**EMPLOYMENT
      AGREEMENT**




**THIS
      AGREEMENT** is
      entered into on Aug
      14th ,
      2006
      (the “ ***Execution
      Date*** ”),
      by
      and between **PLY
      GEM INDUSTRIES, INC.** ,
      a
      Delaware corporation (“ ***Employer*** ”)
      and **GARY
      E. ROBINETTE** (“ ***Employee*** ”).
      For
      purposes of this Agreement, the “ ***Companies*** ”
shall
      mean, collectively, Employer and any affiliates of Employer with whom Employee
      is employed during the Term (as defined below).




**WHEREAS** ,
      the
      Companies desire to employ Employee and to enter into an agreement embodying
      the
      terms of such employment and considers it essential to their best interests
      and
      the best interests of their stockholders to foster the employment of Employee
      by
      the Companies during the term of this Agreement;




**WHEREAS** ,
      Employee desires to accept such employment with and participation in the
      ownership of the Companies and to enter into this Agreement;




**WHEREAS** ,
      Employee is willing to accept employment on the terms hereinafter set forth
      in
      this Agreement;




**WHEREAS** ,
      the
      parties desire that Employee commence his employment with the Companies as
      of a
      date (the “ ***Effective
      Date*** ”)
      not
      later than October 6, 2006, to be designated by Employee by advance written
      notice to the Companies of at least ten (10) days; and




**WHEREAS** ,
      except
      as specifically provided herein, this Agreement shall become effective, and
      Employee’s employment with the Companies shall commence, as of the Effective
      Date.




**NOW
      THEREFORE** ,
      in
      consideration of the premises and mutual covenants herein and for other good
      and
      valuable consideration, the parties agree as follows:




1.  **Employment** .
      The
      Companies agree to employ Employee, and Employee accepts employment with the
      Companies pursuant to the terms and conditions set forth in this Agreement.
      Employee will devote his full business time, attention and best effort to the
      performance of his duties and responsibilities as an Employee of the Companies
      for the benefit of the Companies and will not engage in any other business,
      profession or occupation for compensation or otherwise which would conflict
      or
      interfere with the rendition of such services either directly or indirectly,
      without the prior written consent of the Board of Directors of Employer (the
      “ ***Board*** ”).
      Without limiting the foregoing, Employee may continue to serve as a member
      of
      the Boards of Directors of the organizations listed on Exhibit A and may serve
      as a member of the Boards of Directors of such other organizations as approved
      by the Board at its discretion, so long as Employee’s service on such Boards
      does not conflict or interfere, either directly or indirectly, with the
      rendition of his services to the Companies. Employee shall serve as President
      and Chief Executive Officer of Employer and as a member of the Board and shall
      have such duties and responsibilities as are consistent with the duties and
      responsibilities of a President and Chief Executive Officer. Employee shall
      also
      serve as President and Chief Executive Officer and/or a member of the Board
      of
      Directors of any of the other Companies as the Board may determine from time
      to
      time.







2.  **Term
      and Termination** .




(a)  Subject
      to Section 2(b) below, the term of this Agreement will commence as of the
      Effective Date and continue until the second anniversary of the Effective Date;
      provided, however, that, commencing with such second anniversary date and on
      each anniversary of such date thereafter (each an “ ***Extension
      Date*** ”) ,
      this
      Agreement will automatically renew for an additional one (1) year term, unless
      the Companies or Employee provides the other party hereto 60 days’ prior written
      notice before the Extension Date that the term shall not be extended. The
      initial two-year term of this Agreement (the “ ***Initial
      Term*** ”)
      and
      any renewal thereof shall be referred to herein as the Term.




