September 21, 1998


Mr. Geoffrey Foreman
2153 Larch Drive
Wooster, OH 44691

Dear Mr. Foreman:

         This letter will confirm Diamond Home Services, Inc.'s offer to you for
the position of President and Chief Operating Officer reporting to me, C.
Stephen Clegg, Chairman and Chief Executive Officer.

         This offer is contingent upon completion of a signed employment
application, a satisfactory background check performed by Diamond and the
Pinkerton Information Center, and your execution of the other documents
previously sent to you. Please complete, sign, and return the Application for
Employment, the Background Verification Acknowledgment and Authorization form
and the other documents.

         The particulars of this offer are as follows:


POSITION:                  President and Chief Operating Officer of Diamond Home
                           Services, Inc. and Diamond Exteriors, Inc.

BASE ANNUAL
SALARY:                    $275,000 to be paid in equal semi-monthly 
                           installments commencing on date work actually 
                           commences.

BONUS:                     a) Signing Bonus:
                           $100,000 ($50,000 paid upon starting and, provided
                           employment has not previously terminated, $25,000 to
                           be paid at December 31, 1998, and $25,000 to be paid
                           at June 30, 1999). Signing bonus to be promptly
                           repaid if you voluntarily terminate your employment
                           within two years of start date for the purpose of
                           accepting new employment or retiring.

                           b) 1999 bonus:
                           At least 15% of the corporate executive bonus pool.

STOCK OPTION
GRANT:                     120,000 shares under Incentive Stock Option Plan to 
                           be granted as of employment start date (to be treated
                           as qualified options to extent permitted under ISO 
                           Plan and Internal Revenue Code, otherwise to be
                           non-qualified)

                           Stock Price:          50,000 shares at the market
                                                 price on your employment start
                                                 date

                                                 50,000 shares at $13.00 per 
                                                 share (IPO)

                                                 20,000 shares at $20.00 per
                                                 share

                           Vesting:              Five years at 20% per year on
                                                 each employment anniversary
                                                 starting with the first
                                                 anniversary of start date
                                                 (right to have unvested options
                                                 vest shall terminate upon
                                                 termination of employment)

                           Future options will be provided under the Incentive
                           Stock Option Plan subject to the discretion of the
                           Compensation Committee and the Board.

SEVERANCE:                 Employment is at will, meaning that your employment
                           can be terminated for any reason not legally
                           prohibited or for no reason. If your employment is
                           terminated during the first three years of
                           employment, however, you will be entitled to one
                           year's base salary as severance unless employment
                           terminates as a result of resignation or for cause.
                           "Cause" shall mean indictment for or conviction of
                           any felony or any crime involving moral turpitude;
                           material misrepresentations or material omissions in
                           representations to the company or its board of
                           directors; violation of a material company policy;
                           or, as a result of your gross negligence or willful
                           misconduct, violation of any of your duties under
                           applicable law to the company, its board, or its
                           shareholders resulting in material economic harm to
                           the company or in a materially adverse effect on the
                           company, any business of the company, or any of the
                           company's operations, properties, prospects, or
                           business relationships.

GOVERNING LAW:             Illinois (without regard to conflicts of law
                           principles)

         In addition, Diamond will provide you with an auto allowance, full
company benefits, and reasonable relocation expense reimbursement.

         Due to government regulations, all employees must provide evidence of
identity and eligibility for employment within three days of hire. Please be
prepared to complete the forms by bringing the required documents with you.

         Your signature below constitutes your representation that you have no
non-compete or confidentiality obligations to Wayne-Dalton Corp. or any other
former employer that restricts or precludes your ability to perform your duties
as President and Chief Operating Officer as we have described those duties to be
as of this date.

         We look forward to your joining us. Should you have any questions
regarding the offer, please call me at 815/334-2405.

                                                  Sincerely,



                                                  C. Stephen Clegg

ACCEPTED:






Geoffrey H. Foreman