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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
December 10, 2003, by and between Atrium Corporation (successor by merger of KAT
Holdings, Inc. and Atrium Corporation), a Delaware corporation (together with
its successors and assigns permitted hereunder, the "Company" or "Parent"),
Atrium Companies, Inc., a Delaware corporation ("ACI"), and Jeff L. Hull (the
"Executive"); provided, that this Agreement will not be effective until the
closing under the Agreement and Plan of Merger, dated as of October 27, 2003,
among Atrium Corporation, its securityholders and KAT Holdings, L.P. as amended
(as amended, the "Merger Agreement") which closing will be deemed to be the
"Effective Date" for purposes of this Agreement. In connection with amending the
Merger Agreement, ATR Acquisition LLC, a Delaware limited liability company
("LLC"), will become the institutional investor in the Company, and KAT
Holdings, L.P., a Delaware limited partnership ("KAT Holdings, L.P."), will
become a member of LLC.

                                    RECITALS

A.       The Company and the Executive entered into an Employment Agreement
         dated as of January 1, 2003 (the "January 1, 2003 Agreement").

B.       The Board of Directors of the Company (the "Board") determined that it
         is in the best interest of the Company and its stockholders to
         terminate the January 1, 2003 Agreement and to enter into this
         Agreement for purposes of the Company employing the Executive on the
         terms and conditions set forth herein.

C.       ACI and its subsidiaries will benefit from the services to be provided
         by the Executive hereunder.

                                   AGREEMENTS

NOW, THEREFORE, in consideration of the respective agreements and covenants set
forth herein and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

1.       EMPLOYMENT PERIOD

         Subject to Section 3, the Company hereby agrees to employ the
         Executive, and the Executive hereby agrees to be employed by the
         Company in accordance with the terms and provisions of this Agreement,
         for a period commencing on the Effective Date and ending on December
         31, 2006 (the "Initial Term", and including any and all renewals
         thereof, including the Additional Term, the "Employment Period");
         provided the Initial Term is renewable for another two-year term
         thereafter as mutually agreed upon by the Company and Executive at
         least 90 days prior to the end of the then current term. In order to
         renew for such two-year additional term (the "Additional Term"), the
         Company will specify to the Executive the "Renewal Package" for the
         Additional Term within 60 days prior to the end of the Initial Term.
         That "Renewal Package" will consist of an

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         employment proposal reflecting either (a) base compensation for each
         year of the Additional Term at a level that is $200,000 above the
         Annual Base Salary for the final year of the Initial Term (i.e., a
         $200,000 increase for year 4 and no increase to base compensation from
         such increased level for year 5 of the Additional Term), an incentive
         bonus consistent with the incentive bonus described in Schedule A
         hereto and that reflects for each year of the Additional Term a maximum
         potential increase to the incentive bonus of $100,000 over the maximum
         incentive bonus for the preceding year (i.e., a $100,000 per annum
         increase in year 4 and a $100,000 per annum increase above such maximum
         year 4 target level for year 5 of the Additional Term) and duties,
         terms and conditions otherwise consistent with this Agreement
         (including as to perquisites which shall not be reduced from those
         provided as of the expiration of the Initial Term), or (b) if requested
         by Executive, a base compensation, incentive bonus and perquisites
         proposal (including as to amount and structure) proposed by a
         nationally recognized executive compensation advisor or consultant that
         is selected by the Board and reasonably acceptable to Executive,
         together with other terms and conditions otherwise consistent with this
         Agreement. Within 45 days prior to the end of the Initial Term, the
         Company will determine in its discretion, whether to offer the Renewal
         Package to Executive for the Additional Term, in which case, the
         Company will notify Executive thereof of its binding offer of the
         Renewal Package, and if so offered, the Executive may accept the
         Renewal Package by notifying the Company thereof within 30 days prior
         to the end of the Initial Term. If so offered and accepted, the Company
         and Executive will proceed expeditiously and in good faith to enter
         into definitive documentation and agreements reflecting the Renewal
         Package by the end of the Initial Term. If the Company fails to observe
         the foregoing, or determines not to so offer the Renewal Package to
         Executive, then Executive may, as of the end of the Initial Term,
         notify the Company that Executive has been terminated by the Company
         without Cause, in which case, the Company and Executive will be
         obligated under this Agreement, the Buy-Sell Agreement and the stock
         purchase rights referenced in Schedule B hereto as if Executive was
         terminated during the Initial Term by the Company without Cause. If the
         Company determines to so offer the Renewal Package to Executive, and
         does so offer the Renewal Package, and the Executive does not accept
         the Renewal Package as described above, then the Company may, as of the
         end of the Initial Term, notify the Executive that the Executive has
         terminated voluntarily and without Good Reason, in which case, the
         Company and Executive will be obligated under this Agreement, the
         Buy-Sell Agreement and the stock purchase rights referenced in Schedule
         B hereto as if Executive terminated voluntarily and without Good Reason
         during the Initial Term. In addition, if Executive accepts the Renewal
         Package and, as of the end of the Additional Term, the Company
         terminates or determines not to renew or continue Executive's
         employment on comparable terms and conditions, then Executive will be
         entitled to receive $1 million payable in equal monthly installments
         for a period of twelve (12) months following such termination of
         employment.


