**Exhibit 10.1**

**WIIComponents, Inc.**525 Lincoln Avenue SESt. Cloud, MN 56304

May 31, 2006

John Fitzpatrick1710 Shadywood RoadWayzata, MN  55391

**Re:****                     BonusPayments and Acceleration of Vesting**

Dear John:

In recognition of your contributions to the growth of WIIComponents, Inc. (together with its subsidiaries, the “Company”), the Board ofDirectors of the Company (the “Board”) has decided to make you eligible toreceive (i) a cash bonus (the “Bonus”) and (ii) acceleration (the “Acceleration”)of the vesting of your options granted to you pursuant to those certainIncentive Stock Option Agreements between you and the Company, dated as of May9, 2003 and April 22, 2004 (the “Existing Option Agreements”) in the event of asale of the Company.  Your right to receivethe Bonus and the Acceleration is subject in its entirety to the terms andconditions set forth herein and the approval, if required, of the payment ofthe Bonus by the Company’s senior lender.

# **1.             Definitions.**  For the purposes of this letter agreement,the following terms shall have the following respective meanings.

“Cause” shall havethe meaning set forth in the Existing Option Agreements.

“Good Reason”shall have the meaning set forth in the Existing Option Agreements.

“Person” shallmean any individual, corporation, partnership (limited or general), limitedliability company, limited liability partnership, association, trust, jointventure, unincorporated organization or any similar entity.

“Sale Event” shallmean, regardless of form thereof, consummation of (i) the sale of all orsubstantially all of the assets of the Company on a consolidated basis to anunrelated Person, (ii) a merger, reorganization or consolidation in which theoutstanding shares of Stock are converted into or exchanged for securities ofthe successor entity and the holders of the Company’s outstanding voting powerimmediately prior to such transaction do not own a majority of the outstandingvoting power of the successor entity immediately upon completion of suchtransaction, (iii) the sale of all or a majority of the outstanding capitalstock of the Company to an unrelated person or entity or (iv) any othertransaction in which the owners of the Company’s outstanding voting powerimmediately prior to such transaction do not own at least a majority of theoutstanding voting power of the successor entity immediately upon completion of

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the transaction or (v) the liquidation or dissolutionof the Company if effected in connection with any of the foregoing.

“Service Relationship”  shall mean any relationship as an employee orpart-time employee with the Company or one of its subsidiaries (or theirsuccessors) such that, for example, a Service Relationship shall be deemed tocontinue without interruption in the event that your status changes fromemployee to part-time employee.

# **2.             Paymentof Bonus.**

## (a)           Aggregate AmountsPayable.  The amount payablehereunder shall be $658,800 (which shall be subject to withholding underapplicable law).

## (b)           Payment on SaleEvent.  If the right to receive theBonus has vested pursuant to subparagraph (c) (ii) or (iii) below, the Bonusshall be payable only upon the consummation of a Sale Event, if your ServiceRelationship has not previously terminated and you are so requested by theBoard, you execute an agreement to continue your Service Relationship with theCompany (or its successor) for a period of two (2) years following theconsummation of the Sale Event in a substantially similar capacity as youserved the Company immediately prior to the date of the consummation of theSale Event.

## (c)           Vesting of Bonus.  Your right to receive the Bonus shall vest onthe earliest to occur of (i) June 30, 2009, (ii) the consummation of a SaleEvent or (iii) in the event that your Service Relationship with the Company hasterminated prior to either of the events described in (i) or (ii), pursuant tothe provisions of subparagraph (e) below.

## (d)           Timing of Payment. The Bonus, if any, shall be paid within five (5) days of the consummationof the Sale Event.

## (e)           Termination.  In the event of the termination of your ServiceRelationship by the Company with Cause or by you without Good Reason, unlessalready vested pursuant to subparagraph (c) above, your entitlement to receive anypayments hereunder shall terminate immediately. In the event of the termination of your Service Relationship by theCompany without Cause or by you with Good Reason, unless already vestedpursuant to subparagraph (c) above, you will be entitled to receive all or aportion of the Bonus upon the subsequent consummation of a Sale Event as setforth below:

| Determination Date             | ** ** | ** ** | ** ** | **% of Bonus Amount Payable** | ** ** |
|-------------------------------------|------------|------------|------------|---------------------------------------------------|------------|
| 0-365 days after  termination date  |       | 100        | %          |
| 366-546 days after termination date |       | 50         | %          |
| 547-730 days after termination date |       | 25         | %          |
| thereafter                          |       | 0          | %          |

 

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The Determination Dateused in the table above shall be either (i) the date that a letter of intentregarding a bona fide acquisition of the Company (an “LOI”) has been approvedby the Board and executed by the Company and the relevant third party or (ii)if no LOI is executed but a Sale Event is consummated, the date that theCompany and the third party acquiror agree in principle to the basic terms andconditions of such Sale Event.  By way ofillustration only, if your Service Relationship is terminated by the Companywithout Cause on February 9, 2007 and the Company executes an LOI on February14, 2008, then, upon consummation of the Sale Event described in the LOI, youshall receive 50% of the Bonus amount.