(b)  This
      Agreement and Employee’s employment hereunder may be terminated by the Companies
      with or without “Cause” or by Employee whether or not following a “Material
      Adverse Change” (as such terms are defined below). In the case of a termination
      by the Companies without Cause or by Employee whether or not following a
      Material Adverse Change, such termination shall be effective upon 60 days’
advance written notice to the other party. During the Term, if Employee’s
      employment is terminated by the Companies without Cause or by Employee following
      a Material Adverse Change, subject to Employee’s execution of a release of all
      claims against the Companies in a form provided by the Companies, which shall
      be
      substantially in the form attached hereto as Exhibit B, and to his continued
      compliance with the provisions of Sections 4, 5, 6 and 7 of this Agreement,
      Employee shall be entitled to receive (i) continued payment of the “Salary” (as
      defined below) for two years following the date of such termination (such
      two-year period, the “ ***Severance
      Period*** ”),
      payable in accordance with the normal payroll practices of the Companies, (ii)
      continuation of medical and dental benefits at the cost of the Companies,
      pursuant to the same benefit plans as in effect for active employees of the
      Companies, until the earlier to occur of the end of the Severance Period and
      the
      date on which Employee becomes eligible to receive comparable health benefits
      from any subsequent employer; provided, that if continuation of such benefits
      would be inconsistent with the terms of such benefit plans, the Companies will
      reimburse Employee for amounts incurred in maintaining substantially similar
      coverage under an individual policy in an amount not to exceed $20,000 per
      year
      and (iii) payment of the “Bonus” (as defined below) in respect of the fiscal
      year of termination (the “ ***Year
      One Bonus*** ”),
      the
      Bonus for the fiscal year following the year of termination (the “ ***Year
      Two Bonus*** ”)
      and a
      pro-rated portion of the Bonus for the fiscal year ending two years after the
      year of termination (the “ ***Pro-Rated
      Year Three Bonus*** ”),
      in
      each case, based on actual achievement for the full year of termination. The
      Year One Bonus will be an amount equal to the Bonus that Employee would have
      received with respect to the fiscal year of termination had his employment
      continued through the end of such year, and will be paid when the Bonus for
      such
      year would otherwise have been paid to Employee had his employment continued
      through the end of such year. The Year Two Bonus will be an amount equal to
      the
      Year One Bonus, and will be paid when the Bonus for the fiscal year following
      the year of termination would otherwise have been paid to Employee had his
      employment continued through the end of such year. The Pro-Rated
      Year Three Bonus will be an amount equal to (x) the Year One Bonus multiplied
      by
      (y) a fraction, the denominator of which is 365 and the numerator of which
      is
      the number of days that Employee was employed by the Companies in the year
      of
      termination, and will be paid when the Bonus for the fiscal year ending two
      years after the year of termination would otherwise have been paid to Employee
      had his employment continued through the end of such year. The severance
      payments and benefits described in (i) through (iii) of this paragraph shall
      be
      referred to herein, collectively, as the “ ***Severance*** ”.
      Employee shall have no further rights to any compensation or any other benefits
      under this Agreement or under any severance policy or program of the Companies.
      In the event that either party elects not to extend the Term pursuant to Section
      2(a) above, unless Employee’s employment is earlier terminated pursuant to this
      Section 2(b), Employee’s termination of employment hereunder (whether or not
      Employee continues as an employee of the Companies thereafter) shall be deemed
      to occur upon expiration of the Term, and Employee shall not be entitled to
      the
      payments described in this Section 2(b). Employee may terminate his employment
      with the Companies for any reason; provided, that Employee will be required
      to
      give the Companies at least 60 days’ advanced notice of such resignation. If
      Employee’s employment by the Companies continues beyond the end of the Term
      without extension pursuant to Section 2(a) above, Employee shall be an employee
      at will and upon termination from such employment at will, he will be entitled
      to severance only under the Companies’ plan or policy applicable to similarly
      situated senior executives.




2


(c)  For
      purposes of the Agreement, “ ***Cause*** ”
shall
      mean the following actions of Employee: (i) Employee’s willful and continued
      failure to perform substantially his material duties (other than any such
      failures resulting from, or contributed to by, incapacity due to physical or
      mental illness), after a written demand for substantial performance is delivered
      to him by the Board, which notice specifically identifies the manner in which
      he
      has not substantially performed his material duties, and his neglect to cure
      such failure within 30 days; (ii) Employee’s willful failure to follow the
      lawful direction of the Board; (iii) Employee’s material act of dishonesty or
      breach of trust in connection with the performance of his duties to the
      Companies; (iv) Employee’s conviction of, or plea of guilty or no contest to,
      (x) any felony or (y) any misdemeanor having as its predicate element fraud,
      dishonesty or misappropriation; or (v) a civil judgment in which any of the
      Companies is awarded damages from Employee in respect of a claim of loss of
      funds through fraud or misappropriation by Employee, any of which has become
      final and is not subject to further appeal.




(d)  For
      purposes of this Agreement, “ ***Material
      Adverse Change*** ”
shall
      mean any of the following, without Employee’s express written consent: (i)
      assignment to Employee of any duties that are inconsistent with his position,
      duties and responsibilities and status with the Companies as President and
      Chief
      Executive Officer; (ii) reduction of the Salary or “Target Bonus” (as defined
      below); or (iii) any action by the Companies that would reduce or deprive
      Employee of any material employee benefit enjoyed by Employee, except where
      such
      change is applicable to all employees participating in such benefit plan;
      provided, that a Material Adverse Change shall cease to exist for an event
      on
      the 60th day following the later of its occurrence or Employee’s actual
      knowledge thereof, unless Employee has given the Companies written notice
      thereof prior to such date.