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2.       TERMS OF EMPLOYMENT

         (a)      Position and Duties

                  (i)      During the term of the Executive's employment, the
                           Executive shall serve as Chairman, Chief Executive
                           Officer and President of the Company and ACI and, in
                           so doing, shall perform normal duties and
                           responsibilities associated with such position and as
                           reasonably directed by the Board. Promptly following
                           the commencement of the Employment Period, the
                           Company shall take all action necessary to appoint
                           the Executive as Chairman of the Board of the Company
                           and ACI, and thereafter, for so long as the Executive
                           remains the Chief Executive Officer of the Company
                           and/or ACI, (a) KAT Holdings, L.P. shall direct the
                           LLC to vote the common stock of the Company owned by
                           the LLC for the election of the Executive as a
                           director and Chairman of the Board of the Company and
                           ACI, and the Executive agrees to serve in such
                           capacities, and (b) while the Executive is Chairman
                           of the Board of the Company and ACI, the Executive
                           shall be a member of any Executive Committee or
                           substantially similar committee of the Board, if such
                           a committee exists at any time. In addition, during
                           the Employment Period, and if the Executive's
                           employment is terminated by the Company without Cause
                           or for Good Reason for so long as Executive (together
                           with his "permitted transferees" pursuant to
                           Executive's Buy-Sell Agreement of even date herewith)
                           holds at least 50% of the stock purchase rights
                           described in Schedule B hereto, KAT Holdings, L.P.
                           shall direct the LLC to vote the common stock of the
                           Company owned by the LLC for the election of the
                           Executive as a director of the Company and ACI,
                           unless Executive shall elect after the Employment
                           Period not to serve as a director thereof. To the
                           extent requested by the Board during the Employment
                           Period, the Executive shall also serve on any other
                           committees of the Board and/or as a director, officer
                           or employee of Parent or any other person or entity
                           which, from time to time, is a direct or indirect
                           subsidiary of Parent. The Executive's service as a
                           director of the Parent or as a director, officer or
                           employee of any subsidiary of Parent shall be without
                           additional compensation.

                  (ii)     During the term of the Executive's employment, and
                           excluding any periods of vacation and other leave to
                           which the Executive is entitled, the Executive agrees
                           to devote substantially all his business time to the
                           business and affairs of the Company and to use the
                           Executive's best efforts to perform faithfully,
                           effectively and efficiently his duties and
                           responsibilities.


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                  (iii)    During the term of the Executive's employment, it
                           shall not be a violation of this Agreement for the
                           Executive to (1) serve on industry trade, civic or
                           charitable boards or committees, (2) deliver lectures
                           or fulfill speaking engagements or (3) manage
                           personal investments, so long as such activities do
                           not interfere with the performance of the Executive's
                           duties and responsibilities as an Executive of the
                           Company.

                  (iv)     Executive agrees to observe and comply with the
                           Company's rules and policies as adopted by the
                           Company from time to time.

         (b)      Compensation

                  (i)      Base Salary. During the Initial Term, the Executive
                           shall receive an annual base salary ("Annual Base
                           Salary"), which shall be paid in accordance with the
                           customary payroll practices of the Company, as
                           follows: (A) during the period beginning on January
                           1, 2003 and ending on December 31, 2003, in an amount
                           equal to $425,000 per annum, (taking into account any
                           amounts paid as compensation during such period prior
                           to the date hereof) (B) during the period beginning
                           on January 1, 2004 and ending on December 31, 2004,
                           in an amount equal to $475,000 per annum, (C) during
                           the period beginning on January 1, 2005 and ending on
                           December 31, 2005, in an amount equal to $525,000 per
                           annum, and (D) during the period beginning on January
                           1, 2006 and ending on December 31, 2006, in an amount
                           equal to $525,000 per annum. The Board, in its
                           discretion, may at any time increase the amount of
                           the Annual Base Salary to such greater amount as it
                           may deem appropriate, and the term "Annual Base
                           Salary," as used in this Agreement, shall refer to
                           the Annual Base Salary as it may be so increased. It
                           is understood that the Company may, at any time, in
                           the discretion of the Board, increase, but not
                           decrease, the amount of the Annual Base Salary.

                  (ii)     Incentive Bonus. As of or promptly after the
                           Effective Date, the Executive will be paid $325,000,
                           which constitutes the portion of his incentive bonus
                           attributable to 2003 that is pro rated through
                           October 31, 2003 and such prorated bonus will not
                           exceed reserves or accruals therefor as in effect as
                           of October 31, 2003. In addition, the Company will
                           pay to Executive the remaining earned balance of such
                           2003 incentive bonus in accordance with the January
                           1, 2003 Agreement, on or about March 1, 2004. During
                           the period of the Initial Term, Executive shall be
                           entitled to an incentive bonus as set forth on
                           Schedule A hereto.

                  (iii)    Incentive, Savings, Stock Option and Retirement
                           Plans. During the term of the Executive's employment,
                           the Executive shall be




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                           entitled to participate in all incentive, savings,
                           stock option, deferred compensation and any pension
                           or retirement plans, practices, policies and programs
                           applicable either generally to other employees of the
                           Company and/or ACI or that are offered to executive
                           employees of the Company and/or ACI (as amended, the
                           "Investment Plans"); provided, that the foregoing
                           will not (A) modify or supplement the separate
                           agreements (including the stock purchase rights
                           referred to herein and the stock warrants described
                           in Schedule B hereto) to which the Company and/or ACI
                           and the Executive are parties, (B) require the
                           Company to grant to the Executive any unissued and
                           unallocated stock options as of the date hereof
                           (5,250 shares) under the Company's 2003 Stock Option
                           Plan, or (C) require the Company to grant to the
                           Executive any option or other stock incentives that
                           are not granted generally to the officers of the
                           Company (including the top five officers) then
                           employed by the Company.

                  (iv)     Health and Welfare Benefit Plans. During the term of
                           the Executive's employment, the Executive and/or the
                           Executive's family, as the case may be, shall be
                           eligible for participation in and shall receive all
                           benefits under the welfare benefit plans, practices,
                           policies and programs ("Welfare Plans") provided by
                           the Company (including, but not limited to, medical,
                           prescription, dental, disability, salary continuance,
                           employee life, group life, long-term care, accidental
                           death and travel accident insurance plans and
                           programs), as amended from time to time, to the
                           extent applicable either generally to other employees
                           of the Company and/or ACI or that are offered to
                           executive employees of the Company and/or ACI.

                  (v)      Life Insurance. During the term of the Executive's
                           employment, the Company shall provide an annual
                           payment not to exceed $15,000 towards a life
                           insurance policy with a death benefit not to exceed
                           $2,500,000, which will be owned by the Executive and
                           payable to such persons as Executive shall designate.

