**Exhibit10.4**

**EMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENT (this “Agreement”) ismade as of December 11, 2006, between WII Merger Corporation, a Delawarecorporation (the “Company”), WII Holding, Inc., a Delaware corporation (“Parent”)and Dale Herbst (“Executive”) and shall become effective as of theEffective Date (as defined below).

WHEREAS, the Company is party to that certainAgreement and Plan of Merger, dated as of the date hereof, by and among theCompany, WII Components, Inc., a Delaware corporation (“WII Components”),Parent and Behrman Capital III, L.P. (the “Merger Agreement”);

WHEREAS, Executive is currently employed by WoodcraftIndustries, Inc., a Minnesota corporation and a Subsidiary of WII Components,pursuant to the terms of that certain Amended and Restated EmploymentAgreement, dated as of April 9, 2003 (the “Existing Agreement”); and

WHEREAS, upon the closing of the transactionscontemplated by the Merger Agreement (the “Effective Date”), the Companydesires to employ Executive, and Executive desires to accept such employment,on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

# 1.             Employment. The Companyshall employ Executive, and Executive hereby accepts employment with theCompany, upon the terms and conditions set forth in this Agreement for theperiod beginning on the Effective Date and ending as provided in Paragraph4 hereof (the “Employment Period”).

# 2.             Position and Duties.

## (a)           Executiveshall initially serve as the Chief Financial Officer of the Company and shallhave the normal duties, responsibilities, functions and authority of the ChiefFinancial Officer (or of such other position as is held by Executive asdetermined by the Board from time to time), subject to the power and authorityof the Company’s board of directors (the “Board”) to expand or limitsuch duties, responsibilities, functions and authority and to overrule actionsof officers of the Company.  During theEmployment Period, Executive shall render such administrative, financial andother executive and managerial services to the Company and its Subsidiarieswhich are consistent with Executive’s positions as the Board (and/or such otherperson or persons as the Board may designate) may from time to time direct.

## (b)           Duringthe Employment Period, Executive shall devote his best efforts and his fullbusiness time and attention (except for permitted vacation periods andreasonable periods of illness or other incapacity) to the business and affairsof the Company and its Subsidiaries. Executive shall perform his duties,responsibilities and functions to the Company and its Subsidiaries hereunder tothe best of his abilities in a diligent, trustworthy, professional andefficient manner and shall comply with the Company’s and its Subsidiaries’policies and procedures in all material respects. So long as Executive isemployed by the Company, Executive shall not, without the prior written consentof the Board, accept other employment or perform other services forcompensation.

## (c)           Itis understood that Executive shall undertake such business travel as reasonablyrequired by the Company to perform his duties and responsibilities.

----

## (d)           Forpurposes of this Agreement, “Subsidiaries” shall mean any corporation orother entity of which the securities or other ownership interests having thevoting power to elect a majority of the board of directors or other governingbody are, at the time of determination, owned by Parent, directly or throughone of more Subsidiaries (including, without limitation, the Company).

# 3.             Compensation and Benefits.

## (a)           Duringthe Employment Period, Executive’s base salary shall be $142,000 per annum orsuch other rate as the Board may determine from time to time (the “BaseSalary”).  Executive’s Base Salary(as in effect from time to time) shall be reviewed on no less than an annualbasis, and, without the prior written consent of Executive, it shall not bereduced during the Employment Period (except as part of a general reduction inthe base salaries for all executive officers of the Company).  Executive’s Base Salary shall be payable bythe Company in regular installments in accordance with the Company’s generalpayroll practices (as in effect from time to time).

## (b)           Duringthe Employment Period, the Company shall reimburse Executive for all reasonablebusiness expenses incurred by him in the course of performing his duties andresponsibilities under this Agreement which are consistent with the Company’spolicies in effect from time to time with respect to travel, entertainment andother business expenses, subject to the Company’s requirements with respect toreporting and documentation of such expenses.

## (c)           Inaddition to the Base Salary, Executive shall be eligible to receive aperformance bonus with respect to each year during the Employment Period in anaggregate target amount of up to 80% of Executive’s Base Salary; providedthat for the fiscal year ended December 31, 2006 (to the extent notalready paid prior to the effective date hereof) and the fiscal year endedDecember 31, 2007, such bonus shall be based on the measures set forth on ExhibitB hereto and providedfurtherthat for each fiscalyear of the Company beginning after December 31, 2007, such bonus shall bebased on the terms of the Company’s management incentive plan in effect fromtime to time as determined by the Board after consultations with members of theCompany’s senior management team.

## (d)           Allamounts payable to Executive as compensation hereunder shall be subject to allrequired and customary withholding by the Company.

## (e)           During the Employment Period, Executive shallbe included in all employee benefit plans, programs, arrangements (including,without limitation, any plans, programs or arrangements providing fordisability benefits, health insurance, vacation and paid holidays) to theextent established by the Company for, or made available to all its seniorexecutives, subject to Executive’s satisfaction of all applicable eligibilityrequirements.

# 4.             Term.

## (a)           TheEmployment Period shall continue from the Effective Date and (i) will terminateimmediately upon Executive’s resignation for any reason (with or without GoodReason (as defined below)), death or Disability (as defined below) and (ii) maybe terminated by the Company at any time for Cause (as defined below) orwithout Cause.

## (b)           Subjectto the other terms and conditions of this Paragraph 4, if (1) theEmployment Period is terminated by the Company or its successors in interestwithout Cause, (2) Executive resigns with Good Reason or (3) the EmploymentPeriod is terminated upon Executive’s Disability, Executive shall be entitled to receive (i)his Base Salary through the date of such termination, (ii) any portion of abonus from a prior period (i.e., from a prior year) that has been fully earnedand was fully payable prior to 

2

----

## thedate on which the Employment Period is terminated but that had not yet beenpaid, (iii) a pro rata portion (based on the number of calendar days ofemployment during such fiscal year) of any annual bonus that would have payableto Executive during any year in which his Employment Period is terminated, providedthat any such amount shall only be payable if Executive was employed by theCompany for six months or more of such fiscal year and provided further thatany such payment will be due and payable at such time as any such bonus amountswould have been paid had Executive remained employed throughout the entirefiscal year and (iv) twelve months Base Salary (provided that it isexpressly understood that included in this sum is such severance and otherpayments that may be due to Executive); provided further that upon any termination or resignation of thetype set forth above in (1), (2) and (3), Executive shall be entitled tocontinue to participate (at the Company’s cost) in employee benefit plans forsenior executive employees (other than bonus and incentive compensation plans)to the extent not prohibited under the terms of such programs as of the date oftermination or required under applicable law, for a period of twelve monthsafter such termination or resignation. The severance payments contemplated by the preceding sentence shall bepayable by the Company in regular installments in accordance with the Company’sgeneral payroll practices (as in effect on the date of termination) from thedate of termination for a period of twelve months thereafter (the “SeverancePeriod”).  The severancepayments described in clause (iv) of the first sentence of this paragraph shallbecome due and owing if, and only if, Executive has executed and delivered tothe Company and Parent a general release in favor of them in the form attachedhereto as Exhibit A (the “General Release”) and the GeneralRelease has become effective, and only so long as Executive has not revoked orbreached the provisions of the General Release or breached the provisions of Paragraphs5, 6 and 7 hereof and does not apply for unemploymentcompensation chargeable to the Company or any Subsidiary during the SeverancePeriod.  Executive shall not be entitledto any other salary, compensation or benefits after termination of theEmployment Period, except as expressly required by applicable law.  The Company shall be entitled to deduct fromany payment otherwise payable to Executive pursuant to this Paragraph 4(b),any amount received by Executive after termination of the Employment Periodunder any short-term or long-term disability insurance plan or program providedto him by the Company; and providedthat Executive shall promptlyand fully disclose to the Company in writing the amount of any such disabilityinsurance payments.