(e)  If
      the
      payment of the Severance pursuant to this Section 2 causes Employee to become
      subject to the golden parachute excise tax rules of Internal Revenue Code
      Section 4999, then the Companies will pay Employee a gross-up amount calculated
      so that after all taxes are paid on the gross-up, Employee will have sufficient
      funds remaining to pay the Section 4999 tax imposed on the Severance. This
      gross-up will be calculated and administered by the Companies under procedures
      developed by them with their auditors, and Employee agrees to cooperate as
      reasonably requested by the Companies (including, without limitation, by
      claiming any available tax refunds) with a view to achieving the purpose of
      this
      Section 2(e), which is to keep Employee whole with respect to the Severance
      (that is, as if the parachute tax had not applied to the Severance) rather
      than
      to confer any additional compensatory benefit.




3


3.  **Salary
      and Benefits** .




(a)  Salary. During
      the Term, Employee shall be entitled to an annual base salary, payable in
      accordance with the normal payroll practices of the Companies (the “ ***Salary*** ”).
      The
      Salary shall be paid at the annual rate of $530,000 with respect to the period
      commencing on the Effective Date and ending on the last day of fiscal year
      2006.
      With respect to any fiscal year during the Term following 2006, the Salary
      shall
      be determined by the Compensation Committee of the Board (the “ ***Compensation
      Committee*** ”),
      and
      shall in no event be paid at an annual rate less than $530,000 per fiscal
      year.




(b)  Benefits .
      During
      the Term, Employee will have the right to participate in and receive benefits
      under the Companies’ employee benefit plans (other than any severance plan) at
      the same level as other senior executives of the Companies, subject to
      compliance with each plan’s requirements for participation, including 401K,
      medical insurance, life insurance, disability insurance, expense reimbursement,
      car allowance and holidays. The benefits identified herein are not intended
      to
      be exclusive, but are not intended to include any severance plan.




(c)  Vacation .
      During
      the Term, Employee shall be entitled to approximately four weeks of paid
      vacation each fiscal year, with the exact amount of such vacation determined
      at
      Employee’s reasonable discretion.




(d)  Temporary
      Living and Relocation Expenses .
      During
      the period of time commencing on the Effective Date and ending on the date
      that
      Employee relocates his principal residence from Raleigh, North Carolina to
      Employer’s headquarters in Kearney, Missouri or a subsequent headquarters of
      Employer (the “ ***Headquarters*** ”),
      the
      Companies will reimburse Employee for reasonable expenses incurred in connection
      with (i) locating and maintaining temporary housing and an automobile in the
      Headquarters area and (ii) air travel between Raleigh and the Headquarters.
      In
      addition, if Employee relocates his principal residence from Raleigh to the
      Headquarters area, the Companies will reimburse him for reasonable moving
      expenses incurred in connection with such relocation.




(e)  Bonus .
      With
      respect to each fiscal year during the Term, commencing with the 2006 fiscal
      year, Employee will be entitled to receive a bonus (the “ ***Bonus*** ”)
      upon
      the achievement of the “ ***Executive
      Compensation Goals*** ”,
      which
      shall be set by the Compensation Committee. The target Bonus (the “ ***Target
      Bonus*** ”)
      with
      respect to any fiscal year during the Term will be an amount equal to 100%
      of
      the Salary; provided, that for fiscal year 2006, Employee will be guaranteed
      a
      minimum Bonus equal to the Target Bonus multiplied by a fraction, the
      denominator of which is 365 and the numerator of which is the number of days
      that Employee was employed by the Companies in such fiscal year. The Bonus
      shall
      be paid as soon as reasonably practicable following the end of the fiscal year
      to which such Bonus relates, but in no event later than the date that is 2
1⁄2
months after the end of such fiscal year.




4


(f)  Equity .




(i)  Incentive
      Stock .
      Employee will have the right to purchase 110,000 shares of common stock of
      Ply
      Gem Prime Holdings, Inc. (the “ ***Incentive
      Stock*** ”)
      at the
      fair market value price of $10 per share.




(ii)  Strip
      Equity .
      Employee will also have the right to purchase shares of preferred stock and
      additional shares of common stock of Ply Gem Prime Holdings, Inc. (the
“ ***Strip
      Equity*** ”)
      on the
      same terms and conditions pursuant to which Caxton-Iseman Capital, Inc. acquired
      its Strip Equity.




