by Indemnitee, and shall be a financial
institution that is not affiliated with Indemnitee. Nothing in this Section 4
shall relieve the Company of any of its obligations under this Agreement.

         5. Indemnification for Additional Expenses. The Company shall indemnify
Indemnitee against any and all costs and expenses (including attorneys' and
expert witnesses' fees) and, if requested by Indemnitee, shall (within two
business days of that request) advance those costs and expenses to Indemnitee
that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or
through demand and negotiation without formal proceedings: (a) seeks to enforce
Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's
rights to expense advancement or indemnification under any other agreement or
provision of the Company's Certificate of Incorporation (the "Certificate of
Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to
Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and
officers' liability insurance policies maintained by the Company, in each case
regardless of whether Indemnitee ultimately prevails; provided that a court of
competent jurisdiction has not found Indemnitee's claim for indemnification or
expense advancements under the foregoing clauses (a), (b) or (c) to be
frivolous, presented for an improper purpose, without evidentiary support, or
otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an
analogous rule or law, and provided further, that if a court makes such a
finding, Indemnitee shall reimburse the Company for all amounts previously
advanced to Indemnitee pursuant to this Section 5. Subject to the provisos
contained in the preceding sentence, to the fullest extent permitted by law, the
Company waives any and all rights that it may have to recover its costs and
expenses from Indemnitee.

         6. Partial Indemnity. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some, but not all, of
Indemnitee's Indemnifiable Liabilities, the Company shall indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.

         7. Contribution.

            a.  Contribution Payment. To the extent the indemnification provided
                for under any provision of this Agreement is determined (in the
                manner herein above provided) not to be permitted under
                applicable law, the Company, in lieu of indemnifying Indemnitee,
                shall, to the extent permitted by law, contribute to the amount
                of any and all Indemnifiable Liabilities incurred or paid by
                Indemnitee for which such indemnification is not permitted.



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                The amount the Company contributes shall be in such proportion
                as is appropriate to reflect the relative fault of Indemnitee,
                on the one hand, and of the Company and any and all other
                parties (including officers and directors of the Company other
                than Indemnitee) who may be at fault (collectively, including
                the Company, the "Third Parties"), on the other hand.

            b.  Relative Fault. The relative fault of the Third Parties and the
                Indemnitee shall be determined (i) by reference to the relative
                fault of Indemnitee as determined by the court or other
                governmental agency or (ii) to the extent such court or other
                governmental agency does not apportion relative fault, by the
                Reviewing Party after giving effect to, among other things, the
                relative intent, knowledge, access to information, and
                opportunity to prevent or correct the relevant events, of each
                party, and other relevant equitable considerations.

           c.  The Company and Indemnitee agree that it would not be just and
                equitable if contribution were determined by pro rata allocation
                or by any other method of allocation that does take account of
                the equitable considerations referred to in this Section 7(b).


         8. Assumption of Defense by the Company. Except as otherwise provided
below, the Company, jointly with any other indemnifying party similarly
notified, will be entitled to assume the defense of any Claim, with counsel
reasonably satisfactory to Indemnitee. Indemnitee shall have the right to employ
his own counsel in connection with such Claim but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of Indemnitee unless (i) the employment of
counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall
have reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of such defense or (iii) the Company shall
not in fact have employed counsel to assume the defense of such action, in each
of which cases the fees and expenses of Indemnitee's counsel shall be subject to
reimbursement in accordance with the terms of this Agreement. The Company shall
not be entitled to assume Indemnitee's defense of any Claim brought by the
Company or as to which Indemnitee shall have reached the conclusion provided for
in clause (ii) above.

         9. Burden of Proof. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified under any provision of this Agreement or to receive contribution
pursuant to Section 7 of this Agreement, to the extent permitted by law the
burden of proof shall be on the Company to establish that Indemnitee is not so
entitled.