## (c)           Ifthe Employment Period is terminated for any other reason (including (1) by theCompany for Cause, (2) due to Executive’s death or (3) by Executive’sresignation for any reason without Good Reason), Executive shall only be entitled to receive(i) his Base Salary through the date of such termination and (ii) any portionof a bonus from a prior period (i.e., from a prior year) that has been fullyearned and was fully payable prior to the date on which the Employment Periodis terminated but that had not yet been paid, and Executive shall not beentitled to any other salary, compensation or benefits from the Company, Parentand/or any of its Subsidiaries thereafter, except as otherwise expresslyrequired by applicable law.

## (d)           Exceptas otherwise expressly provided herein, all of Executive’s rights to salary,bonuses, employee benefits and other compensation hereunder (if any) whichwould have accrued or become payable after the termination of the EmploymentPeriod shall cease upon such termination, other than those expressly requiredunder applicable law (such as COBRA). Termination of Executive’s employment with the Company for any reasonshall be deemed to automatically remove Executive, without further action, fromany and all offices held by Executive with the Company or any of itsaffiliates.

## (e)           TheCompany may offset any amounts Executive owes it or its affiliates against anyamounts it or its affiliates owes Executive.

3

----

## (f)            Forpurposes of this Agreement, “Cause” shall mean with respect to Executiveone or more of the following: (i) the commission of a felony or other crimeinvolving moral turpitude, (ii) the commission of any act or the omission totake an act, either of which results in disloyalty or fraud toward the Companyor any of its Subsidiaries, or involving dishonesty in connection with theCompany or any of its Subsidiaries, which is materially detrimental to theCompany or any of its Subsidiaries, (iii) reporting to the workplace under theinfluence of alcohol or illegal drugs, the use of illegal drugs (whether or notat the workplace) or other repeated conduct causing the Company or any of itsSubsidiaries substantial public disgrace or disrepute or substantial economicharm, (iv) failure to perform duties as reasonably directed by the Board and/orthe Company’s chief executive officer, and such failure is not cured withintwenty (20) days after the Executive receives written notice thereof from theBoard, (v) unlawful conduct or gross misconduct that is willful and deliberateon Executive’s part and that, in either event, is materially injurious to theCompany or any of its Subsidiaries, or (vi) any other material breach of thisAgreement or of any other agreement between Executive and the Company, whichbreach has not been cured by Executive within ten days after written noticethereof to Executive from the Board.

## (g)           Forpurposes of this Agreement, “Disability” shall mean the inability of Executive toperform on a full-time basis the duties and responsibilities of his employmentwith the Company by reason of his illness or other physical or mentalimpairment or condition, if such inability continues for an uninterruptedperiod of 180 days or more during any 360-day period.  A period of inability shall be “uninterrupted”unless and until Executive returns to full-time work for a continuous period ofat least 30 days.

## (h)           Forpurposes of this Agreement, “Good Reason” shall mean (i) any requirementby the Company that Executive’s principal office be moved by more than fifty(50) miles from the St. Cloud metropolitan area without Executive’s consent,(ii) a reduction of Executive’s base salary or aggregate target bonus amount(except as part of a general reduction in the base salaries or aggregate targetbonus amounts for all executive officers of the Company) or (iii) the materialbreach of any terms and conditions of this Agreement by the Company not causedby Executive; provided that no such occurrence shall constitute thebasis for a termination with “Good Reason” unless Executive notifies theCompany in writing within 30 days of such occurrence that Executive considerssuch occurrence to be the basis for a termination with “Good Reason” and theCompany fails to cure such occurrence within 30 days following receipt of suchnotice; providedfurther that if the Company fails to cure suchoccurrence within such 30 day period, Executive shall have period of 15 daysfollowing the expiration of such 30 day period to terminate his employment with“Good Reason” on the basis of such occurrence and if Executive thereafter remainsin the employ of the Company or any of its Subsidiaries, Executive’s continuedemployment shall constitute a waiver of all rights hereunder to terminate hisemployment for “Good Reason” on the basis of such occurrence.  Notwithstanding any provision herein to thecontrary, in the event that the Company provides Executive with written noticeof its intent to move Executive’s principal office by more than fifty (50)miles from the St. Cloud metropolitan area (a “Relocation Notice”), andExecutive does not notify the Company in writing within 30 days following hisreceipt of any such Relocation Notice that Executive would consider such a moveto be the basis for a termination with “Good Reason”, then Executive shall bedeemed to waive any and all rights to terminate his employment for “Good Reason”in connection with any such move as described in such Relocation Notice (italso being understood and agreed that the Company’s abandonment of any suchcontemplated move described in any such Relocation Notice shall be deemed tocure any and all bases for Executive to claim that any such proposed move wouldconstitute the basis for a termination with “Good Reason”).

# 5.             Confidential Information.  Executive acknowledges that the information,observations and data (including trade secrets) obtained by him during thecourse of his employment with the Company and/or any of its affiliates(including those obtained by him while employed by the Company and/or itsaffiliates (including Woodcraft Industries, Inc.) prior to the date of thisAgreement) concerning 

4

----

# the business or affairsof the Company or any affiliate (“Confidential Information”) are theproperty of the Company or such affiliate. Therefore, Executive agrees that he shall not disclose to any person orentity or use for any purpose (other than for the benefit of the Company andits affiliates) any Confidential Information or any confidential or proprietaryinformation of other persons or entities in the possession of the Company andits affiliates (“Third Party Information”), without the prior writtenconsent of the Board, unless and to the extent that the ConfidentialInformation or Third Party Information becomes generally known to and availablefor use by the public other than as a result of Executive’s acts oromissions.  Executive shall deliver tothe Company at the termination or expiration of the Employment Period, or atany other time the Company may request, all memoranda, notes, plans, records,reports, computer tapes, printouts and software and other documents and data(and copies thereof) embodying or relating to the Confidential Information,Work Product (as defined below) or the business of the Company or any affiliatewhich he may then possess or have under his control.

# 6.             Intellectual Property.  Executive acknowledges that all discoveries,concepts, ideas, inventions, innovations, improvements, developments, methods,designs, analyses, drawings, reports, patent applications, copyrightable workand mask work (whether or not including any confidential information) and allregistrations or applications related thereto, all other proprietaryinformation and all similar or related information (whether or not patentable)which relate to the Company’s or any of its affiliates’ actual or anticipatedbusiness, research and development or existing or future products or servicesand which are conceived, developed or made by Executive (whether alone orjointly with others) while employed by the Company or its predecessor and itsaffiliates, whether before or after the date of this Agreement (“WorkProduct”), belong to the Company or such affiliate.  Executive shall promptly disclose such WorkProduct to the Board and, at the Company’s expense, perform all actionsreasonably requested by the Board (whether during or after the EmploymentPeriod) to establish and confirm such ownership (including, without limitation,assignments, consents, powers of attorney and other instruments). Executiveacknowledges that all Work Product shall be deemed to constitute “works made forhire” under the U.S. Copyright Act of 1976, as amended.