                  (vi)     Perquisites. During the term of the Executive's
                           employment, the Executive shall be entitled to
                           receive (in addition to the benefits described above)
                           such perquisites and fringe benefits appertaining to
                           his position in accordance with any policies,
                           practices and procedures established by the Board, as
                           amended from time to time.

                  (vii)    Expenses. During the term of the Executive's
                           employment, the Executive shall be entitled to
                           receive prompt reimbursement for all reasonable
                           employment expenses incurred by the Executive in
                           accordance with the Company's policies, practices and
                           procedures,


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                           as amended from time to time. Such reimbursable
                           expenses shall include, but not be limited to,
                           professional association dues, assessments and fees
                           for such associations as Executive is a member of
                           consistent with past practices, costs associated with
                           the use of (or the provision to Executive of) a
                           private aircraft for business travel and payment for
                           reasonable expenses incurred by Executive for
                           professional assistance with taxes and financial
                           management, provided that such professional
                           assistance fees shall not in the aggregate exceed
                           $10,000 per year. The Executive shall be responsible
                           for variable costs associated with personal travel on
                           private aircraft provided by the Company.

                  (viii)   Automobile. The Company recognizes the Executive's
                           need for an automobile for business purposes. During
                           the term of Executive's employment, the Company shall
                           provide the Executive with an automobile allowance of
                           $1,650 per month, which amount shall be grossed up
                           for income taxes, as applicable, plus reasonable
                           related expenses for maintenance, fuel and insurance.

                  (ix)     Vacation. During the term of the Executive's
                           employment, the Executive shall be entitled to four
                           (4) weeks paid vacation each calendar year. Any
                           vacation shall be taken at the reasonable and mutual
                           convenience of the Company and the Executive. Accrued
                           vacation not taken in any calendar year will not be
                           carried forward or used in any subsequent calendar
                           year and the Executive shall not be entitled to
                           receive pay in lieu of accrued but unused vacation in
                           any calendar year. Vacation will be deemed to accrue
                           daily for purposes of the payments described in
                           Section 4 hereof.

                  (x)      Stock Purchase Rights. Upon or prior to the effective
                           date of this Agreement, the Executive will be
                           entitled to the stock purchase rights described on
                           Schedule B hereto.

                  (xi)     Gross-up Payment. In the event that any payments or
                           benefits either under this agreement or otherwise to
                           which the Executive is entitled from his employment
                           with the Company (other than payments payable
                           pursuant to this Agreement, the stock purchase rights
                           referenced in Schedule B hereto and the Merger
                           Agreement in connection with the consummation of the
                           transactions contemplated hereby and by the Merger
                           Agreement) (together, the "Payments"), will be
                           subject to the excise tax imposed by section 4999 of
                           the Internal Revenue Code or any successor provision
                           ("section 4999"), the Company will, prior to the date
                           on which any amount of the excise tax must be paid or
                           withheld, make an additional lump-sum payment (the
                           "gross-up payment") to the Executive as described in
                           the immediately succeeding sentence; provided that
                           the Executive shall not be entitled to this gross-up


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                           payment if a reduction in the Payments (the "section
                           4999 Reduction Amount") to the largest amount that
                           would not be subject to excise taxes under section
                           4999 would provide the Executive with an amount (net
                           of federal, state, and local income taxes) greater
                           than or equivalent to the amount of the unreduced
                           Payments (net of all federal, state and local income
                           taxes, and excise taxes); provided, however, that the
                           immediately preceding proviso shall not apply if the
                           section 4999 Reduction Amount would exceed 10% of the
                           unreduced Payments. If payable, the gross-up payment
                           will be sufficient, after giving effect to all
                           federal, state and other taxes and other charges
                           (including interest and penalties, if any) with
                           respect to the gross-up payment, to make the
                           Executive whole for all taxes (including withholding
                           taxes) and any associated interest and penalties
                           imposed under or as a result of section 4999. Any tax
                           determinations required under this paragraph shall be
                           computed at the highest applicable marginal tax rate,
                           and shall be made in writing by the Company's
                           independent accountants, whose determination shall be
                           conclusive and binding for all purposes on the
                           parties and their successors. The Company shall
                           provide the Executive with a detailed accounting of
                           the underlying assumptions and calculations.

                  (xii)    Key-Man Insurance. During the term of Executive's
                           employment, the Company shall have the right to
                           insure the life of the Executive for the Company's
                           sole benefit, and to determine the amount of
                           insurance and the type of policy. The Executive shall
                           cooperate with the Company in taking out such
                           insurance by submitting to physical examinations, by
                           supplying all information required by the insurance
                           company, and by executing all necessary documents.
                           The Executive shall incur no financial obligation by
                           executing any required document, and shall have no
                           interest in any such policy.

3.       TERMINATION OF EMPLOYMENT

         (a)      Death or Disability. The Executive's employment shall
                  terminate automatically upon the Executive's death during the
                  Employment Period. If the Disability (as defined below) of the
                  Executive has occurred during the Employment Period, the
                  Company may give to the Executive written notice in accordance
                  with Section 13(b) of its intention to terminate the
                  Executive's employment. In such event, the Executive's
                  employment with the Company shall terminate effective on the
                  60th day after receipt of such notice by the Executive (the
                  "Disability Effective Date"), if, within the 60 days after
                  such receipt, the Executive shall not have returned to
                  perform, with or without reasonable accommodation, the
                  essential functions of his position. For purposes of this
                  Agreement, "Disability" shall mean the Executive's inability
                  to perform, with or without reasonable accommodations, the
                  essential functions of his position hereunder for a


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                  period of 120 days, consecutive or non-consecutive, in any
                  12-month period due to mental or physical incapacity, as
                  determined by a physician selected by the Company or its
                  insurers and acceptable to the Executive or the Executive's
                  legal representative, such agreement as to acceptability not
                  to be unreasonably withheld or delayed. Any refusal by
                  Executive to submit to a medical examination for the purpose
                  of determining Disability under this Section 3(a) shall be
                  deemed to constitute conclusive evidence of Executive's
                  Disability. Nothing in this Agreement shall be construed as a
                  waiver of Executive's rights under the Americans with
                  Disabilities Act or any other applicable law or statute
                  relating to disabilities or handicaps.

