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                                                                    EXHIBIT 10.2

                     BORROWER SECURITY AND PLEDGE AGREEMENT

         This BORROWER SECURITY AND PLEDGE AGREEMENT, dated as of April 19, 2002
(as amended, supplemented, amended and restated or otherwise modified from time
to time, this "Security Agreement"), is made by ASSOCIATED MATERIALS
INCORPORATED, a Delaware corporation (the "Grantor"), in favor of UBS AG,
STAMFORD BRANCH, as administrative agent (together with its successor(s) thereto
in such capacity, the "Administrative Agent") for each of the Secured Parties.

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Credit Agreement, dated as of April 19, 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among the Grantor, Associated Materials Holdings
Inc., the various financial institutions and other Persons as are or may become
parties thereto, as the Lenders, the Administrative Agent, Credit Suisse First
Boston, Cayman Islands Branch, as Syndication Agent, CIBC World Markets Corp.,
as Documentation Agent, and UBS Warburg LLC and Credit Suisse First Boston
Corporation, as Joint Lead Arrangers, the Lenders and the Issuers have extended
Commitments to make Credit Extensions to the Grantor; and

         WHEREAS, as a condition precedent to the making of the Credit
Extensions under the Credit Agreement, the Grantor is required to execute and
deliver this Security Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of each Secured Party, as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Security Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

         "Administrative Agent" is defined in the preamble.

         "Collateral" is defined in Section 2.1.

         "Collateral Account" is defined in clause (b) of Section 4.3.

         "Computer Hardware and Software Collateral" means:

                  (a) all computer and other electronic data processing
         hardware, integrated computer systems, central processing units, memory
         units, display terminals, printers,
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         features, computer elements, card readers, tape drives, hard and soft
         disk drives, cables, electrical supply hardware, generators, power
         equalizers, accessories and all peripheral devices and other related
         computer hardware;

                  (b) all software programs (including both source code, object
         code and all related applications and data files), whether now owned,
         licensed or leased or hereafter acquired by the Grantor, designed for
         use on the computers and electronic data processing hardware described
         in clause (a) above;

                  (c) all firmware associated therewith;

                  (d) all documentation (including flow charts, logic diagrams,
         manuals, guides and specifications) with respect to such hardware,
         software and firmware described in the preceding clauses (a) through
         (c); and

                  (e) all rights with respect to all of the foregoing, including
         any and all copyrights, licenses, options, warranties, service
         contracts, program services, test rights, maintenance rights, support
         rights, improvement rights, renewal rights and indemnifications and any
         substitutions, replacements, additions or model conversions of any of
         the foregoing.

         "Control Agreement" means an agreement in form and substance
satisfactory to the Administrative Agent which provides for the Administrative
Agent to have "control" (as defined in Section 8-106 of the UCC, as such term
relates to investment property (other than certificated securities or commodity
contracts), or as used in Section 9-106 of the UCC, as such term relates to
commodity contracts).

         "Copyright Collateral" means all copyrights of the Grantor, whether
statutory or common law, registered or unregistered and whether published or
unpublished, now or hereafter in force throughout the world including all of the
Grantor's rights, titles and interests in and to all copyrights registered in
the United States Copyright Office or anywhere else in the world and also
including the United States copyrights referred to in Schedule V hereto, and
registrations and recordings thereof and all applications for registration
thereof, whether pending or in preparation, all copyright licenses, the right to
sue for past, present and future infringements of any of the foregoing, all
rights corresponding thereto, all extensions and renewals of any thereof and all
proceeds of the foregoing, including licenses, royalties, income, payments,
claims, damages and proceeds of suit.

         "Credit Agreement" is defined in the first recital.

         "Distributions" means all non-cash dividends paid on Capital Stock,
liquidating dividends paid on Capital Stock, shares of Capital Stock resulting
from (or in connection with the exercise of) stock splits, reclassifications,
warrants, options, non-cash dividends, mergers, consolidations, and all other
distributions (whether similar or dissimilar to the foregoing) on or with
respect to any Capital Stock constituting Collateral, but excluding Dividends.

         "Dividends" means cash dividends and cash distributions with respect to
any Capital Stock constituting Collateral that are not a liquidating dividend.



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         "Grantor" is defined in the preamble.

         "Intellectual Property Collateral" means, collectively, the Computer
Hardware and Software Collateral, the Copyright Collateral, the Patent
Collateral, the Trademark Collateral and the Trade Secrets Collateral.

         "Patent Collateral" means:

                  (a) all letters patent and applications for letters patent
         throughout the world, including all patent applications in preparation
         for filing and each United States patent and patent application
         referred to in Schedule III hereto;

                  (b) all reissues, divisions, continuations,
         continuations-in-part, extensions, renewals and reexaminations of any
         of the items described in clause (a);

                  (c) all patent licenses, and other agreements providing the
         Grantor with the right to use any items of the type referred to in
         clauses (a) and (b) above; and

                  (d) all proceeds of, and rights associated with, the foregoing
         (including license royalties and proceeds of infringement suits), the
         right to sue third parties for past, present or future infringements of
         any patent or patent application, and for breach or enforcement of any
         patent license.

         "Receivables" is defined in clause (c) of Section 2.1.

         "Related Contracts" is defined in clause (c) of Section 2.1.

         "Securities Act" is defined in clause (a) of Section 6.2.

         "Security Agreement" is defined in the preamble.

         "Trademark Collateral" means:

                  (a)(i) all trademarks, trade names, corporate names, company
         names, business names, fictitious business names, trade styles, service
         marks, certification marks, collective marks, logos and other source or
         business identifiers, whether statutory or common law or registered or
         unregistered, and all goodwill of the business associated therewith,
         now existing or hereafter adopted or acquired including those
         registered in the United States Patent and Trademark Office and
         referred to in Schedule IV hereto, whether currently in use or not, all
         registrations and recordings thereof and all applications in connection
         therewith, whether pending or in preparation for filing, including
         registrations, recordings and applications in the United States Patent
         and Trademark Office or in any office or agency of the United States of
         America or any State thereof or any other country or political
         subdivision thereof or otherwise, and (ii) the right to obtain all
         reissues, extensions or renewals of the foregoing (collectively
         referred to as the "Trademark");



                                      -3-
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                  (b) all Trademark licenses for the grant by or to the Grantor
         of any right to use any Trademark; and

                  (c) all of the goodwill of the business connected with the use
         of, and symbolized by the items described in, clause (a), and to the
         extent applicable clause (b);

                  (d) the right to sue third parties for past, present and
         future infringements of any Trademark Collateral described in clause
         (a) and, to the extent applicable, clause (b); and

                  (e) all proceeds of, and rights associated with, the
         foregoing, including any claim by the Grantor against third parties for
         past, present or future infringement or dilution of any Trademark,
         Trademark registration or Trademark license, or for any injury to the
         goodwill associated with the use of any such Trademark or for breach or
         enforcement of any Trademark license and all rights corresponding
         thereto throughout the world.

         "Trade Secrets Collateral" means all common law and statutory trade
secrets and all other confidential, proprietary or useful information and all
know-how obtained by or used in or contemplated at any time for use in the
business of the Grantor (all of the foregoing being collectively called a "Trade
Secret"), whether or not such Trade Secret has been reduced to a writing or
other tangible form, including all documents and things embodying, incorporating
or referring in any way to such Trade Secret, all Trade Secret licenses, and
including the right to sue for and to enjoin and to collect damages for the
actual or threatened misappropriation of any Trade Secret and for the breach or
enforcement of any such Trade Secret license.

         SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Security Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

         SECTION 1.3. UCC Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the UCC are used in this Security Agreement (whether or not
capitalized herein), including its preamble and recitals, with such meanings.

                                   ARTICLE II
                                SECURITY INTEREST

         SECTION 2.1. Grant of Security Interest. The Grantor hereby assigns,
pledges, hypothecates, charges, mortgages, delivers and transfers to the
Administrative Agent, for its benefit and the ratable benefit of each other
Secured Party, and hereby grants to the Administrative Agent, for its benefit
and the ratable benefit of each other Secured Party, a continuing security
interest in all of the Grantor's right, title and interest in the following
property, whether tangible or intangible, whether now or hereafter existing,
owned or acquired by the Grantor, and wherever located (collectively, the
"Collateral"):

                  (a) (i) all investment property in which the Grantor has an
         interest (including the Capital Stock of each issuer of such Capital
         Stock described in Schedule I hereto) and (ii) all other Capital Stock
         which are interests in limited liability companies or



                                      -4-
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         partnerships in which the Grantor has an interest (including the
         Capital Stock of each issuer of such Capital Stock described in
         Schedule I hereto), in each case together with Dividends and
         Distributions payable in respect of the Collateral described in the
         foregoing clauses (a)(i) and (a)(ii);

                  (b) all goods, including all equipment and inventory in all of
         its forms;

                  (c) all accounts, contracts, contract rights, chattel paper,
         documents, instruments, promissory notes and general intangibles
         (including tax refunds and all payment intangibles), whether or not
         arising out of or in connection with the sale or lease of goods or the
         rendering of services, and all rights now or hereafter existing in and
         to all security agreements, guaranties, leases and other contracts
         securing or otherwise relating to any such accounts, contracts,
         contract rights, chattel paper, documents, instruments, promissory
         notes, general intangibles and payment intangibles (all of the
         foregoing collectively referred to as the "Receivables", and any and
         all such security agreements, guaranties, leases and other contracts
         collectively referred to as the "Related Contracts");

                  (d) all Intellectual Property Collateral;

                  (e) all deposit accounts;

                  (f) all letter of credit rights;

                  (g) all commercial tort claims in which the Grantor has rights
         (including as a plaintiff);

                  (h) the Collateral Account, all cash, checks, drafts, notes,
         bills of exchange, money orders, other like instruments and all
         investment property held in the Collateral Account (or in any
         sub-account thereof) and all interest and earnings in respect thereof;

                  (i) all books, records, writings, data - bases, information
         and other property relating to, used or useful in connection with,
         evidencing, embodying, incorporating or referring to, any of the
         foregoing in this Section;

                  (j) all other property and rights of every kind and
         description and interests therein; and

                  (k) all products, offspring, rents, issues, profits, returns,
         income, supporting obligations and proceeds of and from any and all of
         the foregoing Collateral (including proceeds which constitute property
         of the types described in clauses (a) through (j), and, to the extent
         not otherwise included, all payments under insurance (whether or not
         the Administrative Agent is the loss payee thereof), or any indemnity,
         warranty or guaranty, payable by reason of loss or damage to or
         otherwise with respect to any of the foregoing Collateral).

Notwithstanding the foregoing, "Collateral" shall not include (i) the Grantor's
real property leaseholds, (ii) any general intangibles or other rights arising
under any contracts, instruments, licenses or other documents as to which the
grant of a security interest would (A) constitute a


                                      -5-
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violation of a valid and enforceable restriction in favor of a third party on
such grant, unless and until any required consents shall have been obtained, or
(B) give any other party to such contract, instrument, license or other document
the right to terminate its obligations thereunder, or (iii) investment property
consisting of Capital Stock of an issuer that is a Foreign Subsidiary (other
than a Foreign Subsidiary that (x) is treated as a partnership under the Code,
other than a partnership that owns, directly or indirectly in excess of 65% of
the total voting power of all Capital Stock of an entity organized under the
laws of any jurisdiction outside the United States that is treated as a
"controlled foreign corporation" within the meaning of section 957(a) of the
Code or (y) for U.S. federal income tax purposes, is not treated as an entity
that is separate from (A) the Grantor; (B) any Person that is treated as a
partnership under the Code, other than a partnership that owns, directly or
indirectly in excess of 65% of the total voting power of all Capital Stock of an
entity organized under the laws of any jurisdiction outside the United States
that is treated as a "controlled foreign corporation" within the meaning of
section 957(a) of the Code or (C) any "United States person" (as defined in
Section 7701(a)(30) of the Code)) of the Grantor, in excess of 65% of the total
combined voting power of all Capital Stock of each such Foreign Subsidiary.

         SECTION 2.2. Security for Obligations. This Security Agreement and the
Collateral in which the Administrative Agent for the benefit of the Secured
Parties is granted a security interest hereunder by the Grantor secure the
payment of all Obligations now or hereafter existing.

         SECTION 2.3. Grantor Remains Liable. Anything herein to the contrary
notwithstanding

                  (a) the Grantor will remain liable under the contracts and
         agreements included in the Collateral to the extent set forth therein,
         and will perform all of its duties and obligations under such contracts
         and agreements to the same extent as if this Security Agreement had not
         been executed;

                  (b) the exercise by the Administrative Agent of any of its
         rights hereunder will not release the Grantor from any of its duties or
         obligations under any such contracts or agreements included in the
         Collateral; and

                  (c) no Secured Party will have any obligation or liability
         under any contracts or agreements included in the Collateral by reason
         of this Security Agreement, nor will any Secured Party be obligated to
         perform any of the obligations or duties of the Grantor thereunder or
         to take any action to collect or enforce any claim for payment assigned
         hereunder.

         SECTION 2.4. Dividends on Pledged Shares. In the event that any
Dividend with respect to any Capital Stock pledged hereunder is permitted to be
paid (in accordance with the Credit Agreement), such Dividend or payment may be
paid directly to the Grantor. If any Dividend or payment is paid in
contravention of the Credit Agreement, the Grantor shall hold the same
segregated and in trust for the Administrative Agent until paid to the
Administrative Agent in accordance with Section 4.1.5 hereto.



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         SECTION 2.5. Security Interest Absolute, etc. This Security Agreement
shall in all respects be a continuing, absolute, unconditional and irrevocable
grant of security interest, and shall remain in full force and effect until the
Termination Date. All rights of the Secured Parties and the security interests
granted to the Administrative Agent (for its benefit and the ratable benefit of
each other Secured Party) hereunder, and all obligations of the Grantor
hereunder, shall, in each case, be absolute, unconditional and irrevocable
irrespective of:

                  (a) any lack of validity, legality or enforceability of any
         Loan Document;

                  (b) the failure of any Secured Party (i) to assert any claim
         or demand or to enforce any right or remedy against any Obligor or any
         other Person (including any other Guarantor) under the provisions of
         any Loan Document or otherwise, or (ii) to exercise any right or remedy
         against any guarantor (including any Guarantor) of, or collateral
         securing, any Obligations;

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any part of the Obligations, or any other
         extension, compromise or renewal of any Obligation;

                  (d) any reduction, limitation, impairment or termination of
         any Obligations for any reason, including any claim of waiver, release,
         surrender, alteration or compromise, and shall not be subject to (and
         the Grantor hereby waives any right to or claim of) any defense or
         setoff, counterclaim, recoupment or termination whatsoever by reason of
         the invalidity, illegality, nongenuineness, irregularity, compromise,
         unenforceability of, or any other event or occurrence affecting, any
         Obligations or otherwise;

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to or departure from, any of the terms
         of any Loan Document;

                  (f) any addition, exchange or release of any collateral or of
         any Person that is (or will become) a guarantor (including the Grantor)
         of the Obligations, or any surrender or non-perfection of any
         collateral, or any amendment to or waiver or release or addition to, or
         consent to or departure from, any other guaranty held by any Secured
         Party securing any of the Obligations; or

                  (g) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, any
         Obligor, any surety or any guarantor.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Secured Parties to enter into the Credit
Agreement and make Credit Extensions thereunder, and to induce Secured Parties
to enter into Rate Protection Agreements, the Grantor represents and warrants to
each Secured Party as set forth below.