# 7.             Non-Compete. Non-Solicitation.

## (a)           Executivehereby acknowledges that, during the course of his employment with the Companyhe has and shall become familiar with the Company’s and its affiliates’ tradesecrets and other Confidential Information. Executive acknowledges and agreesthat the Company and its affiliates would be irreparably damaged if he were toprovide services to or otherwise participate in the business of any person orentity competing with the Company or its Subsidiaries or providing servicessimilar to the Company and its Subsidiaries and that any such competition orprovision of services by Executive would result in a significant loss ofgoodwill by the Company and its Subsidiaries. Executive further acknowledges and agrees that the covenants andagreements set forth in this Paragraph7 were a materialinducement to the Company to enter into this Agreement and to perform itsobligations hereunder, and that the Company would not obtain the benefit of thebargain set forth in this Agreement as specifically negotiated by the partieshereto if Executive breached the provisions of this Paragraph7.Therefore, Executive agrees that, during the Employment Period and for 12months thereafter (the “Noncompete Period”), he shall not directly orindirectly own any interest in, manage, control, participate in (whether as anofficer, director, employee, partner, agent, representative or otherwise),consult with, render services for, or in any other manner engage in anybusiness competing with the businesses of the Company or its Subsidiaries, assuch businesses exist or are or were in the process of being developed duringthe Employment Period within North America or any other geographical area inwhich the Company or its Subsidiaries engage or plan to engage in suchbusinesses.  Nothing herein shallprohibit Executive from being a passive owner of not more than 2% of theoutstanding stock of any class of a corporation which is publicly traded solong as he does not have any active participation in the business of suchcorporation.  Notwithstanding theforegoing, the Company hereby acknowledges that Executive’s ownership at its 

5

----

## current levels of his brother’s lumber company from which the Companypurchases lumber shall not be deemed a violation or breach of this Paragraph7.

## (b)           Duringthe Noncompete Period, Executive shall not directly or indirectly throughanother person or entity (i) induce or attempt to induce any employee of theCompany or any Subsidiary to leave the employ of the Company or suchSubsidiary, or in any way interfere with the relationship between the Companyor any Subsidiary and any employee thereof, (ii) hire any person who was anemployee of the Company or any Subsidiary at any time during the twelve monthperiod prior to the date of hire, (iii) call on, solicit, or service any customer,supplier, licensee, licensor or other business relation or prospective clientof the Company or any of its Subsidiaries with respect to products and/orservices that are or have been provided by the Company or such Subsidiaryduring the twelve-month period prior to the termination of the EmploymentPeriod, or which the Company or any of its Subsidiaries is currently in theprocess of developing or (iv) induce or attempt to induce any customer,supplier, licensee, licensor, franchisee or other business relation of theCompany or any Subsidiary to cease doing (or reduce its) business with theCompany or such Subsidiary, or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and theCompany or any Subsidiary (including, without limitation, making any negativeor disparaging statements or communications regarding the Company or itsSubsidiaries).

## (c)           Inthe event of a breach or a threatened breach by Executive of any of theprovisions of this Paragraph7, the Company would sufferirreparable harm, and in addition and supplementary to other rights andremedies existing in its favor, the Company shall be entitled to specificperformance and/or injunctive or other equitable relief from a court ofcompetent jurisdiction in order to enforce or prevent any violations of theprovisions hereof  In addition, in theevent of a breach or violation by Executive of this Paragraph7,the Noncompete Period shall be automatically extended by the amount of timebetween the initial occurrence of the breach or violation and when such breachor violation has been duly cured. Executive acknowledges that the restrictionscontained in this Paragraph7 are reasonable and that he hasreviewed the provisions of this Agreement with his legal counsel.

## (d)           Executive agrees that Executive shall not atany time, whether during or after Executive ceases to provide services to theCompany or any of its Subsidiaries, make or publish any untruthful statement(orally or in writing) that intentionally libels, slanders, disparages orotherwise defaces the goodwill or reputation (whether or not such disparagementlegally constitutes libel or slander) of the Company, any Subsidiary or any oftheir affiliates, or its other officers, managers, directors, partners orinvestment professionals.  Executiveacknowledges that he, as part of his employment hereunder, is responsible forpreserving the goodwill or reputation of the aforementioned parties.

# 8.             Enforcement.  If, at the time of enforcement of Paragraph5, 6 or 7 of this Agreement, a court holds that therestrictions stated herein are unreasonable under circumstances then existing,the parties hereto agree that the maximum period, scope or geographical areareasonable under such circumstances shall be substituted for the stated period,scope or area and that the court shall be allowed to revise the restrictionscontained herein to cover the maximum period, scope and area permitted bylaw.  Because Executive’s services areunique and because Executive has access to Confidential Information and WorkProduct, the parties hereto agree that the Company could suffer irreparableharm from a breach of Paragraph5, 6 or 7 byExecutive and that money damages would not be an adequate remedy for any suchbreach of this Agreement.  Therefore, inthe event a breach or threatened breach of this Agreement, the Company or itssuccessors or assigns, in addition to other rights and remedies existing intheir favor, shall be entitled to specific performance and/or injunctive orother equitable relief from a court of competent jurisdiction in order toenforce, or prevent any violations of, the provisions hereof.

6

----

# 9.             Executive’s Representations.

## (a)           Executiveacknowledges that the provisions of Paragraphs5, 6 and 7are in consideration of his employment with the Company and additional good andvaluable consideration set forth in this Agreement.  In addition, Executive agrees andacknowledges that the restrictions contained in Paragraphs5, 6and 7 do not preclude Executive from earning a livelihood, nor do theyunreasonably impose limitations on Executive’s ability to earn a living.  In addition, Executive acknowledges (a) thatthe business of the Company and its Subsidiaries will include all of NorthAmerica, (b) notwithstanding the state of incorporation or principal office ofthe Company or its Subsidiaries, or any of their respective executives oremployees (including Executive), it is expected that the Company will havebusiness activities and have valuable business relationships within itsindustry throughout North America, and (c) as part of his responsibilities,Executive may travel around North America in furtherance of the Company’sbusiness and its relationships.

## (b)           Executivehereby represents and warrants to the Company and Parent that (i) theexecution, delivery and performance of this Agreement by Executive do not andshall not conflict with, breach, violate or cause a default under any contract,agreement, instrument, order, judgment or decree to which Executive is a partyor by which he is bound, (ii) except for the Existing Agreement (which shall bedeemed to be superceded and preempted effective as of the Effective Date,Executive is not a party to or bound by any employment agreement, noncompeteagreement or confidentiality agreement with any other person or entity and(iii) upon the execution and delivery of this Agreement by the Company and Parent,this Agreement shall be the valid and binding obligation of Executive,enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted withindependent legal counsel regarding his rights and obligations under thisAgreement and that he fully understands the terms and conditions containedherein.