## (f)            No Assignments.  Yourrights and interest, if any, in the Bonus may not be assigned or transferred,and are not subject to attachment, garnishment, judicial order, execution orother creditors’ processes.  The rightsand obligations of the Company hereunder may be assigned by the Partnership toa successor to all or substantially all of its business and thereupon the Companywill be relieved of any obligation it may have hereunder.  All references to the Company herein shall,unless otherwise indicated, be construed to include a successor to all orsubstantially all of the Company’s business.

# **3.             AgreementRegarding Chairman Position. **By executing this agreement on the signatureblock provided below, you hereby agree that the Board may, in its solediscretion, appoint you to the position of Chairman, with no reductionin your annual cash compensation or incentive compensation and such appointmentshall not be deemed to constitute Good Reason under (i) that certain Amendedand Restated Employment Agreement, dated as of April 9, 2003 by and between youand Woodcraft Industries, Inc., a wholly-owned subsidiary of the Company (the “EmploymentAgreement”) or (ii) the Existing Option Agreements.  The Company acknowledges and hereby agreesthat, in the event you are appointed to the position of Chairman, yourresponsibilities and obligations will be reduced and that such reduction shallnot in any way be deemed to constitute “Cause” under the Employment Agreementor the Existing Option Agreements.

# **4.             AgreementRegarding Stockholder Approval**.  If requested by the Board, you hereby agreeto execute a written waiver of (i) the payment of the Bonus and (ii) anyamounts payable to you in connection with a Sale Event in respect of any stockoptions that vest as a result of such Sale Event (collectively, the “Change inControl Payment”).  Upon receipt of suchwritten waiver, the Company hereby agrees to submit the Change in ControlPayment to the stockholders of the Company for approval pursuant to Section280G of the Internal Revenue Code of 1986, as amended (the “Code”).

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# **5.             AgreementRegarding Acceleration. **In the event your Service Relationship isterminated by the Company without Cause or by you with Good Reason and an LOIis executed within sixty (60) days of such termination, then, notwithstandinganything to the contrary contained in the Existing Option Agreements, youroption to purchase shares of the Company’s Voting Common Stock under the ExistingOption Agreements shall become fully vested and exercisable immediately priorto the consummation of the Sale Event (if and only if such Sale Event isconsummated) described in the LOI; provided, however that no such accelerationshall occur unless in connection with such Sale Event, the actual aggregatereturn on the Investment (as defined in the Existing Option Agreements)represents an internal rate of return (as calculated in good faith by BehrmanCapital III, L.P.) of at least 24%.

# **6.             Acknowledgement RegardingSeverance Pay. **The Company hereby acknowledges that pursuantto the terms of the Employment Agreement, you will be entitled to severance payin an amount equal to two times your then current base salary in the event theterm of your employment is not renewed by the Company.

# **7.             Miscellaneous Provisions.**

## (a)           Change andModifications.  This Agreement maynot be orally changed, modified or terminated, nor shall any oral waiver of anyof its terms be effective.  ThisAgreement may be changed, modified or terminated only by an agreement in writingsigned by the Company and you.

## (b)           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware without regardto conflict of law principles.

## (c)           Headings.  The headings are intended only forconvenience in finding the subject matter and do not constitute part of thetext of this Agreement and shall not be considered in the interpretation ofthis Agreement.

## (d)           Saving Clause.  If any provision(s) of this Agreement shallbe determined to be illegal or unenforceable, such determination shall in nomanner affect the legality or enforceability of any other provision hereof.

## (e)           Notices.  All notices, requests, consents and othercommunications shall be in writing and be deemed given when deliveredpersonally, by telex or facsimile transmission or when received if mailed byfirst class registered or certified mail, postage prepaid.  Notices to the Company or to you shall beaddressed as set forth underneath their signatures below, or to such otheraddress or addresses as may have been furnished by such party in writing to theother.