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         SECTION 3.1. As to Capital Stock of Subsidiaries. With respect to any
Subsidiary of the Grantor that is

                  (a) a corporation, business trust, joint stock company or
         similar Person, all Capital Stock issued by such Subsidiary is duly
         authorized and validly issued, fully paid and non-assessable; and

                  (b) a partnership or limited liability company, no Capital
         Stock issued by such Subsidiary (i) is dealt in or traded on securities
         exchanges or in securities markets, (ii) is expressly provided in such
         Subsidiary's Organic Documents to be a security governed by Article 8
         of the UCC or (iii) is held in a securities account.

The percentage of the issued and outstanding Capital Stock of each Subsidiary
pledged by the Grantor hereunder is as set forth on Schedule I hereto.

         SECTION 3.2. Grantor Name, Location, etc. The jurisdiction in which the
Grantor is located for purposes of Sections 9-301 and 9-307 of the UCC is set
forth in Item A of Schedule II hereto. Set forth in Item B of Schedule II hereto
is each location a secured party would have filed a UCC financing statement
prior to July 1, 2001 (or October 1, 2001 if the location is Connecticut and
January 1, 2002 if the location is Alabama, Florida or Mississippi) to perfect a
security interest in equipment, inventory and general intangibles owned by the
Grantor. The Grantor does not have any trade names other than those set forth in
Item C of Schedule II hereto. During the four months preceding the date hereof,
the Grantor has not been known by any legal name different from the one set
forth on the signature page hereto, nor has the Grantor been the subject of any
merger or other corporate reorganization, except as set forth in Item D of
Schedule II hereto. The name set forth on the signature page hereto is the true
and correct name of the Grantor. The Grantor's federal taxpayer identification
number is (and, during the four months preceding the date hereof, the Grantor
has not had a federal taxpayer identification number different from that) set
forth in Item E of Schedule II hereto. If the Collateral of the Grantor includes
any inventory located in the State of California, the Grantor is not a "retail
merchant" within the meaning of Section 9102 of the California UCC. On the
Closing Date, the Grantor is not a party to any material federal, state or local
government contract except as set forth in Item F of Schedule II hereto.

         SECTION 3.3. Ownership, No Liens, etc. The Grantor owns its Collateral
free and clear of any Lien, except for Liens (a) created by this Security
Agreement, and, (b) in the case of Collateral other than the Capital Stock of
each Subsidiary pledged hereunder, permitted by the Credit Agreement. No
effective financing statement or other filing similar in effect covering any
Collateral is on file in any recording office, except those filed in favor of
the Administrative Agent relating to this Security Agreement or those filed in
connection with Liens permitted by the Credit Agreement or as to which a duly
executed termination statement relating to such financing statement or other
instrument has been delivered to the Administrative Agent on the Closing Date.

         SECTION 3.4. Possession of Inventory, etc. The Grantor agrees that it
will maintain exclusive possession of its goods, instruments, promissory notes
and inventory, other than (a) inventory in transit in the ordinary course of
business, (b) inventory which is in the


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possession or control of a warehouseman, bailee agent or other Person in the
ordinary course of business (other than a Person controlled by or under common
control with the Grantor) that upon the reasonable request of the Administrative
Agent, has been notified of the security interest created in favor of the
Secured Parties pursuant to this Security Agreement, and has agreed to hold such
inventory subject to the Secured Parties' Lien and waive any Lien held by it
against such inventory, and (c) instruments or promissory notes that have been
delivered to the Administrative Agent pursuant to Section 3.5.

         SECTION 3.5. Negotiable Documents, Instruments and Chattel Paper. The
Grantor has delivered to the Administrative Agent possession of all originals of
all negotiable documents, instruments, promissory notes and chattel paper that
have a principal amount, or value, in excess of $50,000 and are owned or held by
the Grantor on the Closing Date; provided that no more than $500,000 in
principal amount, or value, of the foregoing shall be excluded from the delivery
request.

         SECTION 3.6. Intellectual Property Collateral. With respect to any
Intellectual Property Collateral the loss, impairment or infringement of which
could reasonably be expected to have a Material Adverse Effect:

                  (a) such Intellectual Property Collateral is subsisting and
         has not been adjudged invalid or unenforceable, in whole or in part;

                  (b) such Intellectual Property Collateral is valid and
         enforceable;

                  (c) the Grantor has made all necessary filings and
         recordations to protect its interest in such Intellectual Property
         Collateral that are registered, issued, or for which applications are
         pending, including recordations of all of its interests in the Patent
         Collateral and Trademark Collateral in the United States Patent and
         Trademark Office and (subject to the terms of the Credit Agreement) in
         corresponding offices throughout the world, where necessary, and its
         claims to the Copyright Collateral in the United States Copyright
         Office and (subject to the terms of the Credit Agreement) in
         corresponding offices throughout the world, where necessary;

                  (d) the Grantor is the exclusive owner of the entire and
         unencumbered right, title and interest in and to the owned Intellectual
         Property Collateral and no claim has been made that the use of such
         owned Intellectual Property Collateral does or may violate the asserted
         rights of any third party; and

                  (e) the Grantor has performed and will continue to perform in
         all material respects all acts and has paid and will continue to pay
         all required fees and taxes to prosecute and maintain each and every
         such item of Intellectual Property Collateral in full force and effect
         throughout the world, as applicable.

The Grantor owns directly or is entitled to use by license or otherwise, all
patents, Trademarks, Trade Secrets, copyrights, mask works, licenses,
technology, know-how, processes and rights with respect to any of the foregoing
used in, necessary for the conduct of the Grantor's business, except where the
failure to so own or be entitled to use could not reasonably be expected to have
a Material Adverse Effect.



                                      -9-
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         SECTION 3.7. Validity, etc. This Security Agreement creates a valid
security interest in the Collateral securing the payment of the Obligations. The
Grantor has filed or caused to be filed or will promptly file or cause to be
filed all Filing Statements in the appropriate offices therefor (or has
authenticated and delivered to the Administrative Agent Filing Statements
suitable for filing in such offices) or and has taken or will promptly take all
of the actions necessary to create perfected and (in the case of Collateral
other than the Capital Stock of each Subsidiary pledged hereunder, subject to
the Credit Agreement) first-priority security interests in the applicable
Collateral to the extent that such security interest can be perfected by a
filing under the UCC, in the United States Copyright Office or in the United
States Patent and Trademark Office, or in the case of Capital Stock (if
certificated) and promissory notes, by delivery to the Administrative Agent.

         SECTION 3.8. Authorization, Approval, etc. Except as have been obtained
or made and are in full force and effect, no authorization, approval or other
action by, and no notice to or filing with, any Governmental Authority is
required either

                  (a) for the grant by the Grantor of the security interest
         granted hereby, the pledge by the Grantor of any Collateral pursuant
         hereto or for the execution, delivery and performance of this Security
         Agreement by the Grantor;

                  (b) for the perfection of or the exercise by the
         Administrative Agent of its rights and remedies hereunder; or

                  (c) for the exercise by the Administrative Agent of the voting
         or other rights provided for in this Security Agreement, except (i)
         with respect to any securities issued by a Subsidiary of the Grantor,
         as may be required in connection with a disposition of such securities
         by laws affecting the offering and sale of securities generally, the
         remedies in respect of the Collateral pursuant to this Security
         Agreement, (ii) any "change of control" or similar filings required by
         state licensing agencies and (iii) for any filings or notice required
         to be delivered to a Governmental Authority in connection with
         governmental Receivables.

                                   ARTICLE IV
                                    COVENANTS

         The Grantor covenants and agrees that, until the Termination Date, the
Grantor will perform, comply with and be bound by the obligations set forth
below.

         SECTION 4.1. As to Investment Property, etc.

         SECTION 4.1.1. Capital Stock of Subsidiaries. The Grantor will not
allow any of its Subsidiaries that is

                  (a) a corporation, business trust, joint stock company or
         similar Person, to issue uncertificated securities; and



                                      -10-
<PAGE>
                  (b) a partnership or limited liability company, to (i) issue
         Capital Stock that is to be dealt in or traded on securities exchanges
         or in securities markets, (ii) expressly provide in its Organic
         Documents that its Capital Stock is a security governed by Article 8 of
         the UCC, or (iii) place such Subsidiary's Capital Stock in a securities
         account,

unless, in each case, all actions are taken by the Grantor to grant to the
Administrative Agent a perfected first priority security interest in such
Collateral.

         SECTION 4.1.2. Investment Property (other than Certificated
Securities). With respect to any investment property (other than certificated
securities) owned by the Grantor, the Grantor will use commercially reasonable
efforts to cause a Control Agreement relating to such investment property to be
executed and delivered by the Grantor and the applicable financial intermediary
in favor of the Administrative Agent; provided that if, after using commercially
reasonable efforts, the Grantor shall fail to cause such Control Agreement to be
executed and delivered by such financial intermediary, the Grantor shall, upon
the request of the Administrative Agent, transfer such investment property to a
financial intermediary mutually satisfactory to the Administrative Agent that
has agreed to execute and deliver such Control Agreement.

         SECTION 4.1.3. Stock Powers, etc. The Grantor agrees that all
certificated securities delivered by the Grantor pursuant to this Security
Agreement will be accompanied by duly executed undated blank stock powers, or
other equivalent instruments of transfer acceptable to the Administrative Agent.

         SECTION 4.1.4. Continuous Pledge. The Grantor will (subject to the
terms of the Credit Agreement and this Security Agreement) deliver to the
Administrative Agent and at all times keep pledged to the Administrative Agent
pursuant hereto, on a first-priority, perfected basis all investment property
constituting Collateral, all Dividends and Distributions with respect thereto,
all payment intangibles to the extent they are evidenced by a document,
instrument, promissory note or chattel paper, and all interest and principal
with respect to such payment intangibles, and all proceeds and rights from time
to time received by or distributable to the Grantor in respect of any of the
foregoing Collateral. The Grantor agrees that it will, promptly following
receipt thereof, deliver to the Administrative Agent possession of all originals
of negotiable documents, instruments, promissory notes and chattel paper that
have a principal amount, or value, in excess of $50,000 that it acquires
following the Closing Date; provided that no more than $500,000 in principal
amount, or value, of the foregoing shall be excluded from the delivery request.

         SECTION 4.1.5. Voting Rights; Dividends, etc. The Grantor agrees:

                  (a) promptly upon receipt of notice of the occurrence and
         continuance of an Event of Default from the Administrative Agent and
         upon request therefor by the Administrative Agent (although no such
         request shall be required if an Event of Default under Section 8.1.9 of
         the Credit Agreement has occurred and is continuing), so long as such
         Event of Default shall continue, to deliver (properly endorsed where
         required hereby or requested by the Administrative Agent) to the
         Administrative Agent all Dividends and Distributions with respect to
         investment property, all interest, principal, other cash payments on
         payment intangibles, and all proceeds of the Collateral, in each case



                                      -11-
<PAGE>
         thereafter received by the Grantor, all of which shall be held by the
         Administrative Agent as additional Collateral; and

                  (b) after any Event of Default shall have occurred and be
         continuing and the Administrative Agent has notified the Grantor of the
         Administrative Agent's intention to exercise its voting power under
         this clause,

                           (i) that the Administrative Agent may exercise (to
                  the exclusion of the Grantor) the voting power and all other
                  incidental rights of ownership with respect to any investment
                  property constituting Collateral and the Grantor hereby grants
                  the Administrative Agent an irrevocable proxy, exercisable
                  under such circumstances, to vote such investment property;
                  and

                           (ii) to promptly deliver to the Administrative Agent
                  such additional proxies and other documents as may be
                  necessary to allow the Administrative Agent to exercise such
                  voting power.

All Dividends, Distributions, interest, principal, cash payments, payment
intangibles and proceeds which may at any time and from time to time be held by
the Grantor but which the Grantor is then obligated to deliver to the
Administrative Agent pursuant to the terms of this Security Agreement, shall,
until delivery to the Administrative Agent, be held by the Grantor separate and
apart from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in clause (b), the Grantor will have the exclusive voting power with
respect to any investment property constituting Collateral and the
Administrative Agent will, upon the written request of the Grantor, promptly
deliver such proxies and other documents, if any, as shall be reasonably
requested by the Grantor which are necessary to allow the Grantor to exercise
that voting power; provided that no vote shall be cast, or consent, waiver, or
ratification given, or action taken by the Grantor that would impair any such
Collateral or be inconsistent with or violate any provision of any Loan
Document.

         SECTION 4.2. Change of Name, etc. The Grantor will not change its name
or place of incorporation or organization or federal taxpayer identification
number except upon 30 days' prior written notice to the Administrative Agent. If
the Grantor is organized outside of the United States, it will not change its
"location" as determined in accordance with Section 9-301 and 9-307 of the UCC
and as set forth in Item A of Schedule II hereto except upon 30 days' prior
written notice to the Administrative Agent.

         SECTION 4.3. As to Receivables.

                  (a) The Grantor shall have the right to collect all
         Receivables so long as no Event of Default shall have occurred and be
         continuing.

                  (b) Upon (i) the occurrence and continuance of an Event of
         Default and (ii) the delivery of written notice by the Administrative
         Agent to the Grantor, all proceeds of Receivables constituting
         Collateral received by the Grantor shall be delivered in kind to the
         Administrative Agent for deposit to a deposit account (the "Collateral
         Account") of


                                      -12-
<PAGE>
         the Grantor maintained with the Administrative Agent, and the Grantor
         shall not commingle any such proceeds, and shall hold separate and
         apart from all other property, all such proceeds in express trust for
         the benefit of the Administrative Agent until delivery thereof is made
         to the Administrative Agent; provided that any amounts remaining in the
         Collateral Account which were received and deposited pursuant to this
         clause (b) are to be returned to the Grantor if such Event of Default
         is cured or otherwise ceases and there is no longer any Event of
         Default that is continuing.

                  (c) Following the delivery of notice pursuant to clause
         (b)(ii) of this Section and so long as an Event of Default is
         continuing, the Administrative Agent shall have the right to apply any
         amount in the Collateral Account to the payment of any Obligations
         which are due and payable.