# 10.           Call.

## (a)   In the event (i) Executive’s employment with the Company and itsSubsidiaries is terminated by the Company for Cause, (ii) Executive’semployment with the Company and its Subsidiaries is terminated by Executive forany reason (other than a termination of employment by Executive for GoodReason) or (iii) the Employment Period is terminated due to Executive’s Deathor Disability, then in the case of any termination of Executive’s employmentdescribed above, 100% of the shares of Common Stock and 100% of the shares ofSeries A Preferred Stock acquired by Executive pursuant to the Stock PurchaseAgreement (collectively, the “Call Option Shares”) held by Executive (or any of his transferees)shall be subject to repurchase by Parent and the Investor pursuant tothe terms and conditions set forth in this Paragraph10 (the “CallOption”).  For purposes hereof, “Investor”shall mean Olympus Growth Fund IV, L.P. and its affiliates.  Forpurposes of this Agreement, the term “Original Cost” for (1) eachshare of Common Stock shall be equal to the original price per share paidtherefor by Investor under the Stock Purchase Agreement, and (2) for each shareof Series A Preferred Stock shall be equal to the original price per share paidtherefor by Investor under the Stock Purchase Agreement, in each case as suchamounts may from time to time be proportionately adjusted by Parent in goodfaith to reflect any stock split, stock dividend, reclassification orrecapitalization affecting any such shares.

## (b)   Inthe event of an exercise of the Call Option pursuant to Paragraph10(a)(i)or (ii) above, (x) the purchase price for each share of Series APreferred Stock subject to the Call Option shall be equal the lower of (A) theOriginal Cost thereof and (B) the fair market value thereof as determined ingood faith by the Parent Board without regard to any minority discount(provided that Executive shall have the 15-day right to object to the ParentBoard’s determination of fair market value and demand an Independent Valuationin accordance with the terms provided in Paragraph 10(b)) and (y) thepurchase price for each share of Common Stock subject to the Call Option shallbe equal to the lower of (A) the Original Cost thereof and (B) the fair marketvalue thereof as determined in good faith by the Parent Board.  If Executive objects in writing to the ParentBoard’s determination of fair market value within 15 days after 

7

----

## delivery thereof to Executive, the Parent Board shall engage anindependent investment banking or other professional valuation firm (which firmmust be mutually agreed upon by Executive) to conduct a valuation (the “IndependentValuation”) of the fair market value, and such investment banking or otherprofessional valuation firm’s determination of fair market value shall bedelivered to the Parent Board and used instead of the fair market valuepreviously asserted by the Parent Board. Parent or the Company, on the one hand, and Executive, on the otherhand, shall bear equally the costs and fees of such independent investmentbanking or other professional valuation firm. In the event of an exercise of the Call Option pursuant to Paragraph10(a)(iii) above, (1) the purchase price for each share of Series APreferred Stock subject to such applicable Call Option shall be the fairmarket value for such share as determined in good faith by the Parent Board and (2) the purchase price for each share ofCommon Stock subject to such applicable Call Option shall be the fair marketvalue for such share as determined in good faith by the Parent Board (provided,in the case of each of (1) and (2), that Executive shall have the 15-day rightto object to the Parent Board’s determination of fair market value and demandan Independent Valuation in accordance with the procedure and terms describedabove).

## (c)   Parent(as directed by the Parent Board)may elect to purchase all or any portion of the Call Option Shares subject tothe applicable Call Option by delivering written notice (the “Call OptionNotice”) to the holder or holders of the Call Option Shares subject to suchapplicable Call Option at any time after 30 days after the effective date of the termination of Executive’semployment with the Company and its Subsidiaries but within 120 days after suchdate.  The Call Option Noticeshall set forth the number and class of Call Option Shares subject to theapplicable Call Option to be acquired from each holder of Call Option Sharessubject to the applicable Call Option, the aggregate consideration to be paidfor such shares and the time and place for the closing of the transaction.  The number of shares of each class of CallOption Shares subject to the applicable Call Option to be repurchased by Parent shall first be satisfied to theextent possible from the Call Option Shares subject to the applicable CallOption held by Executive at the time of delivery of the Call Option Notice. Ifthe number of such class of Call Option Shares subject to the applicable CallOption then held by Executive is less than the total number of shares of suchclass of Call Option Shares subject to the applicable Call Option which Parent has elected to purchase,Parent shall purchase theremaining shares elected to be purchased from the other holder(s) of such classof Call Option Shares subject to the applicable Call Option under thisAgreement pro rata according to the number of shares of such class of CallOption Shares subject to the applicable Call Option held by such otherholder(s) at the time of delivery of such Call Option Notice (determined asclose as practicable to the nearest whole shares).  The number of each class of Call OptionShares subject to the applicable Call Option to be repurchased hereunder shallbe allocated among Executive and the other holders of such class of Call OptionShares (if any) subject to the applicable Call Option pro rata according to thenumber of shares of  such class of CallOption Shares to be purchased from such persons.

## (d)   If for any reason Parent does not elect to purchase all of the Call Option Sharespursuant to the applicable Call Option, the Investor shall be entitled toexercise the applicable Call Option for the Call Option Shares subject theretowhich Parent has not elected topurchase (the “Available Shares”). As soon as practicable after Parenthas determined that there will be Available Shares, but in any event within 150days after the termination of Executive’s employment with the Company and itsSubsidiaries, Parent shall givewritten notice (the “Investor Call Notice”) to the Investor settingforth the number of Available Shares and the purchase price for each class ofthe Available Shares. The Investor may elect to purchase any or all of theAvailable Shares by giving written notice to Parent within 30 days after the Investor Call Notice has beengiven by Parent.  As soon as practicable, and in any eventwithin ten days after the expiration of the 30-day period set forth above, Parent shall notify each holder ofCall Option Shares subject to the applicable Call Option as to the number ofeach class of Call Option Shares being purchased from such holder by theInvestor (the “Supplemental Call Option Notice”).  At the time Parent delivers the Supplemental Call Option Notice to theholder(s) of Call Option Shares subject to the applicable Call Option, Parent shall also deliver writtennotice to the Investor setting forth the number of 

8

----

## each class of Call Option Shares subject tothe applicable Call Option the Investor is entitled to purchase, the aggregatepurchase price and the time and place of the closing of the transaction. Thenumber of each class of Call Option Shares subject to the applicable CallOption to be repurchased hereunder shall be allocated among Parent and the Investor pro rataaccording to the number of shares of each class of Call Option Shares to bepurchased by each of them.  In the eventthat Parent and the Investor collectively electto repurchase less than 100% of the Call Option Shares subject to theapplicable Call Option, such CallOption must be proportionately exercised with respect to the Call Option Sharessubject to the applicable Call Option (i.e., if Parent and the Investor collectively desire to repurchase50% of the shares of Common Stock subject to the applicable Call Option, Parentand the Investor collectively must also repurchase 50% of the shares of SeriesA Preferred Stock subject to the applicable Call Option).