(iii)  Stockholders’
      and Subscription Agreements .
      As a
      condition precedent to the purchase and receipt of the Incentive Stock and/or
      the Strip Equity, Employee agrees to execute and be bound by the Ply Gem Prime
      Holdings, Inc. Stockholders’ Agreement, dated as of February 24, 2006 (the
“ ***Stockholders’
      Agreement*** ”),
      substantially in the form attached hereto as Exhibit C, and to enter into a
      Subscription Agreement with Ply Gem Prime Holdings, Inc., substantially in
      the
      form attached hereto as Exhibit D.




(g)  D&O
      Insurance .
      The
      Companies shall at all times during Employee’s employment maintain directors’
and officers’ liability insurance coverage for the benefit of Employee and his
      estate in an amount of at least Three Million Dollars $(3,000,000.00).




4.  **Developments** .
      All
      discoveries, inventions, ideas, technology, formulas, designs, software,
      programs, algorithms, products, systems, applications, processes, procedures,
      methods and improvements and enhancements conceived, developed or otherwise
      made
      or created or produced by Employee, alone or with others, and in any way
      relating to the business or any proposed business of the Companies of which
      Employee has been made aware, or the products or services of the Companies
      of
      which Employee has been made aware, whether or not subject to patent, copyright
      or other protection and whether or not reduced to tangible form, at any time
      during Employee’s employment with the Companies (“ ***Developments*** ”),
      shall
      be the sole and exclusive property of the Companies. Employee agrees to, and
      hereby does, assign to the Companies, without any further consideration, all
      of
      Employee’s right, title and interest throughout the world in and to all
      Developments. Employee agrees that all such Developments that are copyrightable
      may constitute works made for hire under the copyright laws of the United States
      and, as such, acknowledges that the Companies are the authors of such
      Developments and own all of the rights comprised in the copyright of such
      Developments, and Employee hereby assigns to the Companies, without any further
      consideration, all of the rights comprised in the copyright and other
      proprietary rights Employee may have in any such Development to the extent
      that
      it might not be considered a work made for hire. Employee shall make and
      maintain adequate and current written records of all Developments and shall
      disclose all Developments promptly, fully and in writing to the Companies
      promptly after development of the same, and at any time upon
      request.




5


5.  **Confidentiality/
      Property of the Companies** . **** Employee
      shall not, without the prior written consent of the Companies, use, divulge,
      disclose or make accessible to any other person, firm, partnership, corporation
      or other entity, any “Confidential Information” (as defined below) except while
      employed by the Companies, in furtherance of the business of and for the benefit
      of the Companies, or any “Personal Information” (as defined below); provided,
      that Employee may disclose such information when required to do so by a court
      of
      competent jurisdiction, by any governmental agency having supervisory authority
      over the business of any of the Companies or by any administrative body or
      legislative body (including a committee thereof) with jurisdiction to order
      Employee to divulge, disclose or make accessible such information; provided,
      further, that in the event that Employee is ordered by a court or other
      government agency to disclose any Confidential Information or Personal
      Information, Employee shall (i) promptly notify the Companies of such order,
      (ii) at the written request of the Companies, diligently contest such order
      at
      the sole expense of the Companies as expenses occur, and (iii) at the written
      request of the Companies, seek to obtain, at the sole expense of the Companies,
      such confidential treatment as may be available under applicable laws for any
      information disclosed under such order. For purposes of this Section 5, (i)
      “ ***Confidential
      Information*** ”
shall
      mean non public information concerning the financial data, strategic business
      plans, product development (or other proprietary product data), customer lists,
      marketing plans and other non public, proprietary and confidential information
      relating to the business of the Companies or their customers, that, in any
      case,
      is not otherwise available to the public (other than by Employee’s breach of the
      terms hereof) and (ii) “ ***Personal
      Information*** ”
shall
      mean any information concerning the personal, social or business activities
      of
      the shareholders, officers or directors of the Companies. Upon termination
      of
      Employee’s employment with the Companies, Employee shall return all property of
      the Companies, including, without limitation, files, records, disks and any
      media containing Confidential Information or Personal Information.




