Exhibit (4)

                              STANDSTILL AGREEMENT

     STANDSTILL  AGREEMENT  dated as of  January  30,  2001  (this  "Agreement")
between  Exterior  Systems,  Inc.,  successor in interest to Amerimark  Building
Products,  Inc. ("Exterior Systems") and Owens-Corning Fiberglas Technology Inc.
("OC Technology").

                  PRELIMINARY STATEMENTS:

                  (1) Exterior Systems and OC Technology  entered into a certain
License Agreement, dated as of April 27, 1999 (the "License Agreement").

                  (2) On October 5, 2000 (the "Petition  Date"),  OC Technology,
Exterior  Systems and certain of their  affiliates  (collectively  with Exterior
Systems and OC Technology,  the "Debtors")  each filed a voluntary  petition for
relief under chapter 11 of title 11 of the United  States Code (the  "Bankruptcy
Code") in the U.S.  Bankruptcy Court for the District of Delaware (the "Court").
The Debtors  continue to operate their businesses and manage their properties as
debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

                  (3) Exterior  Systems and OC  Technology,  among others,  have
agreed to certain  restrictions (the "Restrictions") on cash transfers and other
transactions  among the Debtors and other affiliates during the Debtors' chapter
11 cases (the "Cases").

                  (4) In connection with the Restrictions,  Exterior Systems and
OC  Technology  now wish to agree that  during the  Standstill  Period  (defined
below) (i) in lieu of Exterior  Systems  making cash royalty  payments due after
the Petition Date to OC Technology under the License Agreement, such obligations
will accrue as administrative  claims under Sections 503(b) and 507(a)(1) of the
Bankruptcy  Code and (ii) OC Technology  will not exercise any remedies  against
Exterior Systems under the License  Agreement for such  non-payments  during the
Standstill Period in consideration of the undertakings set forth below.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and  agreements  contained  herein,  the parties hereto hereby
agree as follows:

                  SECTION 1.        Agreement to Standstill.
                                    -----------------------

                  (a) During the period (the "Standstill  Period") from the date
hereof until the date of  confirmation of a plan or plans of  reorganization  in
the Cases,  (i)  Exterior  Systems  shall not be required  to make cash  royalty
payments (the "Deferred  Payments") due after the Petition Date to OC Technology
at the times  specified under the License  Agreement and such Deferred  Payments
shall accrue as administrative claims under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code and (ii) OC Technology  will not exercise any enforcement  right
or remedy under the License Agreement against Exterior Systems.

                  (b) Nothing set forth in this  Agreement  shall  constitute  a
waiver of the rights of OC Technology with respect to any claim against Exterior
Systems arising under the License Agreement.

                  SECTION 2.        Bankruptcy Court Approval.  Exterior
Systems and OC Technology hereby agree to use reasonable best efforts to obtain
Court approval of this Agreement.

                  SECTION 3.  Termination  of Standstill  Agreement.  Each of OC
Technology and Exterior Systems shall have the right to terminate the Standstill
Period upon (i) the giving of 30 days' notice to the other  party;  or (ii) upon
the entry of an order  dismissing the Case of Exterior  Systems or OC Technology
or converting such Case to a case under chapter 7 of the Bankruptcy Code.

                  SECTION 4.  Amendments and Waivers.  No amendment or waiver of
any provision of this Agreement, and no consent with respect to any departure by
any party hereto therefrom, shall be effective unless the same is in writing and
signed  by each  party  hereto,  and then any such  waiver or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

                  SECTION 5.        Successors and Assigns.  This Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns.

                  SECTION  6.   Notices.   All   notices,   demands,   requests,
instructions  or other  communications  to be given under this  Agreement by any
party to this Agreement to any other party to this Agreement shall be in writing
and shall be duly given (i) upon receipt if personally delivered, (ii) when sent
if confirmed by  telecopier,  or (iii) upon  receipt  following  deposit with an
overnight courier to the respective addresses set forth below:

                  If to Exterior Systems, to:
                  Exterior Systems, Inc.
                  Owens Corning World Headquarters
                  One Owens Corning Parkway
                  Toledo, Ohio 43659
                  Attn:  General Counsel
                  Telecopier:  (419) 248-1720

                  If to OC Technology, to:
                  Owens-Corning Fiberglas Technology, Inc.
                  Owens Corning World Headquarters
                  One Owens Corning Parkway
                  Toledo, Ohio 43659
                  Attn:  Secretary
                  Telecopier:  (419) 248-1720

                  SECTION 12. Execution in  Counterparts.  This Agreement may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original and all of which taken together  shall  constitute but one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Agreement by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Agreement.

                  SECTION 13.       Governing Law.  This Agreement shall be
 governed by, and construed in accordance with, the laws of the State of
 Delaware.


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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their respective,  duly authorized  officers,  as of
the date first above written.

                                    EXTERIOR SYSTEMS, INC.


                                    By:  /s/ William F. Dent
                                    Name:  William F. Dent
                                    Title:    Vice President


                                    OWENS-CORNING FIBERGLAS TECHNOLOGY, INC.


                                    By:     /s/ Rodney A. Nowland
                                    Name:  Rodney A. Nowland
                                    Title:   Assistant Secretary


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