                  (d) With respect to the Collateral Account, it is hereby
         confirmed and agreed that (i) deposits in each Collateral Account are
         subject to a security interest as contemplated hereby, (ii) each such
         Collateral Account shall be under the sole dominion and control of the
         Administrative Agent and (iii) the Administrative Agent shall have the
         sole right of withdrawal over such Collateral Account.

         SECTION 4.4. As to Collateral.

                  (a) Subject to clause (b) of this Section, the Grantor (i) may
         in the ordinary course of its business, at its own expense, sell, lease
         or furnish under the contracts of service any of the inventory normally
         held by the Grantor for such purpose, and use and consume, in the
         ordinary course of its business, any raw materials, work in process or
         materials normally held by the Grantor for such purpose, (ii) will, at
         its own expense, endeavor to collect, as and when due, all amounts due
         with respect to any of the Collateral, including the taking of such
         action with respect to such collection as the Administrative Agent may
         reasonably request following the occurrence and during the continuance
         of an Event of Default or, in the absence of such request, as the
         Grantor may deem advisable, and (iii) may grant, in the ordinary course
         of business, to any party obligated on any of the Collateral, any
         rebate, refund or allowance to which such party may be lawfully
         entitled, and may accept, in connection therewith, the return of goods,
         the sale or lease of which shall have given rise to such Collateral.

                  (b) At any time following the occurrence and during the
         continuance of a an Event of Default, whether before or after the
         maturity of any of the Obligations, the Administrative Agent may upon
         written notice to the Grantor, (i) revoke any or all of the rights of
         the Grantor set forth in clause (a), (ii) notify any parties obligated
         on any of the Collateral to make payment to the Administrative Agent of
         any amounts due or to become due thereunder and (iii) enforce
         collection of any of the Collateral by suit or otherwise and surrender,
         release, or exchange all or any part thereof, or compromise or extend
         or renew for any period (whether or not longer than the original
         period) any indebtedness thereunder or evidenced thereby.

                  (c) Upon request of the Administrative Agent following the
         occurrence and during the continuance of an Event of Default, the
         Grantor will, at its own expense, notify


                                      -13-
<PAGE>
         any parties obligated on any of the Collateral to make payment to the
         Administrative Agent of any amounts due or to become due thereunder.

                  (d) At any time following the occurrence and during the
         continuation of an Event of Default, the Administrative Agent may
         endorse, in the name of the Grantor, any item, howsoever received by
         the Administrative Agent, representing any payment on or other proceeds
         of any of the Collateral.

         SECTION 4.5. As to Intellectual Property Collateral. The Grantor
covenants and agrees to comply with the following provisions as such provisions
relate to any Intellectual Property Collateral material to the operations or
business of the Grantor:

                  (a) the Grantor will use commercially reasonable efforts to
         not (i) do or fail to perform any act whereby any of the Patent
         Collateral may lapse or become abandoned or dedicated to the public or
         unenforceable, (ii) permit any of its licensees to (A) fail to continue
         to use any of the Trademark Collateral in order to maintain all of the
         Trademark Collateral in full force free from any claim of abandonment
         for non-use, (B) fail to maintain as in the past the quality of
         products and services offered under all of the Trademark Collateral,
         (C) fail to employ all of the Trademark Collateral registered with any
         federal or state or foreign authority with an appropriate notice of
         such registration, (D) adopt or use any other Trademark which is
         confusingly similar or a colorable imitation of any of the Trademark
         Collateral, (E) use any of the Trademark Collateral registered with any
         federal, state or foreign authority except for the uses for which
         registration or application for registration of all of the Trademark
         Collateral has been made or (F) do or permit any act or knowingly omit
         to do any act whereby any of the Trademark Collateral may lapse or
         become invalid or unenforceable, or (iii) do or permit any act or
         knowingly omit to do any act whereby any of the Copyright Collateral or
         any of the Trade Secrets Collateral may lapse or become invalid or
         unenforceable or placed in the public domain except upon expiration of
         the end of an unrenewable term of a registration thereof, unless, in
         the case of any of the foregoing requirements in clauses (i), (ii) and
         (iii), the Grantor shall either (x) reasonably and in good faith
         determine that any of such Intellectual Property Collateral is of
         immaterial economic value to the Grantor, or (y) have a valid business
         purpose to do otherwise;

                  (b) the Grantor shall promptly notify the Administrative Agent
         if it knows, or has reason to know, that any application or
         registration relating to any material item of the Intellectual Property
         Collateral may become abandoned or dedicated to the public or placed in
         the public domain or invalid or unenforceable, or of any adverse
         determination or development (including the institution of, or any such
         determination or development in, any proceeding in the United States
         Patent and Trademark Office, the United States Copyright Office or any
         foreign counterpart thereof or any court) regarding the Grantor's
         ownership of any of the Intellectual Property Collateral, its right to
         register the same or to keep and maintain and enforce the same;

                  (c) in no event will the Grantor or any of its agents,
         employees, designees or licensees file an application for the
         registration of any Intellectual Property Collateral with the United
         States Patent and Trademark Office, the United States Copyright Office


                                      -14-
<PAGE>
         or any similar office or agency in any other country or any political
         subdivision thereof, unless it informs the Administrative Agent within
         60 days after such filing, and upon request of the Administrative Agent
         (subject to the terms of the Credit Agreement), executes and delivers
         all agreements, instruments and documents as the Administrative Agent
         may reasonably request to evidence the Administrative Agent's security
         interest in such Intellectual Property Collateral;

                  (d) the Grantor will use commercially reasonable efforts,
         including in any proceeding before the United States Patent and
         Trademark Office, the United States Copyright Office or (subject to the
         terms of the Credit Agreement) any similar office or agency in any
         other country or any political subdivision thereof, to maintain and
         pursue any application (and to obtain the relevant registration) filed
         with respect to, and to maintain any registration of, any material
         Intellectual Property Collateral, including the filing of applications
         for renewal, affidavits of use, affidavits of incontestability and
         opposition, interference and cancellation proceedings and the payment
         of fees and taxes (except to the extent that dedication, abandonment or
         invalidation is permitted under the foregoing clause (a) or (b)); and

                  (e) the Grantor will promptly (but no less than quarterly)
         execute and deliver to the Administrative Agent (as applicable) a
         Patent Security Agreement, Trademark Security Agreement and/or
         Copyright Security Agreement, as the case may be, in the forms of
         Exhibit A, Exhibit B and Exhibit C hereto following its obtaining an
         interest in any such registered, issued or pending Intellectual
         Property, and shall execute and deliver to the Administrative Agent any
         other document required to acknowledge or register or perfect the
         Administrative Agent's interest in any part of such item of
         Intellectual Property Collateral unless the Grantor shall determine in
         good faith that any Intellectual Property Collateral is of immaterial
         economic value to the Grantor.

         SECTION 4.6. Further Assurances, etc. The Grantor agrees that, from
time to time at its own expense, it will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or that the Administrative Agent may reasonably request, in order to
perfect, preserve and protect any security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral. Without limiting
the generality of the foregoing, the Grantor will

                  (a) from time to time upon the request of the Administrative
         Agent, promptly deliver to the Administrative Agent such stock powers,
         instruments and similar documents, reasonably satisfactory in form and
         substance to the Administrative Agent, with respect to such Collateral
         as the Administrative Agent may reasonably request and will, from time
         to time upon the request of the Administrative Agent after the
         occurrence and during the continuance of any Event of Default promptly
         transfer any securities constituting Collateral into the name of any
         nominee designated by the Administrative Agent; if any Collateral shall
         be evidenced by an instrument, negotiable document, promissory note or
         chattel paper, deliver and pledge to the Administrative Agent hereunder
         such instrument, negotiable document, promissory note or chattel paper
         duly


                                      -15-
<PAGE>
         endorsed and accompanied by duly executed instruments of transfer or
         assignment, all in form and substance satisfactory to the
         Administrative Agent;

                  (b) file (or cause to be filed) such Filing Statements or
         continuation statements, or amendments thereto, and such other
         instruments or notices (including any assignment of claim form under or
         pursuant to the federal assignment of claims statute, 31 U.S.C. Section
         3726, any successor or amended version thereof or any regulation
         promulgated under or pursuant to any version thereof), as may be
         necessary or that the Administrative Agent may reasonably request in
         order to perfect and preserve the security interests and other rights
         granted or purported to be granted to the Administrative Agent hereby;

                  (c) deliver to the Administrative Agent and at all times keep
         pledged to the Administrative Agent pursuant hereto, on a
         first-priority, perfected basis, at the reasonable request of the
         Administrative Agent, all investment property constituting Collateral,
         all Dividends and Distributions with respect thereto, and all interest
         and principal with respect to promissory notes, and all proceeds and
         rights from time to time received by or distributable to the Grantor in
         respect of any of the foregoing Collateral;

                  (d) except as otherwise provided by the Credit Agreement or
         this Security Agreement, not take or omit to take any action the taking
         or the omission of which would result in any impairment or alteration
         of any obligation of the maker of any payment intangible or other
         instrument constituting Collateral;

                  (e) furnish to the Administrative Agent, from time to time at
         the Administrative Agent's request, statements and schedules further
         identifying and describing the Collateral and such other reports in
         connection with the Collateral as the Administrative Agent may
         reasonably request, all in reasonable detail;

                  (f) after the occurrence and during the continuance of an
         Event of Default, do all things reasonably requested by the
         Administrative Agent in order to enable the Administrative Agent to
         have control (as such term is defined in Article 8 and Article 9 of any
         applicable Uniform Commercial Code relevant to the creation, perfection
         or priority of Collateral consisting of deposit accounts, investment
         property, electronic chattel paper and letter of credit rights) over
         any Collateral; and

                  (g) notify the Administrative Agent if the Grantor reasonably
         believes it is entitled to recover a commercial tort claim the value of
         which is in excess of $2,500,000 and the Grantor take all such action
         reasonably requested by the Administrative Agent to grant to the
         Administrative Agent and perfect a security interest in such commercial
         tort claim.

With respect to the foregoing and the grant of the security interest hereunder,
the Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral. The Grantor agrees that a carbon, photographic or
other reproduction of this Security Agreement or any financing


                                      -16-
<PAGE>
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.

                                   ARTICLE V
                            THE ADMINISTRATIVE AGENT

         SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The
Grantor hereby irrevocably appoints the Administrative Agent its
attorney-in-fact, with full authority in the place and stead of the Grantor and
in the name of the Grantor or otherwise, from time to time in the Administrative
Agent's discretion, following the occurrence and during the continuance of an
Event of Default, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Security Agreement, including:

                  (a) to ask, demand, collect, sue for, recover, compromise,
         receive and give acquittance and receipts for moneys due and to become
         due under or in respect of any of the Collateral;

                  (b) to receive, endorse, and collect any drafts or other
         instruments, documents and chattel paper, in connection with clause (a)
         above;

                  (c) to file any claims or take any action or institute any
         proceedings which the Administrative Agent may deem necessary or
         desirable for the collection of any of the Collateral or otherwise to
         enforce the rights of the Administrative Agent with respect to any of
         the Collateral; and

                  (d) to perform the affirmative obligations of the Grantor
         hereunder.

The Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

         SECTION 5.2. Administrative Agent May Perform. If the Grantor fails to
perform any agreement contained herein within five Business Days after written
notice from the Administrative Agent, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the
Grantor pursuant to Section 11.3 of the Credit Agreement.

         SECTION 5.3. Administrative Agent Has No Duty. The powers conferred on
the Administrative Agent hereunder are solely to protect its interest (on behalf
of the Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for

                  (a) ascertaining or taking action with respect to calls,
         conversions, exchanges, maturities, tenders or other matters relative
         to any investment property, whether or not the Administrative Agent has
         or is deemed to have knowledge of such matters, or



                                      -17-
<PAGE>
                  (b) taking any necessary steps to preserve rights against
         prior parties or any other rights pertaining to any Collateral.

         SECTION 5.4. Reasonable Care. The Administrative Agent shall exercise
reasonable care in the custody and preservation of all of the Collateral in its
possession.

                                   ARTICLE VI
                                    REMEDIES

         SECTION 6.1. Certain Remedies. If any Event of Default shall have
occurred and be continuing:

                  (a) The Administrative Agent may exercise in respect of the
         Collateral, in addition to other rights and remedies provided for
         herein or otherwise available to it, all the rights and remedies of a
         secured party on default under the UCC (whether or not the UCC applies
         to the affected Collateral) and also may

                           (i) require the Grantor to, and the Grantor hereby
                  agrees that it will, at its expense and upon request of the
                  Administrative Agent forthwith, assemble all or part of the
                  Collateral as directed by the Administrative Agent and make it
                  available to the Administrative Agent at a place to be
                  designated by the Administrative Agent which is reasonably
                  convenient to both parties, and

                           (ii) without notice except as specified below, sell
                  the Collateral or any part thereof in one or more parcels at
                  public or private sale, at any of the Administrative Agent's
                  offices or elsewhere, for cash, on credit or for future
                  delivery, and upon such other terms as the Administrative
                  Agent may deem commercially reasonable. The Grantor agrees
                  that, to the extent notice of sale shall be required by law,
                  at least ten days prior notice to the Grantor of the time and
                  place of any public sale or the time after which any private
                  sale is to be made shall constitute reasonable notification.
                  The Administrative Agent shall not be obligated to make any
                  sale of Collateral regardless of notice of sale having been
                  given. The Administrative Agent may adjourn any public or
                  private sale from time to time by announcement at the time and
                  place fixed therefor, and such sale may, without further
                  notice, be made at the time and place to which it was so
                  adjourned.

                  (b) All cash proceeds received by the Administrative Agent in
         respect of any sale of, collection from, or other realization upon, all
         or any part of the Collateral may, in the discretion of the
         Administrative Agent, be held by the Administrative Agent as collateral
         for, and/or then or at any time thereafter applied by the
         Administrative Agent against, all or any part of the Obligations as
         follows:

                           (i) first, to the payment of all Obligations owing to
                  the Administrative Agent, in its capacity as the
                  Administrative Agent, including fees and expenses of counsel
                  to the Administrative Agent;



                                      -18-
<PAGE>
                           (ii) second, to the equal and ratable payment of
                  Obligations, in accordance with each Secured Party's
                  Obligations owing to it under or pursuant to the Credit
                  Agreement or any other Loan Document, applied

                                    (A) first to fees and expense reimbursements
                           then due to such Secured Party,

                                    (B) second to interest due to such Secured
                           Party,

                                    (C) third to pay or prepay principal of the
                           Loans owing to such Secured Party or to reduce the
                           credit exposure of such Secured Party under such Rate
                           Protection Agreement, as the case may be, and

                                    (D) fourth to pay the remaining outstanding
                           Obligations and Cash Collateralize all Letter of
                           Credit Outstandings;

                           (iii) third, without duplication of any amounts paid
                  pursuant to clause (b)(ii) above, to the Indemnified Parties
                  to the extent of any amounts owing pursuant to Section 11.4 of
                  the Credit Agreement; and

                           (iv) fourth, paid over to the Grantor or to
                  whomsoever may be lawfully entitled to receive such surplus.