6.  **Non-Competition/Non-Solicitation** . Employee
      acknowledges and recognizes the highly competitive nature of the businesses
      of
      the Companies and accordingly agrees as follows:




(i)  During
      the two-year period commencing on the date of Employee’s termination of
      employment (the “ ***Restricted
      Period*** ”),
      or
      such longer period as described in the last sentence of Section 9 of this
      Agreement, Employee will not, directly or indirectly, (w) engage in any
“Competitive Business” (as defined below) for Employee’s own account, (x) enter
      the employ of, or render any services to, any person engaged in any Competitive
      Business, (y) acquire a financial interest in, or otherwise become actively
      involved with, any person engaged in any Competitive Business, directly or
      indirectly, as an individual, partner, shareholder, officer, director,
      principal, agent, trustee or consultant, or (z) interfere with business
      relationships between the Companies and customers or suppliers of, or
      consultants to, the Companies.




(ii)  For
      purposes of this Section 6, a “ ***Competitive
      Business*** ”
means
      as of any date, including during the Restricted Period, any person or entity
      (including any joint venture, partnership, firm, corporation or limited
      liability company) that engages in or proposes to engage in the following
      activities in any geographical area in which Employee works: (x) the manufacture
      and sale of windows; vinyl and composite siding, fencing, decking and railing;
      and entry and patio doors and (y)
      any new product lines and businesses entered into by the Companies during the
      Term.




6


(iii)  Notwithstanding
      anything to the contrary in this Agreement, Employee may, directly or
      indirectly, own, solely as an investment, securities of any person engaged
      in
      the business of the Companies which are publicly traded on a national or
      regional stock exchange or on the over-the-counter market if Employee (A) is
      not
      a controlling person of, or a member of a group which controls, such person
      and
      (B) does not, directly or indirectly, own one percent (1%) or more of any class
      of securities of such person.




(iv)  During
      the Restricted Period, Employee will not, directly or indirectly, without the
      Companies’ written consent, solicit or encourage to cease to work with the
      Companies any employee or any consultant of the Companies or any person who
      was
      an employee of or consultant then under contract with the Companies within
      the
      six-month period preceding such activity. In addition, during the Restricted
      Period, Employee will not, without the Companies’ written consent, directly or
      indirectly hire any person who is or who was, within the six-month period
      preceding such activity, an employee of any of the Companies.




(v)  Employee
      understands that the provisions of this Section 6 may limit Employee’s ability
      to earn a livelihood in a business similar to the business of the Companies,
      but
      Employee nevertheless agrees and hereby acknowledges that (A) such provisions
      do
      not impose a greater restraint than is necessary to protect the goodwill or
      other business interests of the Companies, (B) such provisions contain
      reasonable limitations as to time and scope of activity to be restrained, (C)
      such provisions are not harmful to the general public and (D) such provisions
      are not unduly burdensome to Employee. In consideration of the foregoing and
      in
      light of Employee’s education, skills and abilities, Employee agrees that he
      shall not assert that, and it should not be considered that, any provisions
      of
      Section 6 otherwise are void, voidable or unenforceable or should be voided
      or
      held unenforceable.




(vi)  It
      is
      expressly understood and agreed that, although Employee and the Companies
      consider the restrictions contained in this Section 6 to be reasonable, if
      a
      judicial determination is made by a court of competent jurisdiction that the
      time or territory or any other restriction contained in this Section 6 or
      elsewhere in this Agreement is an unenforceable restriction against Employee,
      the provisions of the Agreement shall not be rendered void but shall be deemed
      amended to apply as to such maximum time and territory and to such maximum
      extent as such court may judicially determine or indicate to be enforceable.
      Alternatively, if any court of competent jurisdiction finds that any restriction
      contained in this Agreement is unenforceable, and such restriction cannot be
      amended so as to make it enforceable, such finding shall not affect the
      enforceability of any of the other restrictions contained herein.




(vii)  Employee
      shall be required to comply with the requirements of this Section 6 during
      the
      Restricted Period only for so long as the Companies provide him with the
      Severance.




(viii)  The
      provisions of this Section 6 shall not limit, or be limited by, the
      Stockholders’ Agreement, including the non-competition and non-solicitation
      provisions thereof.




7


7.  **Nondisparagement** .
      At any
      time following termination of this Agreement and Employee’s employment
      hereunder, (i) Employee agrees not to issue, circulate, publish or utter any
      false or disparaging statements, remarks or rumors about the Companies or the
      shareholders, officers, directors or managers of the Companies and (ii) the
      Companies agree to instruct their executives, and the members of their
      respective Boards of Directors, not to issue, circulate, publish or utter any
      false or disparaging statements, remarks or rumors about Employee, in each
      case,
      other than to the extent reasonably necessary in order to (x) assert a bona
      fide
      claim against Employee or the Companies, as applicable, arising out of
      Employee’s employment with the Companies or (y) respond in a truthful and
      appropriate manner to any legal process or give truthful and appropriate
      testimony in a legal or regulatory proceeding.