## (e)   The closing of the purchase of the Call Option Shares pursuant toa particular Call Option shall take place on the date designated by Parent in the Call Option Notice orSupplemental Call Option Notice, which date shall not be more than 60 days norless than 15 days after the delivery of the later of either such notice to bedelivered (or, if applicable, from the date on which the independent investmentbanking or other professional valuation firm has presented its fair marketvalue determination to the Parent Board). Parent and/or the Investor (asapplicable) shall each pay the portion of the aggregate purchase price for theCall Option Shares subject to the applicable Call Option to be purchased pursuant to such Call Optionby Parent or the Investor (as applicable) by immediately available funds.  In addition, Parent and/or the Investor (as applicable) may pay the purchaseprice for such shares by offsetting bona fide debts owed by Executive to eitherof them or any of their respective affiliates. Parent and its Affiliates shall be entitled to receive customary representationsand warranties (and there shall be no other representations and warranties andthere shall be no indemnification other than as a result of the breach of suchagreement) from Executive regarding good title to such shares, that the sharesare free and clear of any liens, security interests, mortgages, pledges orother encumbrances, that Executive has the capacity and all necessary authorityto enter into such agreement, that the agreement is not in violation orcontravention of any other agreement and that Executive has consulted withcounsel.  There shall be norepresentations or warranties other than described in the previous sentence andthe only indemnification obligation shall be for a breach of such representationsand warranties.  Executive shall furtheragree to release and discharge any and all claims related to such repurchase.

## (f)    The right of Parent and the Investor to repurchase Call Option Sharespursuant to this Paragraph10 shall terminate upon an underwritten public offering of Parent’sCommon Stock, registered under the Securities Act of 1933, as amended from timeto time.

## (g)   Notwithstanding anything to the contrary contained in thisAgreement, all repurchases of Call Option Shares hereunder shall be subject toapplicable restrictions contained in the Delaware General Corporation Law andin Parent’sand its Subsidiaries’ debt financing agreements with unaffiliated thirdparties. If any such restrictions prohibit the repurchase of Call Option Shareshereunder which Parent and/or theInvestor is otherwise entitled to make, the time periods provided in this Paragraph10 shall be suspended, and Parent andthe Investor may make such repurchases as soon as it is permitted to do sounder such restrictions.

# 11.           Purchase Obligation.  On the Effective Date and concurrently withthe closing of the transactions contemplated by the Merger Agreement, Executiveshall (i) execute and deliver to Parent a counterpart signature page to thestock purchase agreement attached hereto in the form of Exhibit C (the “StockPurchase Agreement”) and (ii) on and subject to the terms set forth in theStock Purchase Agreement, make an investment in Parent in an aggregate amountin cash (and/or, provided that the Parent has consented to such exchange andagreed to the number of shares to be exchanged, a number of exchanged shares ofvoting common stock of WII Components each having a value equal to the PricePer Common Share (as defined in the Merger Agreement)) equal to $225,000 in theaggregate (the “Cash

9

----

# Investment Amount”)to purchase (x) a number of shares of Parent’s Common Stock (as defined in theStock Purchase Agreement) equal to the quotient determined by dividing(1) the product of (A) the Common Investment Percentage (as defined below) and(B) the Cash Investment Amount, by (2) the per share purchase price forthe Common Stock set forth therein (which shall be the same per share purchaseprice for the Common Stock to be paid by the other purchasers thereof on theEffective Date pursuant to the Stock Purchase Agreement) and (y) a number ofshares of Parent’s Series A Preferred Stock (as defined in the Stock PurchaseAgreement) equal to the quotient determined by dividing (1) the productof (A) the Preferred Investment Percentage (as defined below) and (B) the CashInvestment Amount, by (2) the per share purchase price for the Series APreferred Stock set forth therein (which shall be the same per share purchaseprice for the Series A Preferred Stock to be paid by the other purchasersthereof on the Effective Date pursuant to the Stock Purchase Agreement).  For purposes hereof, (1) the term “CommonInvestment Percentage” shall mean the quotient (expressed as a decimal)determined by dividing (A) the aggregate purchase price to be paid byInvestor on the Effective Date under the Stock Purchase Agreement in exchangefor the shares of Common Stock to be purchased by the Investor thereunder onthe Effective Date, by (B) the aggregate purchase prices to be paid byInvestor on the Effective Date under the Stock Purchase Agreement in exchangefor the shares of Common Stock and the shares of Series A Preferred Stock to bepurchased by the Investor thereunder on the Effective Date and (2) the term “PreferredInvestment Percentage” shall mean the quotient (expressed as a decimal)determined by dividing (A) the aggregate purchase price to be paid byInvestor on the Effective Date under the Stock Purchase Agreement in exchangefor the shares of Series A Preferred Stock to be purchased by the Investorthereunder on the Effective Date, by (B) the aggregate purchase pricesto be paid by Investor on the Effective Date under the Stock Purchase Agreementin exchange for the shares of Common Stock and the shares of Series A PreferredStock to be purchased by the Investor thereunder on the Effective Date.

For purposes hereof, the term “Common Stock” shallhave the meaning ascribed to such term in the Stock Purchase Agreement and theterm “Series A Preferred Stock” shall have the meaning ascribed to such term inthe Stock Purchase Agreement.

# 12.           Survival.  Paragraphs5 through 26,inclusive, shall survive and continue in full force in accordance with theirterms notwithstanding the expiration or termination of the Employment Period.

# 13.           Notices.  Any notice provided for in this Agreementshall be in writing and shall be either personally delivered, sent by reputableovernight courier service or mailed by first class mail, return receiptrequested, to the recipient at the address below indicated:

| Notices to Executive:          |
|--------------------------------|
|                           |
| Dale Herbst                    |
| 13205 Hwy. 23 NE               |
| Foley, MN 56329                |
|                           |
|                           |
| Notices to the  Company:       |
|                           |
| WII Merger  Corporation        |
| c/o WII  Components, Inc.      |
| 525 Lincoln  Avenue SE         |
| St. Cloud, MN  56304           |
| Attn: Chief  Executive Officer |

 

10

----

 
| With a copy (which  shall not constitute notice) to: |
|------------------------------------------------------|
|                                                 |
| WII Merger  Corporation                              |
| c/o Olympus  Partners                                |
| One Station  Place, 4th Floor                   |
| Stamford, CT  06902                                  |
| Attn: L. David  Cardenas                             |
|                                                 |
| With a copy  (which shall not constitute notice) to: |
|                                                 |
| Kirkland & Ellis  LLP                            |
| 200 East  Randolph Drive                             |
| Chicago, IL  60601                                   |
| Attn: John A  Schoenfeld, P.C.                       |
|                                                 |
| Notices to  Parent                                   |
|                                                 |
| WII Holding,  Inc.                                   |
| c/o Olympus  Partners                                |
| One Station  Place, 4th Floor                   |
| Stamford, CT  06902                                  |
| Attn: L. David  Cardenas                             |
|                                                 |
|                                                 |
| With a copy  (which shall not constitute notice) to: |
|                                                 |
| Kirkland &  Ellis LLP                            |
| 200 East  Randolph Drive                             |
| Chicago, IL  60601                                   |
| Attn: John A  Schoenfeld, P.C.                       |

 

or such other address or to the attention of suchother person as the recipient party shall have specified by prior written noticeto the sending party. Any notice under this Agreement shall be deemed to havebeen given when so delivered, sent or mailed.