         (b)      Cause or Without Cause. The Company may terminate the
                  Executive's employment during the Employment Period for Cause
                  or without Cause. For purposes of this Agreement, "Cause"
                  shall mean (i) a breach by the Executive of the Executive's
                  obligations under Section 2(a) (other than as a result of
                  physical or mental incapacity) which constitutes a continued
                  material nonperformance by the Executive of his obligations
                  and duties thereunder, and which is not remedied within 30
                  days after receipt of written notice from the Company
                  specifying such breach, (ii) commission by the Executive of an
                  act of fraud, embezzlement, misappropriation, willful
                  misconduct or breach of fiduciary duty against the Company;
                  (iii) a material breach by the Executive of Sections 7, 8, 10
                  or 11; (iv) the Executive's conviction, plea of no contest or
                  nolo contendere, or unadjudicated probation for any felony or
                  crime involving moral turpitude; (v) the failure of the
                  Executive to carry out, or comply with, in any material
                  respect any lawful and reasonable directive of the Board
                  consistent with the terms of this Agreement, which is not
                  remedied within 30 days after receipt of written notice from
                  the Company specifying such failure; or (vi) the Executive's
                  unlawful use (including being under the influence) or
                  possession of illegal drugs on the Company's premises or while
                  performing the Executive's duties and responsibilities under
                  this Agreement. For purposes of this Agreement, "without
                  Cause" shall mean a termination by the Company of the
                  Executive's employment during the Employment Period for any
                  reason other than a termination based upon Cause, death,
                  Disability or upon a Change of Control, as defined below.

         (c)      Good Reason. The Executive's employment may be terminated
                  during the Employment Period by the Executive for Good Reason
                  or without Good Reason; provided, however, that the Executive
                  agrees not to terminate his employment for Good Reason unless
                  (x) the Executive has given the Company at least 30 days'
                  prior written notice of his intent to terminate his employment
                  for Good Reason, which notice shall specify the facts and
                  circumstances constituting Good Reason, and (y) the Company
                  has not remedied such facts and circumstances constituting
                  Good Reason within such 30-day period. For purposes of this
                  Agreement, "Good Reason" shall mean:


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                  (i)      any significant reduction, without the Executive's
                           consent, in the Executive's position, authority,
                           duties or responsibilities as contemplated in Section
                           2(a) or any other action by the Company which results
                           in a material diminution in such position, authority,
                           duties or responsibilities, including but not limited
                           to, the failure of the Executive to be elected or
                           re-elected as Chairman of the Board as contemplated
                           by Section 2, but excluding for this purpose an
                           inadvertent action not taken in bad faith and which
                           is remedied by the Company promptly after receipt of
                           written notice thereof given by the Executive;

                  (ii)     any instance in which the Company or ACI becomes a
                           subsidiary of any entity of which the Executive is
                           not the Chairman, Chief Executive Officer and
                           President (other than an instance which would not
                           constitute a Change of Control (as defined in
                           paragraph (d) below), provided, that the Company and
                           ACI will not be considered to be a subsidiary of the
                           LLC or KAT Holdings L.P. for this purpose;

                  (iii)    any termination or material reduction of a material
                           benefit under any Investment Plan or Welfare Plan in
                           which the Executive participates unless (A) there is
                           substituted a comparable benefit that is economically
                           substantially equivalent to the terminated or reduced
                           benefit prior to such termination or reduction or (B)
                           benefits under such Investment Plan or Welfare Plan
                           are terminated or reduced with respect to all
                           Executives previously granted benefits thereunder;

                  (iv)     any failure by the Company to comply with any of the
                           provisions of Section 2(b), other than an inadvertent
                           failure not occurring in bad faith and which is
                           remedied by the Company promptly after receipt of
                           written notice thereof given by the Executive;

                  (v)      relocation of the Company's principal executive
                           offices, or any event that causes Executive to have
                           his principal place of work changed, to any location
                           that is more than 35 miles outside of Dallas, Texas;

                  (vi)     without limiting the generality of the foregoing, any
                           material breach (after 30 days' notice and
                           opportunity to cure) by the Company or any of its
                           subsidiaries or other affiliates (as defined below)
                           of (A) this Agreement or (B) any other agreement
                           between the Executive and the Company or any such
                           subsidiary or other affiliate.

                  As used in this Agreement, "affiliate" means, with respect to
                  a person, any other person controlling, controlled by or under
                  common control with the


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                  first person; the term "control," and correlative terms, means
                  the power, whether by contract, equity ownership or otherwise,
                  to direct the policies or management of a person; and "person"
                  means an individual, partnership, corporation, limited
                  liability company, trust or unincorporated organization, or a
                  government or agency or political subdivision thereof.

         (d)      Change of Control. If a Change of Control (as defined below)
                  occurs during the Employment Period and the Board determines
                  in good faith that it is in the Company's best interest to
                  terminate the Executive's employment with the Company, then,
                  within one year of such Change of Control, the Company may
                  terminate the Executive's employment by giving the Executive
                  written notice in accordance with Section 13(b) of its
                  intention to terminate the Executive's employment. Any such
                  termination by the Company as contemplated in this Section
                  3(d) is referred to herein as a termination "upon a Change of
                  Control."

                  As used in this Agreement, "Change of Control" means the first
                  to occur of: (i) any sale, lease, exchange or other transfer
                  (in one or a series of related transactions) of all or
                  substantially all of the assets of the Company or Parent
                  (including capital stock or assets of operating subsidiaries)
                  to any person or group of related persons for purposes of
                  Section 13(d) of the Securities Exchange Act, (a "Group")
                  other than if any one or more of the Permitted Holders have
                  both the beneficial economic ownership of common equity
                  securities and the power to vote or direct the voting of such
                  securities having more than 50% of the ordinary voting power
                  for the election of directors or managers of the transferee
                  person or Group, (ii) prior to the consummation of an initial
                  public offering, the consummation of any transaction or series
                  of related transactions (including a merger or consolidation)
                  the result of which is that any Person other than a Permitted
                  Holder or a combination of the Permitted Holders beneficially
                  owns (within the meaning of Rules 13d-3 and 13d-5 of the
                  Exchange Act) at least a majority of the total voting power of
                  the outstanding voting stock of the Company or (iii) the sale
                  or transfer by the Kenner Group of such amount of shares
                  and/or interests in relation to the Company such that they
                  lose, relinquish or forfeit their director and corporate
                  governance rights under the LLC Agreement and/or the
                  Stockholders Agreement. For purposes of the Change of Control,
                  Permitted Holders will exclude Masco Corporation and its
                  Affiliates.