                  For purposes of this Security Agreement, the "credit exposure"
         at any time of any Secured Party with respect to a Rate Protection
         Agreement to which such Secured Party is a party shall be determined at
         such time in accordance with the customary methods of calculating
         credit exposure under similar arrangements by the counterparty to such
         arrangements, taking into account potential interest rate movements and
         the respective termination provisions and notional principal amount and
         term of such Rate Protection Agreement.

                  (c) The Administrative Agent may

                           (i) transfer all or any part of the Collateral into
                  the name of the Administrative Agent or its nominee, with or
                  without disclosing that such Collateral is subject to the Lien
                  hereunder,

                           (ii) notify the parties obligated on any of the
                  Collateral to make payment to the Administrative Agent of any
                  amount due or to become due thereunder,

                           (iii) enforce collection of any of the Collateral by
                  suit or otherwise, and surrender, release or exchange all or
                  any part thereof, or compromise or extend or renew for any
                  period (whether or not longer than the original period) any
                  obligations of any nature of any party with respect thereto,

                           (iv) endorse any checks, drafts, or other writings in
                  the Grantor's name to allow collection of the Collateral,



                                      -19-
<PAGE>
                           (v) take control of any proceeds of the Collateral,
                  and

                           (vi) execute (in the name, place and stead of the
                  Grantor) endorsements, assignments, stock powers and other
                  instruments of conveyance or transfer with respect to all or
                  any of the Collateral.

         SECTION 6.2. Securities Laws. If the Administrative Agent shall
determine to exercise its right to sell all or any of the Collateral pursuant to
Section 6.1, the Grantor agrees that, upon request of the Administrative Agent,
the Grantor will, at its own expense:

                  (a) execute and deliver, and cause (or, with respect to any
         issuer which is not a Subsidiary of the Grantor, use its best efforts
         to cause) each issuer of the Collateral contemplated to be sold and the
         directors and officers thereof to execute and deliver, all such
         instruments and documents, and do or cause to be done all such other
         acts and things, as may be necessary or, in the opinion of the
         Administrative Agent, advisable to register such Collateral under the
         provisions of the Securities Act of 1933, as from time to time amended
         (the "Securities Act"), and cause the registration statement relating
         thereto to become effective and to remain effective for such period as
         prospectuses are required by law to be furnished, and to make all
         amendments and supplements thereto and to the related prospectus which,
         in the reasonable opinion of the Administrative Agent, are necessary or
         advisable, all in conformity with the requirements of the Securities
         Act and the rules and regulations of the SEC applicable thereto;

                  (b) use its best efforts to exempt the Collateral under the
         state securities or "Blue Sky" laws and to obtain all necessary
         governmental approvals for the sale of the Collateral, as requested by
         the Administrative Agent;

                  (c) cause (or, with respect to any issuer which is not a
         Subsidiary of the Grantor, use its best efforts to cause) each such
         issuer to make available to its security holders, as soon as
         practicable, an earnings statement that will satisfy the provisions of
         Section 11(a) of the Securities Act; and

                  (d) do or cause to be done all such other acts and things as
         may be necessary to make such sale of the Collateral or any part
         thereof valid and binding and in compliance with applicable law.

         SECTION 6.3. Compliance with Restrictions. The Grantor agrees that in
any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the Administrative Agent is hereby authorized to
comply with any limitation or restriction in connection with such sale as it may
be advised by counsel is necessary in order to avoid any violation of applicable
law (including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to Persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any Governmental Authority or official, and the
Grantor further agrees that such compliance shall not result in such sale being


                                      -20-
<PAGE>
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Administrative Agent be liable nor accountable to the Grantor for
any discount allowed by the reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.

         SECTION 6.4. Protection of Collateral. The Administrative Agent may
from time to time, at its option, perform any act which the Grantor fails to
perform after being requested in writing so to perform (it being understood that
no such request need be given after the occurrence and during the continuance of
a Default of the type described in Section 8.1.9 of the Credit Agreement) and
the Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.

                                  ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         SECTION 7.1. Loan Document. This Security Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article XI thereof.

         SECTION 7.2. Binding on Successors, Transferees and Assigns;
Assignment. This Security Agreement shall remain in full force and effect until
the Termination Date has occurred, shall be binding upon the Grantor and its
successors, transferees and assigns and shall inure to the benefit of and be
enforceable by each Secured Party and its successors, transferees and assigns;
provided that the Grantor may not (unless otherwise permitted under the terms of
the Credit Agreement) assign any of its obligations hereunder without the prior
written consent of all Lenders.

         SECTION 7.3. Amendments, etc. No amendment to or waiver of any
provision of this Security Agreement, nor consent to any departure by the
Grantor from its obligations under this Security Agreement, shall in any event
be effective unless the same shall be in writing and signed by the
Administrative Agent (on behalf of the Lenders or the Required Lenders, as the
case may be, pursuant to Section 11.1 of the Credit Agreement) and the Grantor
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

         SECTION 7.4. Notices. All notices and other communications provided for
hereunder shall be in writing or by facsimile and addressed, delivered or
transmitted to the appropriate party at the address or facsimile number of such
party specified in the Credit Agreement or at such other address or facsimile
number as may be designated by such party in a notice to the other party. Any
notice or other communication, if mailed and properly addressed with postage
prepaid or if properly addressed and sent by pre-paid courier service, shall be
deemed given when received; any such notice or other communication, if
transmitted by facsimile, shall be deemed given when transmitted and
electronically confirmed.



                                      -21-
<PAGE>
         SECTION 7.5. Release of Liens. Upon (a) the Disposition of Collateral
in accordance with the Credit Agreement or (b) the occurrence of the Termination
Date, the security interests granted herein shall automatically terminate with
respect to (i) such Collateral (in the case of clause (a)) or (ii) all
Collateral (in the case of clause (b)). Upon any such Disposition or
termination, the Administrative Agent will, at the Grantor's sole expense,
deliver to the Grantor, without any representations, warranties or recourse of
any kind whatsoever, all Collateral held by the Administrative Agent hereunder,
and execute and deliver to the Grantor such documents as the Grantor shall
reasonably request to evidence such termination.

         SECTION 7.6. No Waiver; Remedies. In addition to, and not in limitation
of Section 2.4, no failure on the part of any Secured Party to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

         SECTION 7.7. Headings. The various headings of this Security Agreement
are inserted for convenience only and shall not affect the meaning or
interpretation of this Security Agreement or any provisions thereof.

         SECTION 7.8. Severability. Any provision of this Security Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Security Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

         SECTION 7.9. Governing Law, Entire Agreement, etc. THIS SECURITY
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. This
Security Agreement and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and thereof and supersede any prior agreements, written or oral, with respect
thereto.

         SECTION 7.10. Counterparts. This Security Agreement may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.

         SECTION 7.11. Foreign Pledge Agreements. Without limiting any of the
rights, remedies, privileges or benefits provided hereunder to the
Administrative Agent for its benefit and the ratable benefit of the other
Secured Parties, the Grantor and the Administrative Agent hereby agree that the
terms and provisions of this Security Agreement in respect of any


                                      -22-
<PAGE>
Collateral subject to the pledge or other Lien of a Foreign Pledge Agreement
are, and shall be deemed to be, supplemental and in addition to the rights,
remedies, privileges and benefits provided to the Administrative Agent and the
other Secured Parties under such Foreign Pledge Agreement and under applicable
law to the extent consistent with applicable law; provided that in the event
that the terms of this Security Agreement conflict or are inconsistent with the
applicable Foreign Pledge Agreement or applicable law governing such Foreign
Pledge Agreement, (i) to the extent that the provisions of such Foreign Pledge
Agreement or applicable foreign law are, under applicable foreign law, necessary
for the creation, perfection or priority of the security interests in the
Collateral subject to such Foreign Pledge Agreement, the terms of such Foreign
Pledge Agreement or such applicable law shall be controlling and (ii) otherwise,
the terms hereof shall be controlling.



                                      -23-
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be duly executed and delivered by its Authorized Officer as of the
date first above written.

                                  ASSOCIATED MATERIALS INCORPORATED


                                  By:        /s/ Robert L. Winspear
                                      ------------------------------------------
                                      Name:  Robert L. Winspear
                                      Title: Secretary

                                  UBS AG, STAMFORD BRANCH,
                                    as Administrative Agent

                                  By:        /s/ Wilfred V. Saint
                                      ------------------------------------------
                                      Name:  Wilfred V. Saint
                                      Title: Associate Director Banking Products
                                             Services, US


                                  By:        /s/ Thomas R. Salzano
                                      ------------------------------------------
                                      Name:  Thomas R. Salzano
                                      Title: Director Banking Products
                                             Services, US


<PAGE>


                                                                      SCHEDULE I
                                       to Borrower Security and Pledge Agreement

<TABLE>
<CAPTION>
                                                                                       Common Stock
                                                                                       ------------
                                                                        Authorized      Outstanding      % of Shares
        Issuer (corporate)                     Cert. #   # of Shares      Shares           Shares         Pledged
        ------------------                     -------   -----------      ------           ------         -------
<S>                                            <C>        <C>           <C>            <C>               <C>
  AMI Management Company                         001        1000           1000            1000              100
  AmerCord Inc.                                  003         9.9         60,000             100              100
  Alside, Inc.                                    1          100           1000             100              100
</TABLE>

<TABLE>
<CAPTION>
                                                                Limited Liability Company Interests
                                                                -----------------------------------
                                                    % of Limited Liability             Type of Limited Liability
  Issuer (limited liability company)              Company Interests Pledged            Company Interests Pledged
  ----------------------------------              -------------------------            -------------------------
<S>                                               <C>                                  <C>
  NONE
</TABLE>

<TABLE>
<CAPTION>
                                                                       Partnership Interests
                                                                       ---------------------
                                                       % of Partnership                     % of Partnership
  Issuer (partnership)                                 Interests Owned                     Interests Pledged
  --------------------                                 ---------------                     -----------------
<S>                                                    <C>                                 <C>
  NONE
</TABLE>

<PAGE>

                                                                     SCHEDULE II
                                       to Borrower Security and Pledge Agreement

Item A.           Location of the Grantor:


                  Associated Materials Incorporated
                  2200 Ross Avenue, Suite 4100 East
                  Dallas, TX   75201

Item B.           Filing locations prior to July 1, 2001

        JURISDICTION

        Alabama - SOS
        Alabama - Jefferson County
        Arkansas - SOS
        Arkansas - Union County
        Arizona - SOS
        Arizona - Maricopa County
        California - SOS
        California - Sacramento County
        Colorado - SOS
        Colorado - Denver County
        Colorado - El Paso County
        Colorado - Mesa County
        Connecticut - SOS
        Connecticut - Hartford County
        Delaware - SOS
        Florida - SOS
        Florida - Orange County
        Georgia - Cobb County
        Georgia - Fayette County
        Iowa - SOS
        Iowa - Linn County
        Idaho - SOS
        Idaho - Ada County
        Illinois - SOS
        Illinois - Cook County
        Illinois - Du Page County
        Illinois - Kane County
        Illinois - Rock Island County
        Illinois - Tazewell County
        Indiana - SOS
        Indiana - Marion County
        Indiana - Pike County
        Kentucky - SOS
        Kentucky - Jefferson County

<PAGE>

        JURISDICTION

        Louisiana - Jefferson Parish
        Massachusetts - SOS
        Massachusetts - Middlesex County
        Massachusetts - Norfolk County
        Massachusetts - Randolph County
        Massachusetts - Wilmington County
        Maryland - SOS
        Maryland - Anne Arundel Co.
        Maryland - Baltimore County
        Maryland - Prince Georges County
        Maine - SOS
        Maine - Cumberland County
        Michigan - SOS
        Michigan - Oakland County
        Michigan - Wayne County
        Minnesota - SOS
        Minnesota - Hennepin County
        Minnesota - Ramsey County
        Missouri - SOS
        Missouri - Clay County
        Missouri - Greene County
        Missouri - Jackson County
        Missouri - St. Louis County
        Montana - SOS
        Montana - Yellowstone County
        New Hampshire - SOS
        New Hampshire - Hillsborough County
        North Carolina - SOS
        North Carolina - Guilford County
        North Carolina - Lenoir County
        North Carolina - Mecklenburg County
        North Carolina - New Hanover County
        North Carolina - Randolph County
        North Carolina - Wake County
        New Jersey - SOS
        New Jersey - Passaic County
        New York - SOS
        New York - Albany County
        New York - Erie County
        New York - Monroe County
        New York - Nassau County
        New York -  Niagara County
        New York - Onondaga County
        Ohio - SOS
        Ohio - Cuyahoga County
        Ohio - Franklin County
        Ohio - Hamilton County
        Ohio - Montgomery County
        Ohio - Stark County
        Ohio - Summit County

<PAGE>

        JURISDICTION

        Ohio - Wayne County
        Ohio - Lake County
        Oregon - SOS
        Oregon - Clackamas County
        Oregon - Mutnomah County
        Oregon - Washington County
        Pennsylvania - SOS
        Pennsylvania - Allegheney County
        Pennsylvania - Bucks County
        Pennsylvania - Butler County
        Pennsylvania - Dauphin County
        Pennsylvania - Lancaster County
        Pennsylvania - Lehigh County
        Pennsylvania - Montgomery County
        Pennsylvania - Washington County
        Rhode Island - SOS
        Rhode Island - Pawtucket
        South Dakota - SOS
        South Dakota - Pennington County
        Tennessee - SOS
        Tennessee - Davidson County
        Tennessee - Knox County
        Tennessee - Shelby County
        Texas - SOS
        Texas - Brazoria County
        Texas - Dallas County
        Texas - Ellis County
        Texas - Harris County
        Texas - Lubbock County
        Texas - Tarrant County
        Utah - SOS
        Utah - Carbon County
        Utah - Salt Lake County
        Utah - Utah County
        Utah - Washington County
        Utah - Weber County
        Virginia - SOS
        Virginia - Fairfax County
        Virginia - Frederick County
        Virginia - Norfolk County
        Virginia - Tazewell County
        Washington - SOS
        Washington - King County
        Washington - Snohomish County
        Washington - Spokane County
        Wisconsin - SOS
        Wisconsin - Dane County
        Wisconsin - Waukesha County
        West Virginia - SOS
        West Virginia - Kanawha County

<PAGE>

        JURISDICTION

        Wyoming - SOS
        Wyoming - Natrona County
        Wyoming - Sweetwater County

<PAGE>

Item C.           Trade names.