# 14.           Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal or unenforceable in any respect under any applicable law orrule in any jurisdiction, such invalidity, illegality or unenforceability shallnot affect any other provision of this Agreement or any action in any otherjurisdiction, but this Agreement shall be reformed, construed and enforced insuch jurisdiction as if such invalid, illegal or unenforceable provision hadnever been contained herein.

# 15.           Complete Agreement.  This Agreement contains the completeagreement and understanding among the parties relating to the subject matterhereof and supersedes and preempts any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way (including the ExistingAgreement).

11

----

# 16.           No Strict Construction. Thelanguage used in this Agreement shall be deemed to be the language chosen bythe parties hereto to express their mutual intent, and no rule of strictconstruction shall be applied against any party.

# 17.           Counterparts. This Agreementmay be executed in separate counterparts, each of which is deemed to be anoriginal and all of which taken together constitute one and the same agreement.

# 18.           Successors and Assigns. ThisAgreement is intended to bind and inure to the benefit of and be enforceable byExecutive, Parent, the Company and their respective heirs, successors andassigns, except that Executive may not assign his rights or delegate his dutiesor obligations hereunder without the prior written consent of the Company andParent.  Investor and each of the Company’sSubsidiaries are intended third party beneficiaries of the covenants andagreements made by Executive in this Agreement.

# 19.           Choice of Law.  All issues and questions concerning theconstruction, validity, enforcement and interpretation of this Agreement andthe exhibits and schedules hereto shall be governed by, and construed inaccordance with, the laws of the State of Minnesota, without giving effect toany choice of law or conflict of law rules or provisions (whether of the Stateof Minnesota or any other jurisdiction) that would cause the application of thelaws of any jurisdiction other than the State of Minnesota.

# 20.           Amendment and Waiver. Theprovisions of this Agreement may be amended or waived only with the priorwritten consent of the Company (as approved by the Board), Parent (as approvedby the Parent Board), Investor and Executive, and no course of conduct orcourse of dealing or failure or delay by any party hereto in enforcing orexercising any of the provisions of this Agreement (including, withoutlimitation, the Company’s right to terminate the Employment Period for Cause)shall affect the validity, binding effect or enforceability of this Agreementor be deemed to be an implied waiver of any provision of this Agreement.

# 21.           Insurance. The Company may, atits discretion, apply for and procure in its own name and for its own benefitlife and/or disability insurance on Executive in any amount or amountsconsidered advisable. Executive agrees to cooperate in any medical or otherexamination, supply any information and execute and deliver any applications orother instruments in writing as may be reasonably necessary to obtain andconstitute such insurance. Executive hereby represents that he has no reason tobelieve that his life is not insurable at rates now prevailing for healthy menof his age.

# 22.           Corporate Opportunity.  During the Employment Period, Executive shallsubmit to the Board all business, commercial and investment opportunities oroffers presented to Executive or of which Executive becomes aware which relateto the business of the Company at any time during the Employment Period (“CorporateOpportunities”). Unless approved by the Board, Executive shall not acceptor pursue, directly or indirectly, any Corporate Opportunities on Executive’sown behalf.

# 23.           Executive’s Cooperation.During the Employment Period and thereafter for a period of six (6) years,Executive shall cooperate with the Company and its Subsidiaries in any internalinvestigation, any administrative, regulatory or judicial proceeding or anydispute with a third party as reasonably requested by the Company (including,without limitation, Executive being available to the Company upon reasonablenotice for interviews and factual investigations, appearing at the Company’srequest to give testimony without requiring service of a subpoena or otherlegal process, volunteering to the Company all pertinent information andturning over to the Company all relevant documents which are or may come intoExecutive’s possession, all at times and on schedules that are reasonablyconsistent with Executive’s other permitted activities and commitments). In theevent the Company requires Executive’s 

12

----

# cooperation in accordancewith this paragraph after the Employment Period, the Company shall reimburseExecutive for reasonable travel expenses (including lodging and meals) uponsubmission of receipts.

# 24.           Tax Disclosures.Notwithstanding anything herein to the contrary, the Company and Executive andeach other party to the transaction contemplated hereby (and each affiliate andperson acting on behalf of any such party) agree that each party (and each employee,representative and other agent of such party) may disclose to any and allpersons, without, limitation of any kind, the tax treatment and tax structureof the transaction and all materials of any kind (including opinions or othertax analyses) that are provided to such party or such person relating to suchtax treatment and tax structure, except to the extent necessary to comply withany applicable federal or state securities laws. This authorization is notintended to permit disclosure of any other information, including, withoutlimitation (i) any portion of any materials to the extent not related to thetax treatment or tax structure of the transaction, (ii) the identities ofparticipants or potential participants in the transaction, (iii) the existenceor status of any negotiations, (iv) any pricing or financial information(except to the extent such pricing or financial information is related to thetax treatment or tax structure of the transaction) or (v) any other term ordetail not relevant to the tax treatment or the tax structure of thetransaction.

# 25.           Arbitration.

## (a)           Exceptwith respect to disputes and claims under Paragraphs5, 6and 7 hereof (which the parties hereto may pursue in any court ofcompetent jurisdiction and which may be pursued in any court of competentjurisdiction as specified below and with respect to which each party shall bearthe cost of its own attorneys’ fees and expenses, except to the extentotherwise required by applicable law), each party hereto agrees that arbitration,pursuant to the procedures set forth in the National Rules for the Resolutionof Employment Disputes of the American Arbitration Association (as adopted andeffective as of June 1, 1997 or such later version as may then be in effect)(the “AAA Rules”), shall be the sole and exclusive method for resolvingany claim or dispute (“Claim”) arising out of or relating to the rightsand obligations of the parties under this Agreement and the employment ofExecutive by the Company (including, without limitation, claims and disputesregarding employment discrimination, sexual harassment, termination anddischarge), whether such claim arose or the facts on which such Claim is basedoccurred prior to or after the execution and delivery of this Agreement.  The parties hereto agree that (i) onearbitrator shall be appointed pursuant to the AAA Rules to conduct any sucharbitration, (ii) all meetings of the parties and all hearings with respect toany such arbitration shall take place in Minneapolis, Minnesota, (iii) eachparty to the arbitration shall bear its own costs and expenses (including,without limitation, all attorneys’ fees and expenses, except to the extentotherwise provided by applicable law), (iv) all costs and expenses of thearbitration proceeding (such as filing fees, the arbitrator’s fees, hearingexpenses, etc.) shall be borne equally by the parties hereto. The parties agreethat the judgment, award or other determination of any arbitration under theAAA Rules shall be final, conclusive and binding on all of the parties hereto.Nothing in this Paragraph25 shall prohibit any party hereto frominstituting litigation to enforce any final judgment, award or determination ofthe arbitration. Each party hereto hereby irrevocably submits to thejurisdiction of the appropriate state courts sitting in Minneapolis, Minnesota,and agrees that either court shall be the exclusive forum for the enforcementof any such final judgment, award or determination of the arbitration.  Each party hereto irrevocably consents toservice of process by registered mail or personal service and waives anyobjection on the grounds of personal jurisdiction, venue or inconvenience ofthe forum.  Each party hereto furtheragrees that each other party hereto may initiate litigation in any court ofcompetent jurisdiction to execute any judicial judgment enforcing or notenforcing any award, judgment or determination of the arbitration.