                  As used in this Agreement, (A) the "Permitted Holders" means
                  (i) KAT Holdings, L.P. and any other investment partnership or
                  entity managed or controlled by Kenner & Company, Inc. and/or
                  its affiliates, (ii) UBS Capital Americas II, LLC and/or its
                  Affiliates, (iii) ML IBK Positions, Inc. and/or its
                  affiliates, (iv) any partners, members or investors (either
                  directly or indirectly through any investment partnerships or
                  entities) in the entities described in clauses (i), (ii) and
                  (iii) above who are distributees of investments held by the
                  entities described in clauses (i), (ii) and (iii)


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                  above, (v) any immediate family members or lineal descendents,
                  or trusts or other entities for their benefit in respect of
                  the Persons described in clauses (i), (ii), (iii) and (iv)
                  above, and (vi) any affiliates in respect of the persons
                  described in clauses (i), (ii), (iii) and (iv) above; (B)
                  "Exchange Act" means the Securities and Exchange Act of 1934,
                  as amended; and (C) "Kenner Group" means the entities and
                  individuals identified in clauses (i), (iv), (v) and (vi) of
                  the definition of "Permitted Holders" above.

                  As used in this Agreement, "LLC Agreement" means the Amended
                  and Restated Limited Liability Company Agreement, dated as of
                  December 10, 2003, of ATR Acquisition, LLC as in effect at
                  that date.

                  As used in this Agreement, "Stockholders Agreement" means the
                  Stockholders Agreement dated as of December 10, 2003, by and
                  among the Company and the other signatories party thereto as
                  in effect at that date.

         (e)      Notice of Termination. Any termination by the Company for
                  Cause or without Cause or upon a Change of Control, or by the
                  Executive for Good Reason or without Good Reason, shall be
                  communicated by Notice of Termination to the other party
                  hereto given in accordance with Section 13(b). For purposes of
                  this Agreement, a "Notice of Termination" means a written
                  notice which (i) indicates the specific termination provision
                  in this Agreement relied upon, (ii) to the extent applicable,
                  sets forth in reasonable detail the facts and circumstances
                  claimed to provide a basis for termination of the Executive's
                  employment under the provision so indicated and (iii) if the
                  Date of Termination (as defined below) is other than the date
                  of receipt of such notice, specifies the termination date
                  (which date, if specified, shall not be less than 10 nor more
                  than 15 days after the giving of such notice). The failure by
                  the Executive or the Company to set forth in the Notice of
                  Termination any fact or circumstance which contributes to a
                  showing of Good Reason or Cause or a termination upon a Change
                  of Control shall not waive any right of the Executive or the
                  Company hereunder or preclude the Executive or the Company
                  from asserting such fact or circumstance in enforcing the
                  Executive's or the Company's rights hereunder.

         (f)      Date of Termination. "Date of Termination" means (i) if the
                  Executive's employment is terminated by the Company for Cause
                  or upon a Change of Control, or by the Executive for Good
                  Reason or without Good Reason, the date of receipt of the
                  Notice of Termination or any later date specified therein
                  pursuant to Section 3(e), as the case may be, (ii) if the
                  Executive's employment is terminated by the Company other than
                  for Cause or upon a Change of Control, the date on which the
                  Company notifies the Executive of such termination and (iii)
                  if the Executive's employment is terminated


                                       11
<PAGE>

                  by reason of death or Disability, the date of death of the
                  Executive or the Disability Effective Date, as the case may
                  be.

4.       OBLIGATIONS OF THE COMPANY UPON TERMINATION

         (a)      For Cause; Without Good Reason; Other Than for Death,
                  Disability or Upon a Change of Control. If, during the
                  Employment Period, the Company shall terminate the Executive's
                  employment for Cause or the Executive shall terminate his
                  employment without Good Reason, and the termination of the
                  Executive's employment in any case is not due to death or
                  Disability, without Cause, for Good Reason or upon a Change of
                  Control, the Executive shall forfeit all rights to the
                  Incentive Bonus otherwise due to him or to which he may be
                  entitled. If the termination is for Cause or if the Executive
                  terminates his employment without Good Reason, all unvested
                  stock options held by the Executive shall lapse and expire and
                  any remaining vested but unexercised stock options shall
                  remain exercisable for a period of ninety (90) days from the
                  Date of Termination and shall thereafter lapse and expire if
                  not exercised. In each of these circumstances, the Company
                  shall have no further payment obligations to the Executive or
                  his legal representatives, other than for the payment of: (i)
                  (A) in cash within ten (10) days after the Date of Termination
                  the sum of (1) the Executive's Annual Base Salary through the
                  Date of Termination to the extent not theretofore paid, (2)
                  any compensation previously deferred by the Executive
                  (together with any accrued interest or earnings thereon) and
                  (3) any accrued vacation pay, and (B) in cash within ten (10)
                  days after the Date of Termination any earned but unpaid
                  Incentive Bonus payable in respect of any completed fiscal
                  year that has not been paid in full for that completed year as
                  of the Date of Termination (collectively, the "Accrued
                  Obligations"); and (ii) any amount arising from the
                  Executive's participation in, or benefits under, any
                  Investment Plans (the "Accrued Investments"), which amounts
                  shall be payable in accordance with the terms and conditions
                  of such Investment Plans.

