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                                                                   Exhibit 10.12



                                 AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "AMENDMENT"), dated as of September 30,
1998, among American Architectural Products Corporation, a Delaware corporation,
Eagle & Taylor Company, a Delaware corporation, Forte, Inc., an Ohio
corporation, Western Insulated Glass, Co., an Arizona corporation, Thermetic
Glass, Inc., a Delaware corporation, Binnings Building Products, Inc., a
Delaware corporation, Danvid Window Company, a Delaware corporation, Modern
Window Acquisition Corporation, a Delaware Corporation, American Glassmith
Acquisition Corporation, a Delaware corporation, VinylSource, Inc., a Delaware
corporation, Weather-Seal Acquisition Corporation, a Delaware corporation, Eagle
Window & Door Center, Inc., a Delaware corporation, Denver Window Acquisition
Corporation, a Delaware corporation, AAPC One Acquisition Corporation, a
Delaware corporation, and AAPC Two Acquisition Corporation, a Delaware
corporation (the "Borrowers"), the institutions parties hereto (the "LENDERS"),
and BankBoston, N.A., in its capacity as contractual representative for itself
and the other Lenders (the "AGENT") under that certain Credit Agreement, dated
as of June 9, 1998, as amended, by and among the Borrowers, the Lenders and the
Agent (the "CREDIT Agreement"). Defined terms used herein and not otherwise
defined herein shall have the meaning given to them in the Credit Agreement.

         WHEREAS, the Borrowers, the Lenders and the Agent have entered into the
Credit Agreement; and

         WHEREAS, the Borrowers, the Lenders and the Agent have agreed to amend
the Credit Agreement on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lenders and the Agent agree as
follows:

         1. AMENDMENT TO THE CREDIT AGREEMENT. Effective as of the date first
above written and subject to the execution of this amendment by the parties
hereto and the satisfaction of the conditions precedent set forth in SECTION 2
below, the Credit Agreement shall be and hereby is amended as follows:

         1.1      Section 7.1 (A)(vi) of the Credit Agreement is hereby amended
                  to insert immediately at the end thereof the following:

                           In addition, the Borrowers and their respective
                  Subsidiaries shall deliver to the Agent, on or before November
                  30, 1998, a plan and forecast (including a projected balance
                  sheet, income statement and a statement of cash flows) of each
                  Borrower and its respective Subsidiaries for the four fiscal
                  quarter period beginning October 1, 1998 and ending September
                  30, 1999.

         1.2      Section 7.4(B) of the Credit Agreement is hereby deleted and
                  replaced with the following:

                           (B) MINIMUM CONSOLIDATED NET WORTH. Holdings shall
                  not permit its Consolidated Net Worth as of September 30, 1998
                  to be less than $2,648,953 or at any time thereafter to be
                  less than the sum of (a) $3,115,045, PLUS (b) one hundred
                  percent (100%) of Net Income (if positive) for the fiscal
                  quarter ending June 30, 1998 PLUS (c) fifty percent (50%) of
                  Net Income (if positive) calculated separately for each fiscal
                  quarter ending after June 30, 1998, PLUS (d) one hundred
                  percent (100%) of net cash proceeds resulting from the
                  issuance by any Borrower of any Capital Stock.


         2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date above written, if, and only if, ( i) the Agent has received duly
executed originals of the Amendment from the Borrowers, 

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the Lenders and the Agent and (ii) the Agent shall have received an amendment
fee of $62,500 paid to it in immediately available funds for the account of each
Lender.

         3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. The Borrowers
hereby represent and warrant as follows:

                  (a)  This Amendment and the Credit Agreement, as amended
                       hereby, constitute legal, valid and binding obligations
                       of the Borrowers and are enforceable against the
                       Borrowers in accordance with their terms.

                  (b)  Upon the effectiveness of this Amendment, the Borrowers
                       hereby reaffirm all representations and warranties made
                       in the Credit Agreement, and to the extent the same are
                       not amended hereby, agree that all such representations
                       and warranties shall be deemed to have been remade as of
                       the date of delivery of the Amendment, unless and to the
                       extent that any such representation and warranty is
                       stated to relate solely to an earlier date, in which case
                       such representation and warranty shall be true and
                       correct as of such earlier date.

         4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

                  (a)  Upon the effectiveness of Section 1 hereof, on and after
                       the date hereof, each reference in the Credit Agreement
                       to "this Credit Agreement," "hereunder," "hereof,"
                       "herein" or words of like shall mean and be a reference
                       to the Credit Agreement as amended hereby.

                  (b)  The Credit Agreement, as amended hereby, and all other
                       documents, instruments and agreements executed and/or
                       delivered in connection therewith, shall remain in full
                       force and effect, and are hereby ratified and confirmed.

                  (c)  Except as expressly provided herein, the execution,
                       delivery and effectiveness of this Amendment shall not
                       operate as a waiver of any right, power or remedy of the
                       Agent or the Lenders, nor constitute a waiver of any
                       provision of the Credit Agreement or any other documents,
                       instruments and agreements executed and/or delivered in
                       connection therewith.

         5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to the conflict of law provisions)
of the State of Illinois.

         6. HEADINGS. Section headings in the Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         7. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
on the date first above written.


AMERICAN ARCHITECTURAL                     BANKBOSTON, N.A., individually
PRODUCTS CORPORATION                       and as Agent

EAGLE AND TAYLOR COMPANY                   By: /s/ William J. Sherald
                                               --------------------------------
                                               Name:  William J. Sherald
FORTE, INC.                                    Title: Vice President
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WESTERN INSULATED GLASS, CO.

THERMETIC GLASS, INC.

BINNINGS BUILDING PRODUCTS, INC.

DANVID WINDOW COMPANY

MODERN WINDOW ACQUISITION
CORPORATION

AMERICAN GLASSMITH ACQUISITION
CORPORATION

VINYLSOURCE, INC.

WEATHER-SEAL ACQUISITION
CORPORATION

EAGLE WINDOW & DOOR CENTER, INC.

DENVER WINDOW ACQUISITION
CORPORATION

AAPC ONE ACQUISITION CORPORATION

AAPC TWO ACQUISITION CORPORATION

By: /s/ Frank J. Amedia
   ------------------------------------------------
         (on behalf of the parties named above)
         Name:  Frank J. Amedia
         Title: President & Chief Executive Officer