## (b)           Notwithstandingthe foregoing, prior to any party hereto instituting any arbitration proceedinghereunder to resolve any Claim, such party first shall submit the Claim to amediation proceeding between the parties hereto which shall be governed by theprevailing procedures of the 

13

----

## American Arbitration Association and shall be conducted in Minneapolis,Minnesota. If the parties hereto have not agreed in writing to a resolution ofthe Claim pursuant to the mediation within 45 days after the commencementthereof of if any party refuses to participate in the mediation process, thenthe Claim may ‘be submitted to arbitration under Paragraph25(a)above.  Each party hereto shall bear itsown costs and expenses incurred in connection with the mediation, and all costsand expenses of the mediation proceeding shall be borne equally by the partieshereto.

# 26.           Effect of the Merger.  From and after the Effective Date, by virtueof the merger contemplated by the Merger Agreement whereupon the Company shallmerge with and into WII Components, with WII Components as the survivingcorporation and a Subsidiary of Parent, and without any action on the part ofany party hereto, all references herein to the “Company” shall be deemed torefer to “WII Components, Inc.”

# 27.           Effectiveness.  In the event that the transactionscontemplated by the Merger Agreement (including the merger contemplatedthereby) do not close for any reason, this Agreement shall be nullified andshall have no further force and effect.

*  * *  *  *  *

14

----

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date first written above.
|        | WII MERGER CORPORATION |
|--------|------------------------|
|   |                   |
|   | By:                    |   |   |
|   | Its:                   |   |   |
|   |                   |
|   |                   |
|   | WII HOLDING, INC.      |
|   |                   |
|   | By:                    |   |   |
|   | Its:                   |   |   |
|   |                   |
|   |                   |
|   |                   |   |
|   | Dale Herbst            |

 

----

Exhibit A

**GENERAL RELEASE**

I,                                 ,in  consideration of and subject to theperformance by                     ,a Delaware corporation (together with its subsidiaries, the “Company”)of its obligations under the Employment Agreement, dated as of                       (the “Agreement”), do hereby release and forever discharge as of thedate hereof the Company and its affiliates and all present and formerdirectors, officers, agents, representatives, employees, successors and assignsof the Company and its affiliates and the Company’s direct or indirect owners(collectively, the “Released Parties”) to the extent provided below.

# 1.     I understand that any payments or benefitspaid or granted to me under Paragraph 4(b) of the Agreement represent,in part, consideration for signing this General Release and are not salary,wages or benefits to which I was or may have been already entitled. Iunderstand and agree that I will not receive the payments and benefitsspecified in Paragraph 4(b) of the Agreement unless I execute thisGeneral Release and do not revoke this General Release within the time periodpermitted hereafter or breach this General Release.  Such payments and benefits will not beconsidered compensation for purposes of any employee benefit plan, program,policy or arrangement maintained or hereafter established by the Company or itsaffiliates.  I also acknowledge andrepresent that I have received all payments and benefits that I am entitled toreceive (as of the date hereof) by virtue of any employment by the Companyand/or any of its affiliates.

# 2.     Except (i) as provided in paragraph 4below, (ii) as provided in the Merger Agreement, (iii) as to suchindemnification rights provided by the Company to its directors and officers,in their capacity as such, to the maximum extent allowed by applicable law (iv)as to claims with respect to any earned but unpaid vacation and paid-time offthat has been accrued prior to Executive’s termination pursuant to the Company’sbenefits plans and policies and (v) for the provisions of the Agreement whichexpressly survive the termination of my employment with the Company and/or anyof its affiliates, I knowingly and voluntarily (for myself, my heirs,executors, administrators and assigns) release and forever discharge theCompany and the other Released Parties from any and all claims, suits,controversies, actions, causes of action, cross-claims, counter-claims,demands, debts, compensatory damages, liquidated damages, punitive or exemplarydamages, other damages, claims for costs and attorneys’ fees, or liabilities ofany nature whatsoever in law and in equity, both past and present (through thedate this General Release becomes effective and enforceable) and whether knownor unknown, suspected, or claimed against the Company or any of the ReleasedParties which I, my spouse, or any of my heirs, executors, administrators orassigns, may have, which arise out of or are connected with my employment with,or my separation or termination from, the Company (including, but not limitedto, any allegation, claim or violation, arising under: Title VII of the CivilRights Act of 1964, as amended; the Civil Rights Act of 1991; the AgeDiscrimination in Employment Act of 1967, as amended (including the OlderWorkers Benefit Protection Act); the Equal Pay Act of 1963, as amended; theAmericans with Disabilities Act of 1990; the Family and Medical Leave Act of1993; the Worker Adjustment Retraining and Notification Act; the EmployeeRetirement Income Security Act of 1974; any applicable Executive OrderPrograms; the Fair Labor Standards Act; or their state or local counterparts;or under any other federal, state or local civil or human rights law, or underany other local, state, or federal law, regulation or ordinance; or under anypublic policy, contract or tort, or under common law; or arising under anypolicies, practices or procedures of the Company and/or any of its affiliates;or any claim for wrongful discharge, breach of contract, infliction ofemotional distress, defamation; or any claim for costs, fees, or otherexpenses, including attorneys’ fees incurred in these matters) (all of theforegoing collectively referred to herein as the “Claims”).

----

# 3.     I represent that I have made no assignmentor transfer of any right, claim, demand, cause of action, or other mattercovered by paragraph 2 above.

# 4.     I agree that this General Release does notwaive or release any rights or claims that I may have under the AgeDiscrimination in Employment Act of 1967 which arise after the date I executethis General Release. I acknowledge and agree that my separation fromemployment with the Company and/or any of its affiliates in compliance with theterms of the Agreement shall not serve as the basis for any claim or action(including, without limitation, any claim under the Age Discrimination inEmployment Act of 1967).

# 5.     In signing this General Release, Iacknowledge and intend that it shall be effective as a bar to each and everyone of the Claims hereinabove mentioned or implied. I expressly consent thatthis General Release shall be given full force and effect according to each andall of its express terms and provisions, including those relating to unknownand unsuspected Claims (notwithstanding any state statute that expressly limitsthe effectiveness of a general release of unknown, unsuspected andunanticipated Claims), if any, as well as those relating to any other Claimshereinabove mentioned or implied. I acknowledge and agree that this waiver isan essential and material term of this General Release and that without suchwaiver the Company would not have agreed to the terms of the Agreement.  I further agree that in the event I shouldbring a Claim seeking damages against the Company or any of the other ReleasedParties, or in the event I should seek to recover against the Company or any ofthe Other Released Parties in any Claim brought by a governmental agency on mybehalf, this General Release shall serve as a complete defense to such Claims.I further agree that I am not aware of any pending claim of the type describedin paragraph 2 as of the execution of this General Release.