         (b)      Death. If the Executive's employment is terminated by reason
                  of the Executive's death during the Employment Period, all
                  unvested stock options held by Executive shall immediately
                  vest (in his legal representatives) and become exercisable in
                  accordance with their terms and the Company shall have no
                  further payment obligations to the Executive or his legal
                  representatives, other than for payment of: (i) in a lump sum
                  in cash within ten (10) days after the Date of Termination,
                  the Accrued Obligations; (ii) the Accrued Investments, which
                  shall be payable in accordance with the terms and conditions
                  of the Investment Plans; and (iii) the Incentive Bonus for the
                  year of termination prorated from the first day of the
                  Company's then current fiscal year to the Date of Termination
                  (the "Prorated Incentive Bonus"), payable following
                  calculation of the

                                       12
<PAGE>


                  Incentive Bonus in accordance with Section 2(b)(ii) hereof and
                  Schedule A hereto.

         (c)      Disability. If the Executive's employment is terminated by
                  reason of the Executive's Disability during the Employment
                  Period, all unvested stock options held by Executive shall
                  immediately vest and become exercisable in accordance with
                  their terms and the Company shall have no further payment
                  obligations to the Executive or his legal representatives,
                  other than for payment of: (i) in a lump sum in cash within
                  ten (10) days after the Date of Termination, the Accrued
                  Obligations; (ii) the Accrued Investments, which shall be
                  payable in accordance with the terms and conditions of the
                  Investment Plans; and (iii) the Prorated Incentive Bonus,
                  payable following calculation of the Incentive Bonus in
                  accordance with Section 2(b)(ii) hereof and Schedule A hereto.

         (d)      Without Cause or for Good Reason. If the Executive's
                  employment is terminated by the Company without Cause or by
                  the Executive for Good Reason, all unvested stock options held
                  by Executive (the "Unvested Options") shall immediately vest
                  and become exercisable for a period of one hundred eighty
                  (180) days from the Date of Termination (the "Exercise
                  Period") and the Company shall have no further payment
                  obligations to the Executive or his legal representatives,
                  other than for: (i) payment of, in a lump sum in cash within
                  ten (10) days after the Date of Termination, the Accrued
                  Obligations; (ii) payment of the Accrued Investments, which
                  shall be payable in accordance with the terms and conditions
                  of the Investment Plans; (iii) payment of the Prorated
                  Incentive Bonus, calculated as of the end of the fiscal year
                  applicable to such Incentive Bonus, and payable following
                  calculation of the Incentive Bonus in accordance with Section
                  2(b)(ii) hereof and Schedule A hereto; and (iv) an amount
                  equal to one-twelfth of the sum of the Executive's Annual Base
                  Salary and 80% of the target Incentive Bonus applicable to the
                  period in which the Date of Termination occurs and set forth
                  on Schedule A hereto multiplied by 24 (the "Severance
                  Payment"), and (v) the Company will arrange for a third party
                  insurer to provide health and welfare benefits comparable to
                  those described in Sections 2(b)(iv) and 2(b)(v) (the
                  "Severance Benefits") for a period of 24 months (the
                  "Severance Period"), but only if and to the extent that the
                  premium cost per annum to the Company in respect of such
                  coverage does not exceed $50,000 per annum (the "Benefits
                  Premium"). Such Severance Payment will be paid 50% in a lump
                  sum as of, or within 10 days following, the Date of
                  Termination and 50% in equal bi-weekly amounts over the 24
                  months following the Date of Termination.

         (e)      Change of Control. If the Executive's employment is terminated
                  upon a Change of Control as contemplated in Section 3(d), all
                  unvested stock options held by Executive shall immediately
                  vest and become exercisable in accordance with their terms and
                  the Company shall have no further

                                       13
<PAGE>

                  payment obligations to the Executive or his legal
                  representatives, other than for (i) payment of, in a lump sum
                  in cash within ten (10) days after the Date of Termination,
                  the Accrued Obligations; (ii) payment of the Accrued
                  Investments, which shall be payable in accordance with the
                  terms and conditions of the Investment Plans; (iii) within ten
                  (10) days after the Date of Termination, payment of the
                  Prorated Incentive Bonus, payable following calculation of the
                  Incentive Bonus in accordance with Section 2(b)(ii) hereto and
                  Schedule A hereto; (iv) within ten (10) days after the Date of
                  Termination, the Severance Payment and (v) the Company will
                  arrange for the provision of the continuation of Severance
                  Benefits for the Severance Period as described in clause (v)
                  of Section 4(d) above.

         As used in this Section 4, "stock options" shall mean options, warrants
         or similar stock purchase rights, including those described in Schedule
         B hereto.

         With respect to any such continued health and welfare benefits
         described in Section 4 (d) or (e) above for which the Executive is
         eligible, if the Company is unable to arrange for the provision of such
         benefits, the Company shall pay, in a lump sum, the Executive for the
         cost of such benefits not to exceed the amount of the Benefit Premium;
         and the Executive's period of "continuation coverage" for purposes of
         Section 4980B of the Internal Revenue Code of 1986, as amended
         ("COBRA"), shall be deemed to commence on the Date of Termination.

5.       RETENTION BONUS

         Following a "Change of Control" (for avoidance of doubt, it shall
         include the Change of Control contemplated by the Merger Agreement), if
         the Executive is employed by the Company on the 12-month anniversary of
         the Change of Control, the Company shall pay the Executive a retention
         bonus in an amount equal to the Executive's Annual Base Salary in
         effect at the time the Change of Control takes place. Nothing in this
         Section 5 shall be deemed to give the Executive the right to be
         retained in the employ of the Company or to restrict the right of the
         Company to terminate the Executive at any time and for any reason,
         without Cause or for Cause or upon a Change of Control. Nothing in this
         Section 5 shall be deemed to give the Company the right to require the
         Executive to remain in the employ of the Company or to restrict the
         Executive's right to terminate his employment at any time and for any
         reason, without Good Reason or for Good Reason.