                  Alpine
                  Alpine Industries, Inc.
                  Alpine Windows
                  Alside
                  Alside Builders Service Company
                  Alside Inc.
                  Alside Installation Services
                  Alside Supply Center
                  Alside Window
                  Alside Window Company
                  Alside Window Company Central
                  Alside Window Company Midwest
                  Alside Window Company Northwest
                  Alside Window Company Southeast
                  AmerCable
                  AMI Management Company
                  Ennis Extruded Products Company
                  Freeport Vinyl Technologies Company
                  Guardall Building Materials Company, Inc.
                  Offshore Marine Cable Specialists
                  Premium Building Products Company
                  Premium Garage Door Company
                  Premium Window Company
                  UltraGuard

Item D.           Merger or other corporate reorganization.


                  NONE

Item E.           Taxpayer ID numbers.


                  75-1872487

Item F.           Government Contracts:


                  NONE


                                   Exhibit C

<PAGE>

                                                                    SCHEDULE III
                                       to Borrower Security and Pledge Agreement

Item A.  Patents (Based on searches conducted on 4/9/02)


                                 ISSUED PATENTS

                           ASSOCIATED MATERIALS, INC.

<TABLE>
<CAPTION>
U.S. PAT. NO.       TITLE                           INVENTOR(S)      ISSUE DATE                   NOTES
-------------       -----                           -----------      ----------                   -----
<S>                 <C>                             <C>              <C>                          <C>
5,899,239           Tubular Fencing Components      Coulis           05/04/99
                    Formed from Plastic sheet
                    material

5,878,543           Interlocking side panel         Mowery           03/09/99

5,775,042           Siding panel with               Mowery et al.    07/07/98
                    interlocking projection

5,759,660           Plastic covered articles for    Coulis           06/02/98
                    railings and a method of
                    making the same

5,704,188           Post structure                  Coulis           01/06/98

5,661,939           Interlocking panel and method   Coulis et al.    09/02/97
                    of making the same

5,445,208           Vinyl door panel section        Shaner et al.    08/29/95

5,421,556           Modular fencing components      Dodge et al.     06/06/95

6,050,041           Splicing Member for Siding      Mowery           04/18/00
                    Panels

6,311,955           Fencing system with Partial     McGarry et al.   11/06/01
                    Wrap Components and Tongue
                    and Groove Board Substitute
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                           PENDING PATENT APPLICATIONS

                           ASSOCIATED MATERIALS, INC.

<TABLE>
<CAPTION>
U.S. APP. NO.       FILING      TITLE                                        STATUS
                    DATE
<S>                 <C>         <C>                                          <C>
09/298,823          4/26/99     Fencing System with Partial Wrap             Allowed, issue fee paid
                                Components and Tongue and Groove Board       07/17/01
                                Substitute

09/321,739          5/28/99     Interlocking Panel with Channel Nailing      Final Office Action response
                                Head                                         due 10/02/01 - request for
                                                                             instructions outstanding

09/496,496          2/2/00      Splicing Member for Siding Panels            Final Office Action response
                                                                             due 10/29/01

09/497,545          2/3/00      Clip for Siding Panels                       Final Office Action response
                                                                             due 11/11/01
</TABLE>

              ISSUED PATENTS THAT HAVE EXPIRED WITHIN PAST 6 YEARS

                           ASSOCIATED MATERIALS, INC.

<TABLE>
<CAPTION>
U.S. PAT. NO.        ISSUE DATE                                          NOTES
-------------        ----------                                          -----
<S>                  <C>                  <C>
4,320,613            03/23/82             -Grant of Security Interest from Associated Materials, Inc. to Associates
                                          Commercial Corp., 150 North Michigan Ave, Chicago, IL 60606 (Recorded
                                          10/12/84; Reel/Frame 004321/0726)

                                          -Grant of security Interest from entity known as Wilen Products, Inc.
                                          to Bankers Trust 7/5/2001. Appears to be improperly recorded chain of title
                                          problem.

6,050,041            06/24/80             Splicing member for securing horizontally adjacent wallsiding panels.

4,209,049            06/24/80             Traction grip for tyre
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                     SCHEDULE IV
                                       to Borrower Security and Pledge Agreement

Item A. Trademarks (Based on searches conducted on or about 03/21/02)

                             ACTIVE U.S. TRADEMARKS

OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A ALSIDE,INC.

<TABLE>
<S>                       <C>             <C>           <C>
PRESERVATION              SN: 76/219,994  Filed         Pending Class 19
                                          3/6/01

ECLIPSE-                  SN: 76/238,084  Filed         Pending Class 19
FLATSEAM                                  4/10/01
VINYL SIDING

PRESERVATION-             SN: 76/235,418  Filed         Pending Class 19
PRESERVING THE                            4/4/01
CHARACTER OF
YOUR HOME

ULTRABEAM                 SN: 76/261,918  Filed         Pending Class 19
                                          5/25/01

CLIMASHIELD               SN: 76/261,919  Filed         Pending Class 17
                                          5/25/01

ECLIPSE                   SN: 76/205,933  Filed         Pending Class 19
                                          2/7/01

EXCALIBUR                 Reg. 2,189,267  9/15/98       Registered
                                                        Class 19

THE CENTURY               Reg. 1,494,265  6/28/88       Registered
SERIES                                                  Class 6

WESTWOOD                  Reg. 1,549,811  8/1/89        Registered
                                                        Class 6

GREENBRIAR III            Reg. 1,525,701  2/21/89       Registered
                                                        Class 19

XPE                       Reg. 1,556,851  9/19/89       Registered
                                                        Class 19
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                       <C>             <C>           <C>
HISTORICAL SERIES         Reg. 1,552,496  8/22/89       Registered
                                                        Class 6

WILLIAMSPORT              Reg. 1,656,826  9/10/91       Registered
                                                        Class 19

ULTRAMAXX                 Reg. 1,699,824  7/7/92        Registered
                                                        Class 19

SADDLEWOOD SUPREME        Reg. 1,704,109  7/28/92       Registered
                                                        Class 6

CYPRESS CREEK             Reg. 1,802,741  11/2/93       Registered
                                                        Class

ULTRAGUARD                Reg. 1,803,751  11/9/93       Registered
                                                        Class 19

ALPHA                     Reg. 1,829,854  4/5/94        Registered
                                                        Class 19

THE ULTIMATE FENCE        Reg. 1,914,954  8/29/95       Registered
                                                        Class 19

GREENBRIAR IV             Reg. 1,945,878  1/2/96        Registered
                                                        Class 19

HAMPSHIRE DUTCH LAP       Reg. 1,521,836  1/24/89       Registered
                                                        Class 19

ALSIDE                    Reg. 1,361,396  9/24/85       Registered
                                                        Class 6

BLAIR-CUT 2000            Reg. 1,362,889  10/1/85       Registered
                                                        Class 6

ALSIDE (STYLIZED)         Reg. 1,362,890  10/1/85       Registered
                                                        Class 6

FIRST ON AMERICA'S        Reg. 1,361,397  9/24/85       Registered
HOMES                                                   Class 6

LIFEWALL                  Reg. 1,715,     9/15/92       Registered
                          783                           Class 19

SUPER STEEL SIDING        Reg. 1,698,757  7/7/92        Registered
                                                        Class 6
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                       <C>             <C>           <C>
NOVA IV                   Reg. 1,523,504  2/7/89        Registered
                                                        Class 19

SATINWOOD*                Reg. 1,376,459  12/17/85      Registered
                                                        Class 6

POLYMER P-5000            Reg. 1,373,253  12/3/85       Registered
                                                        Class 2

FIRST ON AMERICAS'S       Reg. 1,372,534  11/26/85      Registered
HOMES                                                   Class 17 and 19

VYNASOL                   Reg. 1,375,459  12/17/85      Registered
                                                        Class 6

ALSIDE                    Reg. 1,374,768  12/10/85      Registered
                                                        Class 17

AIR-CUSHION               Reg. 878,491    10/14/69      Registered
                                                        Class 17

ALSIDE                    Reg. 1,366,665  10/22/85      Registered
(STYLIZED)                                              Class 17 & 19

MARQUIS                   Reg. 1,383,012  2/18/86       Registered
                                                        Class 6

LIMITED EDITION           Reg. 1,383,959  2/25/86       Registered
SERIES (STYLIZED)                                       Class 6

CENTURION                 Reg. 1,383,011  2/18/86       Registered
                                                        Class 6

ODYSSEY                   Reg. 1,415,900  11/4/86       Registered
                                                        Class 19

CONQUEST                  Reg. 2,126,899  1/6/98        Registered
                                                        Class 19

CLIMATECH                 Reg. 2,420,765  1/16/01       Registered
                                                        Class 19
</TABLE>

* Supplemental Register 420134-1


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

     OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. ("AMI")

<TABLE>
<S>                      <C>            <C>               <C>             <C>
OMNI WINDOWS & Design    Reg.           11/13/84          Registered      *Grant of Security Interest from AMI to
                         1,305,040                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246).

THE ENDURA SUPREME       Reg.           2/2/84            Registered      *Grant of Security Interest from AMI to
SERIES                   1,267,968                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ALSIDE (STYLIZED)        Reg.           3/26/85           Registered      *Grant of Security Interest from AMI to
                         1,326,551                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ALSIDE (STYLIZED)        Reg.           3/26/85           Registered      *Grant of Security Interest from AMI to
                         1,326,987                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

GUARD-ALL                Reg.           2/14/84           Registered      *Grant of Security Interest from AMI to
                         1,267,139                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

OMNI                     Reg.           8/14/84           Registered      *Grant of Security Interest from AMI to
                         1,290,081                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

AMERICUT                 Reg.           10/2/84           Registered      *Grant of Security Interest from AMI to
                         1,298,386                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ELEGANCE IV              Reg.           10/16/84          Registered      *Grant of Security Interest from AMI to
                         1,300,571                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

EXCALIBUR                Reg.           10/23/84          Registered      *Grant of Security Interest from AMI to
                         1,301,211                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                      <C>            <C>               <C>             <C>
GUARD-ALL                Reg.           11/13/84          Registered      *Grant of Security Interest from AMI to
                         1,304,689                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

STEEL-KING               Reg. 873,696   7/29/69           Registered      *Grant of Security Interest from AMI to
                                                          Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

WEATHER-GRAIN            Reg. 968,479    9/18/73          Registered      *Grant of Security Interest from AMI to
(STYLIZED)                                                Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

SAW-KERF                 Reg. 973,218   11/20/73          Registered      *Grant of Security Interest from AMI to
                                                          Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

THE DESIGNER'S           Reg.            6/14/83          Registered      *Grant of Security Interest from AMI to
SELECTION                1,242,108                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

SUPER-PVC                Reg. 827,371    4/11/67          Registered      *Grant of Security Interest from AMI to
(STYLIZED)                                                Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

FORMULA PC               Reg. 827,752    4/25/67          Registered      *Grant of Security Interest from AMI to
PROTECTIVE COATING                                        Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

RIGID-STONE (STYLIZED)   Reg. 824,306   2/21/67           Registered      *Grant of Security Interest from AMI to
                                                          Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ALSIDE (STYLIZED)        Reg. 507,692   3/15/49           Registered      *Grant of Security Interest from AMI to
                                                          Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)
</TABLE>



                                          Borrower Security and Pledge Agreement

<PAGE>

                             ACTIVE U.S. TRADEMARKS
    OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC.; HOWEVER,
                     COMPANY LISTS OWNERSHIP AS "AMERCABLE"

<TABLE>
<S>                     <C>             <C>             <C>
TIGER                   Reg. 2,412,368  12/12/00        Registered
                                                        Class 6

GEXOL                   Ser.            10/13/00        Pending Class
                        76/147,065                      9, 17
</TABLE>

                            FOREIGN FILED TRADEMARKS

<TABLE>
<CAPTION>
        MARK*           SERIAL/REG. #   FILING/REG. DATE      STATUS            NOTES
                                                                                -----
<S>                     <C>             <C>                   <C>               <C>
ALSIDE-Canada           Reg. 111,282    8/22/88               Registered

ALSIDE-Australia        Reg. 708,426    5/13/96               Registered

ALSIDE-Poland           Serial #        4/21/00               Registered
                        Z-163657                              Class 19
</TABLE>

                            ADDITIONAL TRADEMARKS(1)

OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A ALSIDE,INC.

<TABLE>
<CAPTION>
         MARK*            SERIAL/REG. #    FILING/REG.        STATUS            NOTES
                                             DATE
<S>                       <C>              <C>             <C>                  <C>
  THE BEST CHOICE FOR     Reg. 1,922,036   09/26/95        Reg. Class 19
       YOUR HOME

      COLORCONNECT          78/111,492     02/27/02        Reg. Class 42

       FAIRFIELD            78/108,324     02/12/02        Reg. Cl. 19
</TABLE>


(1) The trademarks listed in this chart were not revealed by the company but
were disclosed via our search results. While these trademarks may have been
omitted by the Company due to alleged non-use they may, however, retain common
law protection. Thus, we have included them in these schedules.


                                          Borrower Security and Pledge Agreement


<PAGE>

<TABLE>
<S>                         <C>           <C>             <C>
THE ARCHITECTURAL COLOR     78/099,211    12/19/01        Reg. Cl. 19
       COLLECTION

  REVOLUTION BY ALSIDE      78/094,312    11/20/01        Reg. Cl. 19

       REVOLUTION           78/094,307    11/20/01        Reg. Cl. 19

  THE NATURE OF SIDING      78/092,136    11/07/01        Pending,
                                                          Intent to
                                                          Use, Class 19

        EVERDOOR            78/089,994    10/24/01        Reg. Cl. 19

       BROOKWOOD            1,457,169     09/15/87        Reg. Cl. 6
</TABLE>


         OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC.

<TABLE>
<S>                       <C>           <C>               <C>             <C>
PREMIUM POLY SHUTTERS     1,175,172     10/27/81          Reg. Cl. 19     *Grant of Security Interest from AMI to
                                                                          Associated Commercial Corp. (recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

     WINDBREAKER          1,184,432     01/05/82          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

  SUPER STEEL SIDING       915,290      06/15/71          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      CAPE COD 5           820,917      12/20/66          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

  ALSIDE ELECTROLON        815,722      09/27/66          Reg. Cl. 2      *Grant of Security Interest from AMI
 SUPER ELECTROSTATIC                                                      (alone) to Associated Commercial Corp.
        FINISH                                                            (recorded 10/12/84; Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                        <C>          <C>               <C>             <C>
  BUILDERS ALUMINUM        726,365      01/09/62          Reg. Cl. 19     *Grant of Security Interest from AMI
        SIDING                                                            (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

     STRATA-FOAM           911,714      05/25/71          Reg. Cl. 17     *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      WOOD-TONE            799,375      11/30/65          Reg. Cl. 19     *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      TUFF-SIDE            743,230      01/08/63          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246

       GARD-IT             757,584      10/01/63          Reg. Cl. 19     *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)


    SELECT A COLOR         791,654      06/29/65          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      ELECTROLON           823,575      02/07/67          Reg. Cl. 2      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)
</TABLE>

(2) The trademarks listed in this chart were also not revealed by the company
but were disclosed via our search results. Again, despite any non-use due to
abandonment, cancellation or expiration, they may retain common law protection.
Thus, we have included them in these schedules.