# 6.     [I represent that I am not aware of anyclaim by me other than the claims that are released by this Agreement.  I acknowledge that I may hereafter discoverclaims or facts in addition to or different than those which I now know orbelieve to exist with respect to the subject matter of this General Release andwhich,  if known or suspected at the timeof entering into this General Release, may have materially affected thisGeneral Release and my decision to enter into it.  Nevertheless, I hereby waive any right, claimor cause of action that might arise as a result of such different or additionalclaims or facts and I hereby expressly waive any and all rights and benefitsconfirmed upon me by the provisions of California Civil Code Section 1542,which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTINGTHE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENTWITH THE DEBTOR.”

Being aware of suchprovisions of law, I agree to expressly waive any rights I may have thereunder,as well as under any other statute or common law principles of similar effect.](1)

# 7.     I agree that neither this General Release,nor the furnishing of the consideration for this General Release, shall bedeemed or construed at any time to be an admission by the Company, any ReleasedParty or myself of any improper or unlawful conduct.

----

(1)          Tobe included as applicable.

----

# 8.     I agree that I will forfeit all amountspayable by the Company pursuant to the Agreement if I challenge the validity ofthis General Release. I also agree that if I violate this General Release bysuing the Company or the other Released Parties, I will pay all costs andexpenses of defending against the suit incurred by the Released Parties,including reasonable attorneys’ fees, and return all payments received by mepursuant to the Agreement.

# 9.     I agree that this General Release and theAgreement are confidential and agree not to disclose any information regardingthe terms of this General Release or the Agreement, except to my immediatefamily and any tax, legal or other counsel I have consulted regarding themeaning or effect hereof or as required by law, and I will instruct each of theforegoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (andeach affiliate and person acting on behalf of any such party) agree that eachparty (and each employee, representative, and other agent of such party) maydisclose to any and all persons, without limitation of any kind, the taxtreatment and tax structure of this transaction contemplated in the Agreementand all materials of any kind (including opinions or other tax analyses) thatare provided to such party or such person relating to such tax treatment andtax structure, except to the extent necessary to comply with any applicablefederal or state securities laws.  Thisauthorization is not intended to permit disclosure of any other informationincluding (without limitation) (i) any portion of any materials to theextent not related to the tax treatment or tax structure of this transaction, (ii) theidentities of participants or potential participants in the Agreement,(iii) any financial information (except to the extent such information isrelated to the tax treatment or tax structure of this transaction), or(iv) any other term or detail not relevant to the tax treatment or the taxstructure of this transaction.

# 10.   Any non-disclosure provision in this GeneralRelease does not prohibit or restrict me (or my attorney) from responding toany inquiry about this General Release or its underlying facts andcircumstances by the Securities and Exchange Commission (SEC), the NationalAssociation of Securities Dealers, Inc. (NASD), any other self-regulatoryorganization or governmental entity.

# 11.   I agree to reasonably cooperate with theCompany and its affiliates in any internal investigation, any administrative,regulatory, or judicial proceeding or any dispute with a third party. Iunderstand and agree that my cooperation may include, but not be limited to,making myself available to the Company and its affiliates upon reasonablenotice for interviews and factual investigations; appearing at the Company’srequest to give testimony without requiring service of a subpoena or otherlegal process; volunteering to the Company pertinent information; and turningover to the Company all relevant documents which are or may come into mypossession all at times and on schedules that are reasonably consistent with myother permitted activities and commitments. I understand that in the event theCompany asks for my cooperation in accordance with this provision, the Companywill reimburse me solely for reasonable travel expenses, (including lodging andmeals), upon my submission of receipts, and for my time, to the extent renderedat the Company’s request, at a reasonable consulting fee.

# 12.   I agree not to disparage the Company, itspast and present investors, officers, directors or employees or its affiliatesand to keep all confidential and proprietary information about the past orpresent business affairs of the Company and its affiliates confidential unlessa prior written release from the Company is obtained.  I further agree that as of the date hereof, Ihave returned to the Company any and all property, tangible or intangible,relating to its business, which I possessed or had control over at any time(including, but not limited to, company-provided credit cards, building oroffice access cards, keys, computer equipment, manuals, files, documents,records, software, customer data base and other data) and that I shall notretain any copies, compilations, extracts, excerpts, summaries or other notesof any such manuals, files, documents, records, software, customer data base orother data.

----

# 13.   Notwithstanding anything in this GeneralRelease to the contrary, this General Release shall not relinquish, diminish,or in any way affect any rights or claims arising out of any breach by theCompany or by any Released Party of the Agreement after the date hereof.

# 14.   Whenever possible, each provision of thisGeneral Release shall be interpreted in, such manner as to be effective andvalid under applicable law, but if any provision of this General Release isheld to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability shall not affect any other provision or any otherjurisdiction, but this General Release shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREETHAT:

(i)                                     IHAVE READ IT CAREFULLY;

(ii)                                  IUNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENTACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

(iii)                               IVOLUNTARILY CONSENT TO EVERYTHING IN IT;

(iv)                              IHAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVEDONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SOOF MY OWN VOLITION;

(v)                                 IHAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASESUBSTANTIALLY IN ITS FINAL FORM ON                       ,         TOCONSIDER IT AND THE CHANGES MADE SINCE THE                        ,         VERSION OFTHIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

(vi)                              THECHANGES TO THE AGREEMENT SINCE                        ,          EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

(vii)                           IUNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKEIT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THEREVOCATION PERIOD HAS EXPIRED;

(viii)                        IHAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICEOF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(ix)                                IAGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZEDREPRESENTATIVE OF THE COMPANY AND BY ME.

----

 
| DATE: |   |   |   |   |
|-------|--------|--------|--------|--------|

 

----

Exhibit B

Bonus Target Methodologiesfor Years Ended December 31, 2006 and December 31, 2007

INCENTIVECOMPENSATION

For each fiscalyear of the Company beginning after December 31, 2005, Executive shall earn, asincentive compensation, a percentage of his base salary, up to a maximum of80%. The incentive compensation will be determined on the basis of EBITDA ofthe Company.  Incentive compensationshall be determined as follows:

A.           For each percentagepoint (rounded up or down to the nearest whole number) that the Company’sEBITDA is greater than 85% of the Company’s projected aggregate EBITDA, up toand including 100%, Executive shall earn the product of 2.666% of his basesalary not to exceed 40%; and

B.             For each percentagepoint (rounded up or down to the nearest whole number) that the Company’sEBITDA is greater than 100% of the Company’s projected aggregate EBITDA, up toand including 125%, Executive shall earn 1.6% of his base salary not to exceed40%.

All calculationsthat are required to determine the amount of Executive’s incentive compensationfor a fiscal year shall be calculated as of December 31.  The Company shall pay Executive the amount ofincentive compensation that he has earned for a fiscal year, if any, within 75days after the end of the year.

For purposes ofdetermining Executive’s incentive compensation, the terms used in this exhibithave the following meanings:

“Base Salary”shall mean the total base salary paid to Executive in accordance with Paragraph3(a) of this Agreement during the applicable full fiscal year.

“ProjectedAggregate EBITDA” shall mean, for any year, the amount proposed by managementand approved by the Company’s Board of Directors in the Company’s annual planfor a fiscal year as the Company’s projected EBITDA.

----

Exhibit C

Form of StockPurchase Agreement

----