**8.**  **Policies
      of the Companies** .
      Employee agrees to abide by the terms of any employment policies or codes of
      conduct of the Companies that apply to Employee after termination of employment.




9.  **Enforcement** .
      Employee acknowledges and agrees that the Companies’ remedies at law for a
      breach or threatened breach of any of the provisions of Sections 4, 5, 6 and
      7
      of this Agreement would be inadequate, and, in recognition of this fact,
      Employee agrees that, in the event of such a breach or threatened breach, in
      addition to any remedies at law, the Companies shall be entitled to obtain
      equitable relief in the form of specific performance, temporary restraining
      order, temporary or permanent injunction or any other equitable remedy which
      may
      then be available. In addition, the Companies shall, (a) upon the Board’s
      determination that Employee has violated any provision of Section 4, 5, 6 or
      7,
      be entitled to immediately cease paying any amounts remaining due or providing
      any benefits to Employee pursuant to Section 2 and (b) upon a final,
      non-appealable judicial determination made by a court of competent jurisdiction
      that Employee has violated any provision of Section 4, 5, 6 or 7 and subject
      to
      applicable state law, to reclaim any amounts already paid under Section 2.
      If
      Employee breaches any of the covenants contained in Section 4, 5, 6 or 7 of
      this
      Agreement, and the Companies obtain injunctive relief with respect thereto,
      the
      period during which Employee is required to comply with that particular covenant
      shall be extended by the same period that Employee was in breach of such
      covenant prior to the effective date of such injunctive relief.




10.  **Assignment
      and Survival** .
      This
      Agreement, and all of Employee’s rights and duties hereunder, shall not be
      assignable or delegable by Employee. This Agreement may be assigned by the
      Companies to any of their affiliates, provided that the Companies will remain
      jointly and severally liable for all obligations hereunder. The obligations
      under Sections 2(b), 4, 5, 6, 7, 8, 9 and 10 of this Agreement will survive
      termination of this Agreement in accordance with their terms.




11.  **Severability** .
      If any
      provision of this Agreement is held to be invalid or unenforceable, the
      remainder of the provision and any other provisions of this Agreement will
      remain in full force and effect.




8


12.  **Governing
      Law** .




THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED
      WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE
      CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE
      APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF DELAWARE.




Each
      party to this Agreement irrevocably agrees for the exclusive benefit of the
      other that any and all suits, actions or proceedings relating to Section 4,
      5,
      6, 7 or 8 of this Agreement (collectively, “ ***Proceedings*** ”
and,
      individually, a “ ***Proceeding*** ”)
      shall
      be maintained in either the courts of the State of Delaware or the federal
      District Courts sitting in Wilmington, Delaware (collectively, the “ ***Chosen
      Courts*** ”)
      and
      that the Chosen Courts shall have exclusive jurisdiction to hear and determine
      or settle any such Proceeding and that any such Proceedings shall only be
      brought in the Chosen Courts. Each party irrevocably waives any objection that
      it may have now or hereafter to the laying of the venue of any Proceedings
      in
      the Chosen Courts and any claim that any Proceedings have been brought in an
      inconvenient forum and further irrevocably agrees that a judgment in any
      Proceeding brought in the Chosen Courts shall be conclusive and binding upon
      it
      and may be enforced in the courts of any other jurisdiction.




Each
      of
      the parties hereto agrees that this Agreement involves at least $100,000 and
      that this Agreement has been entered into in express reliance on Section 2708
      of
      Title 6 of the Delaware Code. Each of the parties hereto irrevocably and
      unconditionally agrees that (i) service of process may be made on such party
      by
      pre-paid certified mail with a validated proof of mailing receipt constituting
      evidence of valid service sent to such party at the address set forth in this
      Agreement, as such address may be changed from time to time pursuant hereto,
      and
      (ii) service made pursuant to clause (i) above shall, to the fullest extent
      permitted by applicable law, have the same legal force and effect as if served
      upon such party personally within the State of Delaware.




13.  **Counterparts** .
      This
      Agreement may be executed in any number of counterparts, each of which will
      be
      deemed an original and all of which taken together will constitute but one
      and
      the same instrument.




14.  **Notice** .
      Any
      notice intended to be given hereunder will be sufficiently given if sent by
      national overnight carrier, shipping charges prepaid, addressed to the party
      at
      the address listed below or any subsequent address of which the parties have
      been given written notice. Any such notice will be effective within three (3)
      days of being deposited with the national overnight carrier.