6.       FULL SETTLEMENT; MITIGATION; RELEASE

         In no event shall the Executive be obligated to seek other employment
         or take any other action by way of mitigation of the amounts payable to
         the Executive under any of the provisions of this Agreement and such
         amounts shall not be reduced whether or not the Executive obtains other
         employment. Neither the Executive nor the Company shall be liable to
         the other party for any damages in addition to the amounts payable
         under Section 4 arising out of the termination of the


                                       14
<PAGE>


         Executive's employment prior to the end of the Employment Period;
         provided, however, that the Company shall be entitled to seek damages
         from the Executive for any breach of Sections 7, 8, 10 or 11 by the
         Executive and either party shall be entitled to seek damages for
         criminal misconduct.

         In the event of a termination of the Executive by the Company without
         Cause, by the Executive for Good Reason, by the Company upon a Change
         of Control and simultaneous with the receipt by the Executive of any
         Severance Benefits from the Company in accordance with the terms of
         this Agreement or pursuant to any other agreement entered into by the
         Company and the Executive, the Executive will release the Company from
         and against any claims, damages, lawsuits and liabilities (a "Claim")
         arising in relation to such termination or any other acts arising under
         this Agreement in relation to such termination or any other acts,
         omissions or circumstances in relation to the Company prior to the date
         of termination excepting any claim based on an event that would
         constitute a termination of the Executive by the Company for Cause in
         accordance with Sections 3(b)(ii) and 3(b)(iv) of this Agreement.
         Notwithstanding anything herein to the contrary, the Executive retains
         any and all rights it has under any other written agreements entered
         into by the Company and the Executive.

         In the event of a termination of the Executive by the Company without
         Cause, by the Executive for Good Reason, by the Company upon a Change
         of Control and upon the performance by the Executive of his obligations
         and covenants under this Section 6, then the Company will release the
         Executive from and against any Claim arising under this Agreement in
         relation to such termination or any other acts, omissions or
         circumstances in relation to the Company prior to the date of
         termination. Notwithstanding anything herein to the contrary, the
         Company retains any and all rights it has under any other written
         agreements entered into by the Company and the Executive.

7.       CONFIDENTIAL INFORMATION

         (a)      The Executive acknowledges that the Company and its affiliates
                  have trade, business and financial secrets and other
                  confidential and proprietary information (collectively, the
                  "Confidential Information"). "Confidential Information"
                  includes sales materials, technical information, processes and
                  compilations of information, records, specifications and
                  information concerning customers or vendors, manuals relating
                  to suppliers' products, customer lists, information regarding
                  methods of doing business, and the identity of suppliers.
                  "Confidential Information" shall not include (i) information
                  that is generally known to other persons or entities who can
                  obtain economic value from its disclosure or use and (ii)
                  information required to be disclosed by the Executive pursuant
                  to a subpoena or court order, or pursuant to a requirement of
                  a governmental agency or law of the United States of America
                  or a state thereof or any governmental or political
                  subdivision; provided, however, that the Executive shall take
                  all reasonable steps to prohibit disclosure pursuant to
                  subsection (ii) above.


                                       15
<PAGE>


         (b)      Each of the Executive and the Company has divulged, and herein
                  promises to continue to divulge during Executive's employment
                  with the Company, appropriate Confidential Information to one
                  another as of the effective date of this Agreement, and from
                  time to time thereafter as such appropriate Confidential
                  Information arises.

         (c)      During and following the Executive's employment by the
                  Company, the Executive shall hold in confidence and not
                  directly or indirectly disclose or use or copy or make lists
                  of any Confidential Information or proprietary data of the
                  Company or its affiliates except to the extent authorized in
                  writing by the Board or required by any court or
                  administrative agency, other than to an Executive of the
                  Company or its affiliates or a person to whom disclosure is
                  reasonably necessary or appropriate in connection with the
                  performance by the Executive of his duties as an employee of
                  the Company.

         (d)      The Executive further agrees not to use any Confidential
                  Information for the benefit of any person or entity other than
                  the Company or its affiliates.

         (e)      As used in this Section 7, "Company" shall include Atrium
                  Corporation and any of its direct or indirect subsidiaries,
                  including ACI.

8.       RESPONSIBILITIES UPON TERMINATION

         Upon the termination of his employment by the Company for whatever
         reason and irrespective of whether or not such termination is voluntary
         on his part:

         (a)      The Executive shall advise the Company of the identity of his
                  new employer within ten (10) days after accepting new
                  employment and further agrees to keep the Company so advised
                  of any change in employment during the term of Non-Competition
                  set forth in Section 10 hereof;

         (b)      The Company in its sole discretion may notify any new employer
                  of the Executive that he has an obligation not to compete with
                  the Company during such term;

         (c)      The Executive shall deliver to the Company any and all
                  records, forms, contracts, memoranda, work papers, customer
                  data and any other documents which have come into his
                  possession by reason of his employment with the Company
                  (including the Company's direct and indirect subsidiaries),
                  irrespective of whether or not any of said documents were
                  prepared for him, and he shall not retain memoranda in respect
                  of or copies of any of said documents; and

         (d)      The Executive shall participate in an exit interview with the
                  Company.


                                       16
<PAGE>

9.       SUCCESSORS

         The Company may assign its rights and obligations under this Agreement
         to any successor to all or substantially all the assets of the Company,
         by merger or otherwise, subject, however, to the Executive's right to
         terminate this Agreement for Good Reason as provided in Section 3(c),
         and may assign or encumber this Agreement and its rights hereunder as
         security for indebtedness of the Company and its affiliates. All
         representations, warranties, covenants, terms, conditions and
         provisions of this Agreement shall be binding upon and inure to the
         benefit of, and be enforceable by the respective heirs, legal
         representatives, successors and permitted assigns of the Company and
         Executive. Neither this Agreement nor any rights, interests or
         obligations hereunder may be assigned by the Executive without the
         prior written consent of the Company.

10.      NON-COMPETITION

         The provisions of this Section 10 are in consideration for (i) the
         Company's promise in Section 7 to continue to make appropriate
         Confidential Information available to the Executive during the term of
         Executive's employment by the Company and (ii) the amounts paid to
         Executive by the Company on or prior to the date hereof including in
         connection with the transactions described in the Merger Agreement.