                                          Borrower Security and Pledge Agreement

<PAGE>
              TRADEMARKS RENDERED ABANDONED, CANCELLED OR EXPIRED(2)

  OWNER (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A ALSIDE, INC.
  -----------------------------------------------------------------------------

<TABLE>
<S>                      <C>              <C>                <C>
HISTORICAL COLLECTION     1,887,912       Filed 04/04/95     -Cancelled 04/13/02

      STERLING           74/493,556       Filed 2/23/94      -Abandoned after Inter-Partes Decision (10/11/96)


  HISTORICAL SERIES      74/411,193       Filed 07/12/93     -Abandoned - (ITU) Failure to Respond (09/13/94)


       ODYSSEY           74/379,400       Filed 04/16/93     -Cancelled - Section 8 (Recorded 01/07/01; Cancellation
                                                             in OG 02/20/01)


       AMEREX            73/694,189       Filed 11/09/87     -Abandoned - After Inter Partes Decision (08/10/89)
 PREMIUM RIGID BRICK      1,413,390        Reg. 10/14/86     -Cancelled - Section 8 (recorded 04/19/93; OG 06/01/93)
 PREMIUM RIGID STONE      1,413,391        Reg. 10/14/86     -Cancelled - Section (recorded 04/19/93; OG 06/01/93)
 PREMIUM RIGID SHAKE      1,413,392        Reg. 10/14/86     -Cancelled - section 8 (recorded 04/19/93; OG 06/01/93)
     HISTORICAL           1,473,170        Reg. 01/19/88     -Cancelled - Section 8 (recorded 07/25/94; OG 09/06/94)
    HARBOR POINTE         1,500,548        Reg. 08/16/88     -Cancelled - Section  8 (recorded 02/20/95; OG 04/04/95)
   COUNTRY ESTATE         1,531,984        Reg. 03/28/89     -Cancelled - Section 8 (recorded 10/02/95; OG 11/14/95)
    CARRIAGE PATH         1,500,549        Reg. 08/16/88     -Cancelled - Section 8 (recorded 02/20/95; OG 04/04/95)
      DESIGNERS' CHOICE   1,540,113        Reg. 05/23/89     -Cancelled - Section 8 (recorded 11/27/95; OG Cancellation 01/09/96)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                       <C>              <C>               <C>
         AMI              1,582,219        Reg. 02/13/90     -Cancelled - Section 8 (cancellation recorded 08/20/96;
                                                             cancellation in OG 10/01/96)
      EXCALIBUR           1,565,956        Reg. 11/14/89     -Cancelled  - Section 8 (recorded 05/20/96;
                                                             cancellation in OG07/02/96)
       PRO 900            1,649,492        Reg. 07/02/91     -Cancelled - Section 8 (cancellation recorded 01/06/98;
                                                             cancellation in OG 02/17/98)
      LIFEWALL            1,316,981        Reg. 01/29/85     -Cancelled - Section 8 (cancellation recorded 05/29/92;
                                                             cancellation in OG 07/07/92)
</TABLE>

           OWNER (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC.

<TABLE>
<S>                       <C>           <C>                  <C>
  BRIAR-CUT SUPREME       1,149,591     03/31/81             -Cancelled 04/06/02

                                                             *Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  SUPER RIGID SHAKE       1,030,333        Reg. 01/13/76     -Expired - 10/21/96

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     STRATACITE            888,536         Reg. 03/31/70     -Expired - 11/04/92

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     STRATA-WAL            988,729         Reg. 07/23/74     -Expired - 05/01/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      LIFEWALL             603,195         Reg. 03/15/55     -Expired - 12/18/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement

<PAGE>

<TABLE>
<S>                      <C>               <C>               <C>
      BRIAR-CUT            893,120         Reg. 06/23/70     -Expired 07/06/01

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

    INTERNATIONAL          889,603         Reg. 04/21/70     -Expired 11/04/92
  DESIGNS BY ALSIDE
                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     RIVET-SEAL            902,481         Reg. 11/17/70     -Expired 11/04/92

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     LUSTRE-TONE          1,025,089        Reg. 11/18/75     -Expired 08/26/96

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  VYNASOL SATINWOOD        902,470         Reg. 11/17/70     -Expired (11/04/92)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  SUPER RIGID-BRICK        976,213         Reg.01/08/74      -Expired 02/23/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

   SUPER RIGIDIZED         969,851         Reg. 10/02/73     -Expired (Supp. Reg.) 07/11/94

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     ALUMA KING            602,619         Reg. 03/01/55     -Expired 12/04/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                       <C>              <C>               <C>
 ULTRA WEATHER GRAIN      1,085,875        Reg. 02/21/78     -Expired 11/30/98

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      VYNA-KLAD           1,078,749        Reg. 12/06/77     -Expired 09/14/98

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      ULTRALUM            1,078,433        Reg. 11/29/77     -Expired (09/01/98)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     STRATA-SASH          1,095,996        Reg. 07/11/78     -Expired (04/19/99)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

        ALPHA             1,095,997        Reg. 07/11/78     -Expired (04/19/99)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      COMMODORE           1,095,998        Reg. 07/11/78     -Expired 04/19/99

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

       POLY II            1,118,802        Reg. 05/22/79     -Expired (12/15/00)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  ULTRA DEEP GRAIN        1,119,509        Reg. 06/05/79     -Expired 07/03/00

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                       <C>              <C>               <C>
     ULTRA-GUARD          1,134,442        Reg. 05/06/80     -Cancelled - Section 8
                                                             (recorded 05/12/01; OG 06/26/01)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>

   OWNER (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A AMERCABLE
   --------------------------------------------------------------------------

<TABLE>
<S>          <C>           <C>                <C>
 AMERGUIDE   74/527,133    Filed 05/09/94     -Abandoned - Failure to Respond (07/07/95)

   AMEREX    73/611,688    Filed 07/28/86     -Abandoned - Failure to Respond (05/15/87)
</TABLE>

             OWNER (PTO DATABASE) LISTED AS: ALPINE INDUSTRIES, INC.

 (AMI acquired substantially all of the assets of Alpine Industries, Inc. on or
                              about October, 2000)

 Note: All of the IP owned by Alpine Industries, Inc. has been assigned to other
            entities, except for the few below (which are abandoned).

<TABLE>
<S>                      <C>              <C>                <C>
 ALPINE SOUND SHIELD     74/193,616       Filed 08/12/91     -Abandoned - Failure to Respond (10/01/92)

    SNOW-FIGHTER         73/396,268       Filed 09/30/82     -Abandoned - Failure to Respond (01/18/84)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                      SCHEDULE V
                                       to Borrower Security and Pledge Agreement

Item A.  Copyrights/Mask Works

                        Registered Copyrights/Mask Works

NONE

              Copyright/Mask Work Pending Registration Applications

NONE


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                       EXHIBIT A
                                       to Borrower Security and Pledge Agreement

                            PATENT SECURITY AGREEMENT

         This PATENT SECURITY AGREEMENT, dated as of ________ __, 200_ (this
"Agreement"), is made between ASSOCIATED MATERIALS INCORPORATED (the "Grantor"),
in favor of UBS AG, STAMFORD BRANCH, as administrative agent (together with its
successor(s) thereto in such capacity, the "Administrative Agent") for each of
the Secured Parties.

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Credit Agreement, dated as of April 19, 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among the Grantor, as the Borrower, Associated
Materials Holdings Inc., the various financial institutions and other Persons as
are or may become parties thereto, as the Lenders, the Administrative Agent,
Credit Suisse First Boston, Cayman Islands Branch, as Syndication Agent, CIBC
World Markets Corp., as Documentation Agent, and UBS Warburg LLC and Credit
Suisse First Boston Corporation, as Joint Lead Arrangers, the Lenders and the
Issuers have extended Commitments to make Credit Extensions to the Borrower;

         WHEREAS, in connection with the Credit Agreement, the Grantor has
executed and delivered a Borrower Security and Pledge Agreement, dated as of
April 19, 2002 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the "Security Agreement");

         WHEREAS, pursuant to the Credit Agreement and pursuant to clause (e) of
Section 4.5 of the Security Agreement, the Grantor is required to execute and
deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Patent Collateral (as defined below) to secure
all Obligations; and

         WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of each Secured Party, as follows:


                                          Borrower Security and Pledge Agreement
<PAGE>

         SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided in the Security Agreement.

         SECTION 2. Grant of Security Interest. The Grantor hereby grants to the
Administrative Agent, for its benefit and the ratable benefit of each other
Secured Party, a continuing security interest in all of the following property,
whether now or hereafter existing or acquired by the Grantor (the "Patent
Collateral"):

                  (a) all of its letters patent and applications for letters
         patent throughout the world, including all patent applications in
         preparation for filing and each patent and patent application referred
         to in Schedule I attached hereto;

                  (b) all reissues, divisions, continuations,
         continuations-in-part, extensions, renewals and reexaminations of any
         of the items described in clause (a);

                  (c) all of its patent licenses, and other agreements providing
         the Grantor with the right to use any items of the type referred to in
         clauses (a) and (b) above; and

                  (d) all proceeds of, and rights associated with, the foregoing
         (including license royalties and proceeds of infringement suits), the
         right to sue third parties for past, present or future infringements of
         any patent or patent application, and for breach or enforcement of any
         patent license.

         SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Patent Collateral with the United States Patent
and Trademark Office and corresponding offices in other countries of the world,
as applicable. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Administrative Agent for its benefit and the ratable benefit of each other
Secured Party under the Security Agreement. The Security Agreement (and all
rights and remedies of the Administrative Agent and each Secured Party
thereunder) shall remain in full force and effect in accordance with its terms.

         SECTION 4. Release of Liens. Upon (i) the Disposition of Patent
Collateral in accordance with the Credit Agreement or (ii) the occurrence of the
Termination Date, the security interests granted herein shall automatically
terminate with respect to (A) such Patent Collateral (in the case of clause (i))
or (B) all Patent Collateral (in the case of clause (ii)). Upon any such
Disposition or termination, the Administrative Agent will, at the Grantor's sole
expense, deliver to the Grantor, without any representations, warranties or
recourse of any kind whatsoever, all Patent Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Grantor such
documents as the Grantor shall reasonably request to evidence such termination.

         SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Administrative Agent with respect
to the security interest in the Patent Collateral granted hereby are more fully
set forth in the Security


                                          Borrower Security and Pledge Agreement
<PAGE>

Agreement, the terms and provisions of which (including the remedies provided
for therein) are incorporated by reference herein as if fully set forth herein.

         SECTION 6. Loan Document. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof, including Article XI thereof.

         SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                    * * * * *


                                          Borrower Security and Pledge Agreement
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered by its Authorized Officer as of the
date first above written.


                                       ASSOCIATED MATERIALS INCORPORATED


                                       By:_________________________________
                                          Title:



                                       UBS AG, STAMFORD BRANCH,
                                         as Administrative Agent

                                       By:_________________________________
                                          Title:

                                       By:_________________________________
                                          Title:


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                      SCHEDULE I
                                                    to Patent Security Agreement

Item A.  Patents (Based on searches conducted on 4/9/02)


                                 ISSUED PATENTS

                           ASSOCIATED MATERIALS, INC.

<TABLE>
<CAPTION>
U.S. PAT. NO.       TITLE                           INVENTOR(S)      ISSUE DATE         NOTES
-------------       -----                           -----------      ----------         -----
<S>                 <C>                             <C>              <C>                <C>
5,899,239           Tubular Fencing Components      Coulis           05/04/99
                    Formed from Plastic sheet
                    material

5,878,543           Interlocking side panel         Mowery           03/09/99

5,775,042           Siding panel with               Mowery et al.    07/07/98
                    interlocking projection

5,759,660           Plastic covered articles for    Coulis           06/02/98
                    railings and a method of
                    making the same

5,704,188           Post structure                  Coulis           01/06/98

5,661,939           Interlocking panel and method   Coulis et al.    09/02/97
                    of making the same

5,445,208           Vinyl door panel section        Shaner et al.    08/29/95

5,421,556           Modular fencing components      Dodge et al.     06/06/95

6,050,041           Splicing Member for Siding      Mowery           04/18/00
                    Panels

6,311,955           Fencing system with Partial     McGarry et al.   11/06/01
                    Wrap Components and Tongue
                    and Groove Board Substitute
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>


                           PENDING PATENT APPLICATIONS

                           ASSOCIATED MATERIALS, INC.

<TABLE>
<CAPTION>
U.S. APP. NO.       FILING      TITLE                                        STATUS
                    DATE
<S>                 <C>         <C>                                          <C>
09/298,823          4/26/99     Fencing System with Partial Wrap             Allowed, issue fee paid
                                Components and Tongue and Groove Board       07/17/01
                                Substitute

09/321,739          5/28/99     Interlocking Panel with Channel Nailing      Final Office Action response
                                Head                                         due 10/02/01 - request for
                                                                             instructions outstanding

09/496,496          2/2/00      Splicing Member for Siding Panels            Final Office Action response
                                                                             due 10/29/01

09/497,545          2/3/00      Clip for Siding Panels                       Final Office Action response
                                                                             due 11/11/01
</TABLE>

              ISSUED PATENTS THAT HAVE EXPIRED WITHIN PAST 6 YEARS

                           ASSOCIATED MATERIALS, INC.

<TABLE>
<CAPTION>
U.S. PAT. NO.        ISSUE DATE                                          NOTES
-------------        ----------                                          -----
<S>                  <C>                  <C>
4,320,613            03/23/82             -Grant of Security Interest from Associated Materials, Inc. to Associates
                                          Commercial Corp., 150 North Michigan Ave, Chicago, IL 60606 (Recorded
                                          10/12/84; Reel/Frame 004321/0726)

                                          -Grant of security Interest from entity known as Wilen Products, Inc.
                                          to Bankers Trust 7/5/2001. Appears to be an improperly recorded chain of
                                          title problem.