If
      to the
      Companies:




Ply
      Gem
      Industries, Inc.


600
      West
      Major Street


Kearney,
      Missouri 64060


Attention:
      _______________






9


Paul,
      Weiss, Rifkind, Wharton & Garrison LLP


1285
      Avenue of the Americas


New
      York,
      New York 10019-6064


Attention:
      Carl Reisner, Esq.





If
      to
      Employee:





2701
      Glenwood Garden Lane, Unit 208


Raleigh,
      North Carolina 27608





15.  **Entire
      Agreement/Amendment** .
      This
      Agreement contains the entire agreement between the parties and supersedes
      all
      prior agreements and understandings (including verbal agreements) between
      Employee and the Companies regarding the terms and conditions of Employee’s
      employment with the Companies. This Agreement may not be amended or modified
      except in writing, signed by both parties and will be binding upon the parties,
      their heirs, successors, legal representatives and assigns.




16.  **Withholding
      Taxes** .
      The
      Companies may withhold from any amounts payable under this Agreement such
      Federal, state and local taxes as may be required to be withheld pursuant to
      any
      applicable law or regulation.




17.  **No
      Waiver** .
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not be considered a waiver of such party’s rights or
      deprive such party of the right thereafter to insist upon strict adherence
      to
      that term or any other term of this Agreement.




18.  **Successor;
      Binding Agreement** .
      This
      Agreement shall inure to the benefit of and be binding upon personal or legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees and legatees.




19.  **Employee
      Representation** .
      Employee hereby represents to the Companies that the execution and delivery
      of
      this Agreement by Employee and the Companies and/or the performance by Employee
      of Employee’s duties hereunder shall not constitute a breach of, or otherwise
      contravene, the terms of any employment agreement or other agreement or policy
      to which Employee is a party or otherwise bound, and such
      execution, delivery and/or performance shall not result in any breach or
      violation of, or a material default under, any law, order, judgment, decree,
      rule or regulation applicable to him, or subject the Companies to any liability
      in respect thereof .




20.  **No
      Third Party Beneficiaries** .
      Subject
      to Section 10 of this Agreement, nothing herein shall confer upon any person
      not
      a party to this Agreement any rights or remedies of any nature or kind
      whatsoever, directly or indirectly, under or by reason of the
      Agreement.




21.  **Expenses** .
      The
      Companies agree to reimburse Employee for actual and reasonable legal expenses
      incurred in relation to the negotiation and execution of this Agreement, his
      employment and the other transactions contemplated hereby in an amount up to
      $10,000.




10


22.  **Initial
      Effectiveness** .
      This
      Section 22 and the following provisions of this Agreement shall be effective
      as
      of the Execution Date: all Recitals to this Agreement; Section 3(f) (generally
      relating to Employee’s opportunity to purchase equity in Ply Gem Prime Holdings,
      Inc.); Section 19 (generally, Employee’s representation regarding the right to
      enter into and perform in all respects this Agreement); and Sections 12 through
      18 (generally relating to choice of law and various other matters). All other
      provisions of this Agreement shall become effective as of the Effective
      Date.









**[Remainder
      of Page Intentionally Left Blank]**




11







**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Agreement as of the date first written
      above.




**GARY
      E. ROBINETTE**










Name:


Date:








**PLY
      GEM INDUSTRIES, INC.**








By:


Title:


Date:





Doc
            #:NY7:198344.18
 12


**EXHIBIT
      A**





[List
      of
      company boards on which Employee serves.]





