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                                                                  Exhibit 10.62

                            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 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 Cliff Darby ("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.

                                   AGREEMENTS:


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         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

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                                    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 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


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                                    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

                           (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.


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                  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 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.


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         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
                           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
                           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

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                           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 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

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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, 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 wider 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


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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.

         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(b).


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         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.

         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.

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         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.

         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

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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 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 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.


                                       12
<PAGE>


                  EXECUTED as of the date first written above.


                                               D AND W HOLDINGS, INC.



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



                                               R.G. DARBY COMPANY, INC.



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




                                               R.G. DARBY COMPANY -
                                                       SOUTH



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




                                               TOTAL TRIM, INC.





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





                                               TOTAL TRIM, INC. - SOUTH



<PAGE>

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




                                               INDEMNITEE



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







<PAGE>


                                   SCHEDULE A


R.G. Darby Company, Inc., an Alabama corporation
R.G. Darby Company - South, a Delaware corporation
Total Trim, Inc., an Alabama corporation
Total Trim, Inc. - South, a Delaware corporation