## (f)            Benefit andBinding Effect.  This Agreement shallbe binding upon and shall inure to the benefit of the parties hereto, theirrespective successors, permitted assigns, and legal representatives.  The Company has the right to assign thisAgreement, and such assignee shall become entitled to all the rights of theCompany hereunder to the extent of such assignment.

## (g)           DisputeResolution.  Except as providedbelow, any dispute arising out of or relating to this Agreement or the breach,termination or validity hereof shall be finally settled 

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by binding arbitration conducted expeditiously inaccordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules andProcedures (the “J.A.M.S. Rules”).  Thearbitration shall be governed by the United States Arbitration Act, 9 U.S.C.§§1-16, and judgment upon the award rendered by the arbitrators may beentered by any court having jurisdiction thereof.  The place of arbitration shall be****Minneapolis, MN.

The parties covenant and agree that the arbitrationshall commence within 60 days of the date on which a written demand forarbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall havethe power to order the production of documents by each party and anythird-party witnesses.  In addition, eachparty may take up to three (3) depositions as of right, and the arbitrator mayin his or her discretion allow additional depositions upon good cause shown bythe moving party.  However, thearbitrator shall not have the power to order the answering of interrogatoriesor the response to requests for admission. In connection with any arbitration, each party shall provide to theother, no later than seven (7) business days before the date of thearbitration, the identity of all persons that may testify at the arbitrationand a copy of all documents that may be introduced at the arbitration orconsidered or used by a party’s witness or expert.  The arbitrator’s decision and award shall be madeand delivered within six (6) months of the selection of the arbitrator.  The arbitrator’s decision shall set forth areasoned basis for any award of damages or finding of liability.  The arbitrator shall not have power to awarddamages in excess of actual compensatory damages and shall not multiply actualdamages or award punitive damages or any other damages that are specificallyexcluded under this Agreement, and each party hereby irrevocably waives anyclaim to such damages.

The parties covenant and agree that they willparticipate in the arbitration in good faith. This Section 7(g) applies equally to requests for temporary,preliminary or permanent injunctive relief, except that in the case oftemporary or preliminary injunctive relief any party may proceed in courtwithout prior arbitration for the limited purpose of avoiding immediate andirreparable harm.

Each of the parties hereto (i) hereby irrevocablysubmits to the jurisdiction of any United States District Court of competentjurisdiction for the purpose of enforcing the award or decision in any suchproceeding, (ii) hereby waives, and agrees not to assert, by way of motion, asa defense, or otherwise, in any such suit, action or proceeding, any claim thatit is not subject personally to the jurisdiction of the above-namedcourts, that its property is exempt or immune from attachment or execution(except as protected by applicable law), that the suit, action or proceeding isbrought in an inconvenient forum, that the venue of the suit, action orproceeding is improper or that this Agreement or the subject matter hereof maynot be enforced in or by such court, and hereby waives and agrees not to seekany review by any court of any other jurisdiction which may be called upon togrant an enforcement of the judgment of any such court.  Each of the parties hereto hereby consents toservice of process by registered mail at the address to which notices are to begiven.  Each of the parties hereto agreesthat its, his or her submission to jurisdiction and its, his or her consent toservice of process by mail is made for the express benefit of the other partieshereto.  Final judgment against any partyhereto in any such action, suit or proceeding may be enforced in otherjurisdictions by suit, action or proceeding on the judgment, or in any othermanner provided by or pursuant to the laws of such other jurisdiction.

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(h)           Counterparts.  For the convenience of the parties and tofacilitate execution, this Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of which shallconstitute one and the same document.

[SIGNATURE PAGEFOLLOWS]

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The foregoing Agreement is hereby accepted and theterms and conditions thereof hereby agreed to by the undersigned as of the datefirst above written.
|                                                                                                                                                           | **WII  COMPONENTS, INC.** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
| ** **                                                                                                                                                | ** **                |
|                                                                                                                                                      | By:                       | /s/ Rodney Cohen |
|                                                                                                                                                      |                      | Name: Rodney  Cohen |
|                                                                                                                                                      |                      | Title: President |
|                                                                                                                                                      |                      |   |
| The foregoing  Agreement is hereby accepted and the terms and conditions thereof hereby  agreed to by the undersigned as of the date first above written. |
|                                                                                                                                                      |                      |   |
|                                                                                                                                                           | /s/ John  Fitzpatrick     |
|                                                                                                                                                      | Name: John  Fitzpatrick   |
|                                                                                                                                                      |                      |
|                                                                                                                                                      | Address:                  |
|                                                                                                                                                      |                      |
|                                                                                                                                                      | 1710 Shadywood  Road      |
|                                                                                                                                                      | Wayzata, MN  55391        |

 

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