**Ply
      Gem Industries, Inc.**


**600
      West Major Street**


**Kearney,
      Missouri 64060**




September
      25, 2006





Shawn
      K.
      Poe


8615
      N.
      Donnelly Ave.


Kansas
      City, MO 64157





Re:  Special
      2006 Cash Bonus Award





Dear
      Mr.
      Poe:


Ply
      Gem
      Industries, Inc. (the “Company”) has decided to provide you with a special cash
      bonus award in respect of fiscal 2006 that will both reward your historical
      service to the Company and its subsidiaries and provide you with an incentive
      for continued service. This letter agreement sets forth the terms and conditions
      of the payment by the Company to you of this special bonus.




**Bonus
      Award**




On
      January 31, 2007, the Company shall pay you a one-time, lump-sum cash bonus
      equal to $27,000 (the “Bonus”), subject to your continued employment with the
      Company through that date; however, the requirement of being employed on
      January 31, 2007 shall be waived if, before such date, you either die in
      service or your employment is terminated without “Cause” (as defined in the Ply
      Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan), in either
      of
      which cases you shall be entitled to receive the Bonus as soon as reasonably
      practicable following the date of such death or termination.




**General**




Nothing
      in this letter agreement shall limit your right to participate in or receive
      compensation, including any bonuses or equity-based compensation awards, under
      any compensation or other employee benefit plan, program, policy or arrangement
      of the Company or its parents or subsidiaries, including any annual or quarterly
      bonuses in respect of 2006.




The
      terms
      of this letter agreement may not be amended or modified other than by a written
      agreement executed by the parties hereto or their respective successors and
      legal representatives.




This
      letter agreement may be executed in counterparts, each of which shall constitute
      an original, but all of which taken together shall constitute one and the same
      agreement.




This
      letter agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York, without regard to conflicts of laws principles which
      could cause the laws of another jurisdiction to apply.




The
      Company may withhold from the Bonus such federal, state and local income and
      employment taxes as may be required to be withheld pursuant to any applicable
      law or regulation.




This
      letter agreement contains the sole and entire agreement between the parties
      with
      respect to the subject matter hereof. The parties acknowledge that any
      statements or representations that may have been made heretofore regarding
      the
      terms and matters dealt with in this letter agreement are void and have no
      effect and that neither party has relied thereon.




Your
      rights to the Bonus may not be assigned, transferred, pledged or otherwise
      alienated, other than by will or the laws of descent and
      distribution.




Nothing
      in this letter agreement shall be deemed to entitle you to continued employment
      with the Company.




Any
      dispute in connection with, arising out of or asserting breach of this letter
      agreement shall be exclusively resolved by binding arbitration. Such dispute
      shall be submitted to arbitration in New York, before a panel of three neutral
      arbitrators in accordance with the Commercial Rules of the American Arbitration
      Association then in effect, and the determination of the arbitrators resulting
      from any such submission shall be final and binding upon the parties hereto.
      Judgment upon any arbitration award may be entered in any court of competent
      jurisdiction.




Kindly
      sign this letter agreement in the space indicated below at which time this
      letter agreement shall become a binding agreement between you and the Company,
      enforceable in accordance with its terms.




Ply
      Gem
      Industries, Inc.









By:
      ___________________________


Name:
      Lee
      D. Meyer


Title:
      Chief Executive Officer and President




Accepted
      and Agreed to:








By:
      __________________________


Shawn
      K.
      Poe