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<PAGE>



         10. No Presumption. For purposes of this Agreement, the termination of
any Claim by judgment, order, settlement (whether with or without court
approval), or conviction, or upon a plea of nolo contendere, or its equivalent,
or an entry of an order of probation prior to judgment shall not create a
presumption (other than any presumption arising as a matter of law that the
parties may not contractually agree to disregard) that Indemnitee did not meet
any particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law.

         11. Non-exclusivity. The rights of Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the Bylaws or Certificate
of Incorporation or the Delaware General Corporation Law or otherwise. To the
extent that a change in the Delaware General Corporation Law (whether by statute
or judicial decision) permits greater indemnification by agreement than would be
afforded currently under this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by that change. Indemnitee's rights under this Agreement shall not be diminished
by any amendment to the Certificate of Incorporation or Bylaws, or of any other
agreement or instrument to which Indemnitee is not a party, and shall not
diminish any other rights that Indemnitee now or in the future has against the
Company.

         12. Liability Insurance. Except as otherwise agreed to by the Company
and Indemnitee in a written agreement, to the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee shall be covered by that policy or those policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.

         13. Period of Limitations. No action, lawsuit, or proceeding may be
brought against Indemnitee or Indemnitee's spouse, heirs, executors, or personal
or legal representatives, nor may any cause of action be asserted in any such
action, lawsuit or proceeding, by or on behalf of the Company, after the
expiration of two years after the statute of limitations commences with respect
to Indemnitee's act or omission that gave rise to the action, lawsuit,
proceeding or cause of action; provided, however, that, if any shorter period of
limitations is otherwise applicable to any such action, lawsuit, proceeding or
cause of action, the shorter period shall govern.

         14. Amendments. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any provision of this Agreement shall be effective unless
in a writing signed by the party granting the waiver. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall that waiver
constitute a continuing waiver.




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<PAGE>




         15. Other Sources. Indemnitee shall not be required to exercise any
rights that Indemnitee may have against any other Person (for example, under an
insurance policy) before Indemnitee enforces his rights under this Agreement.
However, to the extent the Company actually indemnifies Indemnitee or advances
him Expenses, the Company shall be subrogated to the rights of Indemnitee and
shall be entitled to enforce any such rights which Indemnitee may have against
third parties. Indemnitee shall assist the Company in enforcing those rights if
it pays his costs and expenses of doing so. If Indemnitee is actually
indemnified or advanced Expenses by any third party, then, for so long as
Indemnitee is not required to disgorge the amounts so received, to that extent
the Company shall be relieved of its obligation to indemnify Indemnitee or
advance Indemnitee Expenses.

         16. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors, assigns (including any direct or indirect successor by merger or
consolidation), spouses, heirs and personal and legal representatives. This
Agreement shall continue in effect regardless of whether Indemnitee continues to
serve as an officer or director of the Company or another enterprise at the
Company's request.

         17. Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof, that provision shall be fully severable; this Agreement shall
be construed and enforced as if that illegal, invalid, or unenforceable
provision had never comprised a part hereof; and the remaining provisions shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of that illegal, invalid, or unenforceable provision, there
shall be added automatically as a part of this Agreement a provision as similar
in terms to the illegal, invalid, or unenforceable provision as may be possible
and be legal, valid, and enforceable.

         18. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in that state without giving effect to the
principles of conflicts of laws.

         19. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         20. Notices. Whenever this Agreement requires or permits notice to be
given by one party to the other, such notice must be in writing to be effective
and shall be deemed delivered and received by the party to whom it is sent upon
actual receipt (by any means) of such notice. Receipt of a notice by the
Secretary of the Company shall be deemed receipt of such notice by the Company.




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<PAGE>




         21. Complete Agreement. This Agreement constitutes the complete
understanding and agreement among the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof, other than any
indemnification rights that Indemnitee may enjoy under the Certificate of
Incorporation, the Bylaws or the Delaware General Corporation Law.

         22. Effective Date. This Agreement shall be effective as of October 2,
1998.

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


               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]



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<PAGE>




         EXECUTED as of the date first written above.


                                    D AND W HOLDINGS, INC.



                                    By:
                                       -------------------------




                                    INDEMNITEE


                                    ----------------------------





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