**Ply
        Gem Industries, Inc.**
 **600
        West Major Street**
 **Kearney,
        Missouri 64060**
  
 September
        25, 2006
 
 Lynn
        Morstad
 5863
        Sugar Loaf Mountain Road
 Roanoke,
        VA  24018
 
 Re:  Special
        2006 Cash Bonus Award
 
 Dear
        Mr.
        Morstad:
 
 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 $18,000 (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:
        Shawn K. Poe
 Title:
        Chief Financial Officer
  Accepted
        and Agreed to:
 
 
 By:
        __________________________
 Lynn
        Morstad