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                                                                   EXHIBIT 10.61


                            INDEMNIFICATION AGREEMENT

      This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into
as of this 25th day of October, 2000, by and between D and W Holdings, Inc.,
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 John Ellison, Jr. ("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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            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.


                                    D AND W HOLDINGS, INC.


                                    By: ___________________________


                                    ATRIUM COMPANIES, INC.


                                    By: ___________________________


                                    INDEMNITEE


                                    By: ___________________________




<PAGE>



                                   SCHEDULE A

Atrium Companies, Inc