6,050,041            06/24/80             Splicing member for securing horizontally adjacent wallsiding panels.
4,209,049            06/24/80             Traction grip for tyre
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                       EXHIBIT B
                                       to Borrower Security and Pledge Agreement

                          TRADEMARK SECURITY AGREEMENT

         This TRADEMARK SECURITY AGREEMENT, dated as of ________ __, 200_ (this
"Agreement"), is made between ASSOCIATED MATERIALS INCORPORATED (the "Grantor"),
in favor of UBS AG, STAMFORD BRANCH, as administrative agent (together with its
successor(s) thereto in such capacity, the "Administrative Agent") for each of
the Secured Parties.

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Credit Agreement, dated as of April 19, 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among the Grantor, as the Borrower, Associated
Materials Holdings Inc., the various financial institutions and other Persons as
are or may become parties thereto, as the Lenders, the Administrative Agent,
Credit Suisse First Boston, Cayman Islands Branch, as Syndication Agent, CIBC
World Markets Corp., as Documentation Agent, and UBS Warburg LLC and Credit
Suisse First Boston Corporation, as Joint Lead Arrangers, the Lenders and the
Issuers have extended Commitments to make Credit Extensions to the Borrower;

         WHEREAS, in connection with the Credit Agreement, the Grantor has
executed and delivered a Borrower Security and Pledge Agreement, dated as of
April 19, 2002 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the "Security Agreement");

         WHEREAS, pursuant to the Credit Agreement and pursuant to clause (e) of
Section 4.5 of the Security Agreement, the Grantor is required to execute and
deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Trademark Collateral (as defined below) to
secure all Obligations; and

         WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of each Secured Party, as follows:


                                          Borrower Security and Pledge Agreement
<PAGE>

         SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided in the Security Agreement.

         SECTION 2. Grant of Security Interest. The Grantor hereby grants to the
Administrative Agent, for its benefit and the ratable benefit of each other
Secured Party, a continuing security interest in all of the following property,
whether now or hereafter existing or acquired by the Grantor (the "Trademark
Collateral"):

                  (a) (i) all of its trademarks, trade names, corporate names,
         company names, business names, fictitious business names, trade styles,
         service marks, certification marks, collective marks, logos and other
         source or business identifiers, and all goodwill of the business
         associated therewith, now existing or hereafter adopted or acquired
         including those registered in the United States Patent and Trademark
         Office and referred to in Schedule I hereto, whether currently in use
         or not, all registrations and recordings thereof and all applications
         in connection therewith, whether pending or in preparation for filing,
         including registrations, recordings and applications in the United
         States Patent and Trademark Office or in any office or agency of the
         United States of America or any State thereof or any other country or
         political subdivision thereof or otherwise, and all common-law rights
         relating to the foregoing, and (ii) the right to obtain all reissues,
         extensions or renewals of the foregoing (collectively referred to as
         the "Trademark");

                  (b) all Trademark licenses for the grant by or to the Grantor
         of any right to use any Trademark;

                  (c) all of the goodwill of the business connected with the use
         of, and symbolized by the items described in, clause (a), and to the
         extent applicable clause (b);

                  (d) the right to sue third parties for past, present and
         future infringements of any Trademark Collateral described in clause
         (a) and, to the extent applicable, clause (b); and

                  (e) all proceeds of, and rights associated with, the
         foregoing, including any claim by the Grantor against third parties for
         past, present or future infringement or dilution of any Trademark,
         Trademark registration or Trademark license, or for any injury to the
         goodwill associated with the use of any such Trademark or for breach or
         enforcement of any Trademark license and all rights corresponding
         thereto throughout the world.

         SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Trademark Collateral with the United States
Patent and Trademark Office and corresponding offices in other countries of the
world, as applicable. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Administrative Agent for its benefit and the ratable benefit of each other
Secured Party under the Security Agreement. The Security Agreement (and all
rights and remedies of the Administrative Agent and each Secured Party
thereunder) shall remain in full force and effect in accordance with its terms.


                                          Borrower Security and Pledge Agreement
<PAGE>

         SECTION 4. Release of Liens. Upon (i) the Disposition of Trademark
Collateral in accordance with the Credit Agreement or (ii) the occurrence of the
Termination Date, the security interests granted herein shall automatically
terminate with respect to (A) such Trademark Collateral (in the case of clause
(i)) or (B) all Trademark Collateral (in the case of clause (ii)). Upon any such
Disposition or termination, the Administrative Agent will, at the Grantor's sole
expense, deliver to the Grantor, without any representations, warranties or
recourse of any kind whatsoever, all Trademark Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Grantor such
documents as the Grantor shall reasonably request to evidence such termination.

         SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Administrative Agent with respect
to the security interest in the Trademark Collateral granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

         SECTION 6. Loan Document. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof, including Article XI thereof.

         SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                    * * * * *


                                          Borrower Security and Pledge Agreement
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered by Authorized Officer as of the date
first above written.


                                         ASSOCIATED MATERIALS INCORPORATED


                                         By:_________________________________
                                            Title:



                                         UBS AG, STAMFORD BRANCH,
                                           as Administrative Agent

                                         By:_________________________________
                                            Title:

                                         By:_________________________________
                                            Title:


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                      SCHEDULE I
                                                 to Trademark Security Agreement

Item A. Trademarks (Based on searches conducted on or about 03/21/02)

                             ACTIVE U.S. TRADEMARKS

                OWNERSHIP (PTO DATABASE) LISTED AS: ALSIDE, INC.

<TABLE>
<CAPTION>
          MARK            SERIAL/REG.   FILING/REG.       STATUS            NOTES
                               #          DATE
<S>                       <C>           <C>               <C>               <C>
PRESERVATON               SN:           Filed 2/1/01      Pending Class
                          76/203,105                      19

GALLERY                   SN:           Filed 9/26/00     Pending Class
                          76/135,518                      19

BRIAR-CUT                 SN:           Filed 11/6/00     Pending Class
SUPREME                   76/160,325                      19
</TABLE>

   OWNERSHIP (PTO DATABASE) LISTED AS: ALSIDE, INC., A DIVISION OF ASSOCIATED
                                MATERIALS, INC.

<TABLE>
<S>                       <C>           <C>               <C>
PRO 90                    Reg.          9/24/85           Registered
                          1,361,884                       Class 17
</TABLE>

      OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A
                                  ALSIDE, INC.

<TABLE>
<S>                       <C>           <C>               <C>
PRESERVATION              SN:           Filed 3/6/01      Pending Class
                          76/219,994                      19

ECLIPSE-                  SN:           Filed 4/10/01     Pending Class
FLATSEAM                  76/238,084                      19
VINYL SIDING

PRESERVATION-             SN:           Filed 4/4/01      Pending Class
PRESERVING THE            76/235,418                      19
CHARACTER OF
YOUR HOME
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                       <C>           <C>               <C>
ULTRABEAM                 SN:           Filed 5/25/01     Pending Class
                          76/261,918                      19

CLIMASHIELD               SN:           Filed 5/25/01     Pending Class
                          76/261,919                      17

ECLIPSE                   SN:           Filed 2/7/01      Pending Class
                          76/205,933                      19

EXCALIBUR                 Reg.          9/15/98           Registered
                          2,189,267                       Class 19

THE CENTURY               Reg.          6/28/88           Registered
SERIES                    1,494,265                       Class 6

WESTWOOD                  Reg.          8/1/89            Registered
                          1,549,811                       Class 6

GREENBRIAR III            Reg.          2/21/89           Registered
                          1,525,701                       Class 19

XPE                       Reg.          9/19/89           Registered
                          1,556,851                       Class 19

HISTORICAL SERIES         Reg.          8/22/89           Registered
                          1,552,496                       Class 6

WILLIAMSPORT              Reg.          9/10/91           Registered
                          1,656,826                       Class 19

ULTRAMAXX                 Reg.          7/7/92            Registered
                          1,699,824                       Class 19

SADDLEWOOD SUPREME        Reg.          7/28/92           Registered
                          1,704,109                       Class 6

CYPRESS CREEK             Reg.          11/2/93           Registered
                          1,802,741                       Class

ULTRAGUARD                Reg.          11/9/93           Registered
                          1,803,751                       Class 19

ALPHA                     Reg.          4/5/94            Registered
                          1,829,854                       Class 19
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                       <C>           <C>               <C>
THE ULTIMATE FENCE        Reg.          8/29/95           Registered
                          1,914,954                       Class 19

GREENBRIAR IV             Reg.          1/2/96            Registered
                          1,945,878                       Class 19

HAMPSHIRE DUTCH LAP       Reg.          1/24/89           Registered
                          1,521,836                       Class 19

ALSIDE                    Reg.          9/24/85           Registered
                          1,361,396                       Class 6

BLAIR-CUT 2000            Reg.          10/1/85           Registered
                          1,362,889                       Class 6

ALSIDE (STYLIZED)         Reg.          10/1/85           Registered
                          1,362,890                       Class 6

FIRST ON AMERICA'S        Reg.          9/24/85           Registered
HOMES                     1,361,397                       Class 6

LIFEWALL                  Reg.          9/15/92           Registered
                          1,715,783                       Class 19

SUPER STEEL SIDING        Reg.          7/7/92            Registered
                          1,698,757                       Class 6

NOVA IV                   Reg.          2/7/89            Registered
                          1,523,504                       Class 19

SATINWOOD*                Reg.          12/17/85          Registered
                          1,376,459                       Class 6

POLYMER P-5000            Reg.          12/3/85           Registered
                          1,373,253                       Class 2

FIRST ON AMERICAS'S       Reg.          11/26/85          Registered
HOMES                     1,372,534                       Class 17 and
                                                          19

VYNASOL                   Reg.          12/17/85          Registered
                          1,375,459                       Class 6
</TABLE>

* Supplemental Register 420134-1


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                       <C>           <C>               <C>
ALSIDE                    Reg.          12/10/85          Registered
                          1,374,768                       Class 17

AIR-CUSHION               Reg.          10/14/69          Registered
                          878,491                         Class 17

ALSIDE                    Reg.          10/22/85          Registered
(STYLIZED)                1,366,665                       Class 17 & 19

MARQUIS                   Reg.          2/18/86           Registered
                          1,383,012                       Class 6

LIMITED EDITION           Reg.          2/25/86           Registered
SERIES (STYLIZED)         1,383,959                       Class 6

CENTURION                 Reg.          2/18/86           Registered
                          1,383,011                       Class 6

ODYSSEY                   Reg.          11/4/86           Registered
                          1,415,900                       Class 19

CONQUEST                  Reg.          1/6/98            Registered
                          2,126,899                       Class 19

CLIMATECH                 Reg.          1/16/01           Registered
                          2,420,765                       Class 19
</TABLE>

     OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. ("AMI")

<TABLE>
<S>                      <C>            <C>               <C>             <C>
OMNI WINDOWS & Design    Reg.           11/13/84          Registered      *Grant of Security Interest from AMI to
                         1,305,040                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246).

THE ENDURA SUPREME       Reg.           2/2/84            Registered      *Grant of Security Interest from AMI to
SERIES                   1,267,968                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ALSIDE (STYLIZED)        Reg.           3/26/85           Registered      *Grant of Security Interest from AMI to
                         1,326,551                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                      <C>            <C>               <C>             <C>
ALSIDE (STYLIZED)        Reg.           3/26/85           Registered      *Grant of Security Interest from AMI to
                         1,326,987                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

GUARD-ALL                Reg.           2/14/84           Registered      *Grant of Security Interest from AMI to
                         1,267,139                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

OMNI                     Reg.           8/14/84           Registered      *Grant of Security Interest from AMI to
                         1,290,081                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

AMERICUT                 Reg.           10/2/84           Registered      *Grant of Security Interest from AMI to
                         1,298,386                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ELEGANCE IV              Reg.           10/16/84          Registered      *Grant of Security Interest from AMI to
                         1,300,571                        Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

EXCALIBUR                Reg.           10/23/84          Registered      *Grant of Security Interest from AMI to
                         1,301,211                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

GUARD-ALL                Reg.           11/13/84          Registered      *Grant of Security Interest from AMI to
                         1,304,689                        Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

STEEL-KING               Reg.            7/29/69          Registered      *Grant of Security Interest from AMI to
                         873,696                          Class 6         Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

WEATHER-GRAIN            Reg.            9/18/73          Registered      *Grant of Security Interest from AMI to
(STYLIZED)               968,479                          Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                             ACTIVE U.S. TRADEMARKS

<TABLE>
<S>                      <C>            <C>               <C>             <C>
SAW-KERF                 Reg. 973,218   11/20/73          Registered      *Grant of Security Interest from AMI to
                                                          Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

THE DESIGNER'S           Reg. 1,242,108  6/14/83          Registered      *Grant of Security Interest from AMI to
SELECTION                                                 Class 19        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

SUPER-PVC                Reg. 827,371    4/11/67          Registered      *Grant of Security Interest from AMI to
(STYLIZED)                                                Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

FORMULA PC               Reg. 827,752    4/25/67          Registered      *Grant of Security Interest from AMI to
PROTECTIVE COATING                                        Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

RIGID-STONE (STYLIZED)   Reg. 824,306   2/21/67           Registered      *Grant of Security Interest from AMI to
                                                          Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

ALSIDE (STYLIZED)        Reg. 507,692   3/15/49           Registered      *Grant of Security Interest from AMI to
                                                          Class 12        Associates Commercial Corp. (Recorded
                                                                          10/12/84; Reel/Frame 0483/0246)
</TABLE>

    OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC.; HOWEVER,
                     COMPANY LISTS OWNERSHIP AS "AMERCABLE"

<TABLE>
<S>                     <C>             <C>             <C>
TIGER                   Reg. 2,412,368  12/12/00        Registered
                                                        Class 6

GEXOL                   Ser.            10/13/00        Pending Class
                        76/147,065                      9, 17
</TABLE>

                            FOREIGN FILED TRADEMARKS

<TABLE>
<CAPTION>
        MARK*           SERIAL/REG. #   FILING/REG. DATE      STATUS            NOTES
<S>                     <C>             <C>                   <C>               <C>
ALSIDE-Canada           Reg. 111,282    8/22/88               Registered
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                            FOREIGN FILED TRADEMARKS

<TABLE>
<CAPTION>
        MARK*           SERIAL/REG. #   FILING/REG. DATE      STATUS            NOTES
<S>                     <C>             <C>                   <C>               <C>
ALSIDE-Australia        Reg. 708,426    5/13/96               Registered

ALSIDE-Poland           Serial #        4/21/00               Registered
                        Z-163657                              Class 19
</TABLE>

                             ADDITIONAL TRADEMARKS(2)

      OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A
                                  ALSIDE, INC.

