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                                                                   Exhibit 10.64

                            INDEMNIFICATION AGREEMENT

         This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into as of this 25th day of October, 2000, by and between Atrium Corporation, a
Delaware corporation and each entity listed on SCHEDULE A hereto, as the same
may be amended, modified or supplemented from time to time or at any time, (each
a "Company" and, collectively, including any successors thereto, the
"Companies"), and C. Douglas Cross ("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 Boards of Directors of each of the Companies (the
"Boards") have 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 Companies' stockholders, and that the Companies should act to assure
their directors and officers that there will be increased certainty of
adequate protection in the future.

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

         E.       Indemnitee is willing to serve and continue to serve the
Companies 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 Companies.

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                                   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 Companies, and the covenants contained in this Agreement, the Companies and
Indemnitee hereby covenant and agree as follows:

         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 relevant
                                    Company (the "Outstanding Company Common
                                    Stock") or (y) the combined voting power of
                                    the then outstanding voting securities of
                                    the relevant 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
                                    relevant Company or any Subsidiary thereof,
                                    (B) any acquisition by the relevant Company
                                    or any Subsidiary thereof, (C) any
                                    acquisition by any employee benefit plan (or
                                    related trust) sponsored or maintained by
                                    the relevant Company or any Subsidiary of
                                    the relevant 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 Boards (the
                                    "Incumbent Boards") cease for any reason to
                                    constitute at least a majority of the
                                    relevant Board; provided, however, that any
                                    individual becoming a



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                                    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
                                    relevant Company's stockholders, was
                                    approved by a vote of at least a majority of
                                    the directors then comprising the relevant
                                    Incumbent Board, shall be considered as
                                    though such individual were a member of the
                                    relevant Incumbent Board, but excluding, for
                                    this purpose, any such 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 relevant 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 relevant 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 relevant Company or all or substantially
                                    all of the relevant 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 relevant 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

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                                    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

                           (iv)     Approval by the stockholders of the relevant
                                    Company of a complete liquidation or
                                    dissolution of such 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 Companies 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 any of the Companies, or is or was
                  serving at the request of any of the Companies 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 Companies agrees that
                  Indemnitee's service on behalf of or with respect to any
                  Subsidiary or employee benefits plan of any of the Companies
                  or any Subsidiary of any of the Companies shall be deemed to
                  be at the request of such 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 Companies' consent
                  (such consent not to be unreasonably withheld), and

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                  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.

                  h. Potential Change of Control: shall be deemed to have
                  occurred if (i) any of the Companies enters into an agreement,
                  the consummation of which would result in the occurrence of a
                  Change of Control of any of the Companies; (ii) any Person
                  (including any of the Companies) commences a tender offer
                  that, if consummated, would constitute a Change of Control of
                  any of the Companies; or (iii) any of the Board adopts a
                  resolution to the effect that, for purposes of this Agreement,
                  a Potential Change of Control of any of the Companies 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 of any of the Companies 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 Companies
                  (which approval shall not be unreasonably withheld), and who
                  has not otherwise performed material services for any of the
                  Companies 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 Companies shall, jointly and severally, 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 Companies, from
                  and against any and all Indemnifiable Liabilities.
                  Notwithstanding the foregoing, the obligations of the
                  Companies 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


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                  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.

                  b. If so requested by Indemnitee, the Companies shall, jointly
                  and severally, 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 Companies 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 Companies, 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 Companies.
                  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
                  Companies shall be entitled to be reimbursed by Indemnitee and
                  Indemnitee hereby agrees to reimburse the Companies without
                  interest (which agreement shall be an unsecured obligation of
                  Indemnitee) for (x) all related Expense Advances theretofore
                  made or paid by the Companies 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 Companies
                  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 of any of
                  the Companies, 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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                  Companies hereby consent 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
                  Companies and Indemnitee.

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

         3.       CHANGE OF CONTROL. The Companies agree that, if there is a
                  Potential Change of Control or a Change of Control of any of
                  the Companies 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 Companies
                  agree 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 Companies and
                  Indemnitee that the Companies were not or are 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 Companies
                  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 Companies agree 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 of any of the Companies, the
                  Companies 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 of any of the
                  Companies, (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,


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                  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 Companies for
                  Expense Advances under this Agreement), (iii) the Trust shall
                  continue to be funded by the Company in 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 Companies 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 Companies of any of their
                  obligations under this Agreement.

         5.       INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Companies 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
                  under this Agreement, (b) seeks to enforce Indemnitee's rights
                  to expense advancement or indemnification under any other
                  agreement or provision of any of the Companies' 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 Companies, 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
                  Companies 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 Companies waive any and all rights that they 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
                  Companies for some, but not all, of Indemnitee's Indemnifiable
                  Liabilities, the Companies shall indemnify Indemnitee for the
                  portion thereof to which Indemnitee is entitled.



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

         8.       ASSUMPTION OF DEFENSE BY THE COMPANIES. Except as otherwise
                  provided below, any of the Companies, 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
                  any of the Companies 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
                  Companies, (ii) Indemnitee shall have reasonably concluded
                  that there may be a conflict of interest between the Companies
                  and Indemnitee in the conduct of such defense or (iii) the
                  Companies 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 Companies shall not be entitled to assume Indemnitee's
                  defense of any Claim brought by the Companies or as to which
                  Indemnitee shall have reached the conclusion provided for in
                  clause (ii) above.



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         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 Companies to establish that Indemnitee
                  is not so entitled.

         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 Companies.

         12.      LIABILITY INSURANCE. Except as otherwise agreed to by the
                  Companies and Indemnitee in a written agreement, to the extent
                  the Companies 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 Companies, 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.



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<PAGE>

         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.

         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 Companies actually indemnify Indemnitee or advances
                  him Expenses, the Companies 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 Companies 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 Companies shall be
                  relieved of their 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 Companies or another
                  enterprise at the Companies' 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.



                                       11
<PAGE>

         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 a Company shall be deemed receipt of such notice
                  by such Company.

         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 25, 2000.

         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.




                                       12
<PAGE>


                      EXECUTED as of the date first written above.


                                        ATRIUM CORPORATION


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


                                        ATRIUM COMPANIES, INC.


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


                                        INDEMNITEE


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




<PAGE>


                                   SCHEDULE A

Atrium Companies, Inc