**EXHIBIT
      B**





**RELEASE
      OF CLAIMS**





I.  Release .




In
      consideration for the payments and benefits received by Employee (as defined
      below) pursuant to that certain employment agreement dated _______ __, 2006
      (the
“ ***Employment
      Agreement*** ”),
      by
      and between Ply Gem Industries, Inc., a Delaware corporation (“ ***Employer*** ”)
      and
      Gary E. Robinette (“ ***Employee*** ”),
      to
      which Employee agrees Employee is not otherwise entitled, Employee, for and
      on
      behalf of himself and his heirs and assigns, subject to the following sentence
      hereof, hereby waives and releases any common law, statutory or other
      complaints, claims, charges or causes of action arising out of or relating
      to
      Employee’s employment or termination of employment with, his serving in any
      capacity in respect of, or his status as a shareholder of, Employer and its
      affiliates (collectively, the “ ***Companies*** ”),
      both
      known and unknown, in law or in equity, which Employee ever had, now has or
      may
      have against the Companies and their shareholders and any of their respective
      subsidiaries, affiliates, predecessors, successors, assigns and any of their
      respective directors, officers, partners, members, employees or agents
      (collectively, the “ ***Releasees*** ”)
      by
      reason of facts or omissions which have occurred on or prior to the date that
      Employee signs this Agreement, including, without limitation, any complaint,
      charge or cause of action arising under federal, state or local laws pertaining
      to employment, including the Age Discrimination in Employment Act of 1967
      (“ ***ADEA*** ,”
a
      law
      which prohibits discrimination on the basis of age), the National Labor
      Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities
      Act
      of 1990, Title VII of the Civil Rights Act of 1964, all as amended; and all
      other federal, state and local laws and regulations. By signing this release,
      Employee acknowledges that he intends to waive and release any rights known
      or
      unknown he may have against the Releasees under these and any other laws;
      provided, that Employee does not waive or release claims with respect to the
      right to enforce the release, his right to receive severance payments on the
      terms set forth in the Employment Agreement, his rights under Sections 3(e)
      and
      7 of the Employment Agreement, his rights under the Ply Gem Prime Holdings,
      Inc.
      Stockholders’ Agreement between Employee and Ply Gem Prime Holdings, Inc., a
      Delaware corporation, dated as of February 24, 2006, or his right to
      indemnification as an officer of the Companies as provided in the Companies’
by-laws and other constituent documents, as the same shall exist from time
      to
      time.




II.  Proceedings .




Employee
      acknowledges that he has not filed any complaint, charge, claim or proceeding,
      against any of the Releasees before any local, state or federal agency, court
      or
      other body (each individually a “ ***Proceeding*** ”).
      Employee represents that he is not aware of any basis on which such a Proceeding
      could reasonably be instituted. Employee (i) acknowledges that he will not
      initiate or cause to be initiated on his behalf any Proceeding and will not
      participate in any Proceeding, in each case, except as required by law; and
      (ii)
      waives any right he may have to benefit in any manner from any relief (whether
      monetary or otherwise) arising out of any Proceeding, including any Proceeding
      conducted by the Equal Employment Opportunity Commission (“ ***EEOC*** ”).
      Further, Employee understands that by signing the release, he will be limiting
      the availability of certain remedies that he may have against the Companies
      and
      limiting also his ability to pursue certain claims against the Releasees.
      Notwithstanding the above, nothing in Section I of this release shall prevent
      Employee from (i) initiating or causing to be initiated on his behalf any
      complaint, charge, claim or proceeding against the Companies before any local,
      state or federal agency, court or other body challenging the validity of the
      waiver of his claims under ADEA contained in Section I of the Agreement (but
      no
      other portion of such waiver); or (ii) initiating or participating in an
      investigation or proceeding conducted by the EEOC.







III.  Time
      to Consider .




Employee
      acknowledges that he has been advised that he has twenty-one (21) days from
      the
      date of receipt of this release to consider all the provisions of the release,
      and he does hereby knowingly and voluntarily waive said given twenty-one (21)
      day period. EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT
      CAREFULLY, HAS BEEN ADVISED BY THE COMPANIES TO, AND HAS IN FACT, CONSULTED
      AN
      ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN
      RIGHTS WHICH HE MAY HAVE TO ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS
      DESCRIBED IN SECTION I OF THIS AGREEMENT AND THE OTHER PROVISIONS HEREOF.
      EMPLOYEE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER
      WHATSOEVER TO SIGN THE AGREEMENT, AND EMPLOYEE AGREES TO ALL OF ITS TERMS
      VOLUNTARILY.




IV.  Revocation .




Employee
      hereby acknowledges and understands that Employee shall have seven (7) days
      from
      the date of his execution of this release to revoke the releases contained
      herein (including, without limitation, any and all claims arising under ADEA)
      and that neither the Companies nor any other person is obligated to provide
      any
      benefits to Employee pursuant to the Employment Agreement until eight (8) days
      have passed since Employee’s signing of this release without Employee’s
      signature having been revoked. If Employee revokes the releases set forth in
      this release, Employee will be deemed not to have accepted the terms of the
      release, the release shall be void and no action will be required of the
      Companies under any section of the release.




V.  Non-Admission .




Nothing
      contained in this release shall be deemed or construed as an admission of
      wrongdoing or liability on the part of the Companies or Employee.









Date:___________






__________________________


Gary
      E.
      Robinette










**EXHIBIT
      C**





[Stockholders’
      Agreement]





**EXHIBIT
      D**





[Subscription
      Agreement]