<TABLE>
<CAPTION>
         MARK*            SERIAL/REG.   FILING/REG. DATE      STATUS            NOTES
                               #
<S>                       <C>           <C>                   <C>               <C>
  THE BEST CHOICE FOR         Reg.      09/26/95              Reg. Class 19
       YOUR HOME           1,922,036

      COLORCONNECT         78/111,492   02/27/02              Reg. Class 42

       FAIRFIELD           78/108,324   02/12/02              Reg. Cl. 19

THE ARCHITECTURAL COLOR    78/099,211   12/19/01              Reg. Cl. 19
       COLLECTION

  REVOLUTION BY ALSIDE     78/094,312   11/20/01              Reg. Cl. 19

       REVOLUTION          78/094,307   11/20/01              Reg. Cl. 19

</TABLE>


(2) The trademarks listed in this chart were not revealed by the company but
were disclosed via our search results. While these trademarks may have been
omitted by the Company due to alleged non-use they may, however, retain common
law protection. Thus, we have included them in these schedules.


                                          Borrower Security and Pledge Agreement
<PAGE>


<TABLE>
<S>                        <C>          <C>                   <C>
  THE NATURE OF SIDING     78/092,136   11/07/01              Pending,
                                                              Intent to
                                                              Use, Class 19

        EVERDOOR           78/089,994   10/24/01              Reg. Cl. 19

       BROOKWOOD           1,457,169    09/15/87              Reg. Cl. 6
</TABLE>

         OWNERSHIP (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC.

<TABLE>
<S>                       <C>           <C>               <C>             <C>
PREMIUM POLY SHUTTERS     1,175,172     10/27/81          Reg. Cl. 19     *Grant of Security Interest from AMI to
                                                                          Associated Commercial Corp. (recorded
                                                                          10/12/84; Reel/Frame 0483/0246)

     WINDBREAKER          1,184,432     01/05/82          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

  SUPER STEEL SIDING       915,290      06/15/71          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      CAPE COD 5           820,917      12/20/66          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

  ALSIDE ELECTROLON        815,722      09/27/66          Reg. Cl. 2      *Grant of Security Interest from AMI
 SUPER ELECTROSTATIC                                                      (alone) to Associated Commercial Corp.
        FINISH                                                            (recorded 10/12/84; Reel/Frame 0483/0246)

  BUILDERS ALUMINUM        726,365      01/09/62          Reg. Cl. 19     *Grant of Security Interest from AMI
        SIDING                                                            (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

     STRATA-FOAM        911,714         05/25/71          Reg. Cl. 17     *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                        <C>          <C>               <C>             <C>
      WOOD-TONE            799,375      11/30/65          Reg. Cl. 19     *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      TUFF-SIDE            743,230      01/08/63          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246

       GARD-IT             757,584      10/01/63          Reg. Cl. 19     *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

    SELECT A COLOR         791,654      06/29/65          Reg. Cl. 6      *Grant of Security Interest from AMI
                                                                          (alone) to Associated Commercial Corp.
                                                                          (recorded 10/12/84; Reel/Frame 0483/0246)

      ELECTROLON           823,575      02/07/67          Reg. Cl. 2      *Grant of Security Interest from AMI (alone) to
                                                                          Associated Commercial Corp. (recorded 10/12/84;
                                                                          Reel/Frame 0483/0246)
</TABLE>

             TRADEMARKS RENDERED ABANDONED, CANCELLED OR EXPIRED(2)

 OWNER (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A ALSIDE, INC.

<TABLE>
<S>                       <C>             <C>                <C>
HISTORICAL COLLECTION     1,887,912       Filed 04/04/95     -Cancelled 04/13/02

      STERLING           74/493,556       Filed 2/23/94      -Abandoned after Inter-Partes Decision (10/11/96)


  HISTORICAL SERIES      74/411,193       Filed 07/12/93     -Abandoned - (ITU) Failure to Respond (09/13/94)
</TABLE>

(2) The trademarks listed in this chart were also not revealed by the company
but were disclosed via our search results. Again, despite any non-use due to
abandonment, cancellation or expiration, they may retain common law protection.
Thus, we have included them in these schedules.


                                          Borrower Security and Pledge Agreement
<PAGE>


<TABLE>
<CAPTION>
<S>                      <C>              <C>                <C>
       ODYSSEY           74/379,400       Filed 04/16/93     -Cancelled - Section 8 (Recorded 01/07/01; Cancellation
                                                             in OG 02/20/01)

       AMEREX            73/694,189       Filed 11/09/87     -Abandoned - After Inter Partes Decision (08/10/89)

 PREMIUM RIGID BRICK      1,413,390        Reg. 10/14/86     -Cancelled - Section 8 (recorded 04/19/93; OG 06/01/93)

 PREMIUM RIGID STONE      1,413,391        Reg. 10/14/86     -Cancelled - Section (recorded 04/19/93; OG 06/01/93)

 PREMIUM RIGID SHAKE      1,413,392        Reg. 10/14/86     -Cancelled - section 8 (recorded 04/19/93; OG 06/01/93)

     HISTORICAL           1,473,170        Reg. 01/19/88     -Cancelled - Section 8 (recorded 07/25/94; OG 09/06/94)

    HARBOR POINTE         1,500,548        Reg. 08/16/88     -Cancelled - Section  8 (recorded 02/20/95; OG 04/04/95)

   COUNTRY ESTATE         1,531,984        Reg. 03/28/89     -Cancelled - Section 8 (recorded 10/02/95; OG 11/14/95)

    CARRIAGE PATH         1,500,549        Reg. 08/16/88     -Cancelled - Section 8 (recorded 02/20/95; OG 04/04/95)

  DESIGNERS' CHOICE       1,540,113        Reg. 05/23/89     -Cancelled - Section 8 (recorded 11/27/95; OG
                                                             cancellation 01/09/96)

         AMI              1,582,219        Reg. 02/13/90     -Cancelled - Section 8 (cancellation recorded 08/20/96;
                                                             cancellation in OG 10/01/96)

      EXCALIBUR           1,565,956        Reg. 11/14/89     -Cancelled  - Section 8 (recorded 05/20/96;
                                                             cancellation in OG07/02/96)

       PRO 900            1,649,492        Reg. 07/02/91     -Cancelled - Section 8 (cancellation recorded 01/06/98;
                                                             cancellation in OG 02/17/98)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                       <C>              <C>               <C>
      LIFEWALL            1,316,981        Reg. 01/29/85     -Cancelled - Section 8 (cancellation recorded 05/29/92;
                                                             cancellation in OG 07/07/92)
</TABLE>

           OWNER (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC.

<TABLE>
<S>                       <C>              <C>               <C>
  BRIAR-CUT SUPREME       1,149,591        03/31/81          -Cancelled 04/06/02

                                                             *Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  SUPER RIGID SHAKE       1,030,333        Reg. 01/13/76     -Expired - 10/21/96

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     STRATACITE            888,536         Reg. 03/31/70     -Expired - 11/04/92

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     STRATA-WAL            988,729         Reg. 07/23/74     -Expired - 05/01/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      LIFEWALL             603,195         Reg. 03/15/55     -Expired - 12/18/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      BRIAR-CUT            893,120         Reg. 06/23/70     -Expired 07/06/01

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

    INTERNATIONAL          889,603         Reg. 04/21/70     -Expired 11/04/92
  DESIGNS BY ALSIDE
                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>


<TABLE>
<S>                       <C>              <C>               <C>
     RIVET-SEAL            902,481         Reg. 11/17/70     -Expired 11/04/92

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     LUSTRE-TONE          1,025,089        Reg. 11/18/75     -Expired 08/26/96

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  VYNASOL SATINWOOD        902,470         Reg. 11/17/70     -Expired (11/04/92)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  SUPER RIGID-BRICK        976,213         Reg.01/08/74      -Expired 02/23/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

   SUPER RIGIDIZED         969,851         Reg. 10/02/73     -Expired (Supp. Reg.) 07/11/94

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     ALUMA KING            602,619         Reg. 03/01/55     -Expired 12/04/95

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

 ULTRA WEATHER GRAIN      1,085,875        Reg. 02/21/78     -Expired 11/30/98

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      VYNA-KLAD           1,078,749        Reg. 12/06/77     -Expired 09/14/98

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>


<TABLE>
<S>                       <C>              <C>               <C>
      ULTRALUM            1,078,433        Reg. 11/29/77     -Expired (09/01/98)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     STRATA-SASH          1,095,996        Reg. 07/11/78     -Expired (04/19/99)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

        ALPHA             1,095,997        Reg. 07/11/78     -Expired (04/19/99)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

      COMMODORE           1,095,998        Reg. 07/11/78     -Expired 04/19/99

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

       POLY II            1,118,802        Reg. 05/22/79     -Expired (12/15/00)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

  ULTRA DEEP GRAIN        1,119,509        Reg. 06/05/79     -Expired 07/03/00

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)

     ULTRA-GUARD          1,134,442        Reg. 05/06/80     -Cancelled - Section 8 (recorded 05/12/01; OG 06/26/01)

                                                             Grant of Security Interest from AMI (alone) to
                                                             Associated Commercial Corp. (recorded 10/12/84;
                                                             Reel/Frame 0483/0246)
</TABLE>

                  OWNER (PTO DATABASE) LISTED AS: ALSIDE, INC.

<TABLE>
<S>                      <C>                 <C>             <C>
      PORTRAIT           76/135,519          09/26/00        -Abandoned - Failure to Respond (01/09/02)
</TABLE>

   OWNER (PTO DATABASE) LISTED AS: ASSOCIATED MATERIALS, INC. D/B/A AMERCABLE


                                          Borrower Security and Pledge Agreement
<PAGE>

<TABLE>
<S>                      <C>              <C>                <C>
      AMERGUIDE          74/527,133       Filed 05/09/94     -Abandoned - Failure to Respond (07/07/95)
       AMEREX            73/611,688       Filed 07/28/86     Abandoned - Failure to Respond (05/15/87)
</TABLE>

             OWNER (PTO DATABASE) LISTED AS: ALPINE INDUSTRIES, INC.

    (AMI acquired substantially all of the assets of Alpine Industries, Inc.
                           on or about October, 2000)

 Note: All of the IP owned by Alpine Industries, Inc. has been assigned to other
            entities, except for the few below (which are abandoned).

<TABLE>
<S>                      <C>              <C>                <C>
 ALPINE SOUND SHIELD     74/193,616       Filed 08/12/91     -Abandoned - Failure to Respond (10/01/92)

    SNOW-FIGHTER         73/396,268       Filed 09/30/82     -Abandoned - Failure to Respond (01/18/84)
</TABLE>


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                       EXHIBIT C
                                       to Borrower Security and Pledge Agreement

                          COPYRIGHT SECURITY AGREEMENT

         This COPYRIGHT SECURITY AGREEMENT, dated as of ________ __, 200_ (this
"Agreement"), is made between ASSOCIATED MATERIALS INCORPORATED (the "Grantor"),
in favor of UBS AG, STAMFORD BRANCH, as administrative agent (together with its
successor(s) thereto in such capacity, the "Administrative Agent") for each of
the Secured Parties.

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Credit Agreement, dated as of April 19, 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among the Grantor, as the Borrower, Associated
Materials Holdings Inc., the various financial institutions and other Persons as
are or may become parties thereto, as the Lenders, the Administrative Agent,
Credit Suisse First Boston, Cayman Islands Branch, as Syndication Agent, CIBC
World Markets Corp., as Documentation Agent, and UBS Warburg LLC and Credit
Suisse First Boston Corporation, as Joint Lead Arrangers, the Lenders and the
Issuers have extended Commitments to make Credit Extensions to the Borrower;

         WHEREAS, in connection with the Credit Agreement, the Grantor has
executed and delivered a Borrower Security and Pledge Agreement, dated as of
April 19, 2002 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the "Security Agreement");

         WHEREAS, pursuant to the Credit Agreement and pursuant to clause (e) of
Section 4.5 of the Security Agreement, the Grantor is required to execute and
deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Copyright Collateral (as defined below) to
secure all Obligations; and

         WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of each Secured Party, as follows:

         SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided in the Security Agreement.

         SECTION 2. Grant of Security Interest. The Grantor hereby grants to the
Administrative Agent, for its benefit and the ratable benefit of each other
Secured Party, a continuing security interest in all of the following (the
"Copyright Collateral"), whether now or hereafter existing or acquired by the
Grantor: all copyrights of the Grantor, whether statutory or


<PAGE>

common law, registered or unregistered and whether published or unpublished, now
or hereafter in force throughout the world including all of the Grantor's right,
title and interest in and to all copyrights registered in the United States
Copyright Office or anywhere else in the world and also including the United
States copyrights referred to in Schedule I hereto, and registrations and
recordings thereof and all applications for registration thereof, whether
pending or in preparation, all copyright licenses, the right to sue for past,
present and future infringements of any of the foregoing, all rights
corresponding thereto, all extensions and renewals of any thereof and all
proceeds of the foregoing, including licenses, royalties, income, payments,
claims, damages and proceeds of suit.

         SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Copyright Collateral with the United States
Copyright Office and corresponding offices in other countries of the world, as
applicable. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Administrative Agent for its benefit and the ratable benefit of each other
Secured Party under the Security Agreement. The Security Agreement (and all
rights and remedies of the Administrative Agent and each Secured Party
thereunder) shall remain in full force and effect in accordance with its terms.

         SECTION 4. Release of Liens. Upon (i) the Disposition of Copyright
Collateral in accordance with the Credit Agreement or (ii) the occurrence of the
Termination Date, the security interests granted herein shall automatically
terminate with respect to (A) such Copyright Collateral (in the case of clause
(i)) or (B) all Copyright Collateral (in the case of clause (ii)). Upon any such
Disposition or termination, the Administrative Agent will, at the Grantor's sole
expense, deliver to the Grantor, without any representations, warranties or
recourse of any kind whatsoever, all Copyright Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Grantor such
documents as the Grantor shall reasonably request to evidence such termination.

         SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Administrative Agent with respect
to the security interest in the Copyright Collateral granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

         SECTION 6. Loan Document. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof, including Article XI thereof.

         SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                    * * * * *


                                          Borrower Security and Pledge Agreement
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered by its Authorized Officer as of the
date first above written.


                                       ASSOCIATED MATERIAL INCORPORATED


                                       By:  ___________________________________
                                            Name:
                                            Title:



                                       UBS AG, STAMFORD BRANCH,
                                         as Administrative Agent

                                       By:  ___________________________________
                                            Name:
                                            Title:


                                       By:  ___________________________________
                                            Name:
                                            Title:


                                          Borrower Security and Pledge Agreement
<PAGE>

                                                                      SCHEDULE I
                                                 to Copyright Security Agreement

Item A.  Copyrights/Mask Works

                        Registered Copyrights/Mask Works

NONE

              Copyright/Mask Work Pending Registration Applications

NONE


                                          Borrower Security and Pledge Agreement