         (a)      The term of Non-Competition (herein so called) shall be for a
                  term beginning on the Effective Date hereof and continuing
                  until (i) the first anniversary of the Date of Termination if
                  the Executive's employment is terminated by the Company for
                  Cause or due to Disability or by the Executive without Good
                  Reason or termination or non-renewal by the Company at the end
                  of the Additional Term, or (ii) the last day of the Severance
                  Period if the Executive's employment is terminated by the
                  Company without Cause (and not due to Disability) or upon a
                  Change of Control or by the Executive for Good Reason.

         (b)      During the term of Non-Competition, the Executive shall not
                  (other than for the benefit of the Company or its affiliates
                  pursuant to this Agreement) directly or indirectly, render
                  services to, assist, participate in the affairs of, or
                  otherwise be connected with, any person or enterprise (other
                  than the Company), which person or enterprise is engaged in,
                  or is planning to engage in, and shall not personally engage
                  in, any business that is in any respect competitive with the
                  Company Business, with respect to any products of the Company
                  that were within the Executive's management responsibility at
                  any time within the twelve-month period immediately prior to
                  the termination of the Executive's employment with the Company
                  or any New Product (as defined herein), in any capacity which
                  would (i) utilize the Executive's services with respect to
                  such business within any state of the United States, or any
                  substantially comparable political subdivision of any other
                  country, wherein the Company sold or actively attempted to
                  sell such products within the twelve-month period immediately
                  prior to the termination of the Executive's employment with
                  the Company; or (ii) utilize the Executive's services in
                  selling any products similar to such products of the Company
                  to any person or entity to which the Company sold or actively


                                       17
<PAGE>


                  attempted to sell such products within the twelve-month period
                  immediately prior to the termination of the Executive's
                  employment with the Company (a "Competing Business").
                  Notwithstanding the foregoing, the Company agrees that the
                  Executive may own less than five percent of the outstanding
                  voting securities of any publicly traded company that is a
                  Competing Business so long as the Executive does not otherwise
                  participate in such Competing Business in any way prohibited
                  by the preceding clause.

         (c)      During the term of Non-Competition, Executive will not, and
                  will not permit any of his affiliates to, directly or
                  indirectly, recruit or otherwise solicit or induce any
                  employee, customer, subscriber or supplier of the Company to
                  terminate its employment or arrangement with the Company,
                  otherwise change its relationship with the Company or
                  establish any relationship with the Executive or any of his
                  affiliates for any business purpose deemed competitive with
                  the business of the Company.

         (d)      The Executive acknowledges that the geographic boundaries,
                  scope of prohibited activities, and time duration of the
                  preceding paragraphs are reasonable in nature and are no
                  broader than are necessary to maintain the goodwill of the
                  Company and its affiliates and the confidentiality of their
                  Confidential Information, and to protect the other legitimate
                  business interests of the Company and its affiliates.

         (e)      If any court determines that any portion of this Section 10 is
                  invalid or unenforceable, the remainder of this Section 10
                  shall not thereby be affected and shall be given full effect
                  without regard to the invalid provisions. If any court
                  construes any of the provisions of this Section 10, or any
                  part thereof, to be unreasonable because of the duration or
                  scope of such provision, such court shall have the power to
                  reduce the duration or scope of such provision and to enforce
                  such provision as so reduced.

         (f)      As used in this Section 10, (i) "Company" shall include Atrium
                  Corporation and any of its direct or indirect subsidiaries,
                  and (ii) "Company Business" shall refer to the window and
                  patio door business of the Company together with any other
                  business, product or service that is or was subject to active
                  consideration or review by the Board prior to the Date of
                  Termination (such other business product or service (a "New
                  Product") provided that, any such New Product that is not
                  implemented or developed into an actual product or service
                  during the 12 month period following the Date of Termination
                  shall cease to be a New Product following such 12 month
                  period.


                                       18
<PAGE>


11.      INVENTIONS; ASSIGNMENT

         All rights to discoveries, inventions, improvements and innovations
         (including all data and records pertaining thereto) related to the
         Company's business, whether or not patentable, copyrightable,
         registrable as a trademark, or reduced to writing, that the Executive
         may discover, invent or originate during the Employment Period, and for
         a period of twelve (12) months thereafter, either alone or with others
         and whether or not during working hours or by the use of the facilities
         of the Company ("Inventions"), shall be the exclusive property of the
         Company. The Executive shall promptly disclose all Inventions to the
         Company, shall execute at the request of the Company any assignments or
         other documents the Company may deem necessary to protect or perfect
         its rights therein, and shall assist the Company, at the Company's
         expense, in obtaining, defending and enforcing the Company's rights
         therein. The Executive hereby appoints the Company, as his
         attorney-in-fact to execute on his behalf any assignments or other
         documents deemed necessary by the Company to protect or perfect its
         rights to any Inventions.

12.      ACI

         At any time during the Employment Period, any of the obligations of the
         Company to make payments hereunder, including the obligation to pay any
         compensation to Executive under Section 2(b), may, at the sole
         discretion of the Company (subject to the approval of the Board), be
         discharged and satisfied by ACI.

13.      MISCELLANEOUS

         (a)      Construction. This Agreement shall be deemed drafted equally
                  by both the parties. Its language shall be construed as a
                  whole and according to its fair meaning. Any presumption or
                  principle that the language is to be construed against any
                  party shall not apply. The headings in this Agreement are only
                  for convenience and are not intended to affect construction or
                  interpretation. Any references to paragraphs, subparagraphs,
                  sections or subsections are to those parts of this Agreement,
                  unless the context clearly indicates to the contrary. Also,
                  unless the context clearly indicates to the contrary, (a) the
                  plural includes the singular and the singular includes the
                  plural; (b) "and" and "or" are each used both conjunctively
                  and disjunctively; (c) "any," "all," "each," or "every" means
                  "any and all," and "each and every"; (d) "includes" and
                  "including" are each "without limitation"; (e) "herein,"
                  "hereof," "hereunder" and other similar compounds of the word
                  "here" refer to the entire Agreement and not to any particular
                  paragraph, subparagraph, section or subsection; and (f) all
                  pronouns and any variations thereof shall be deemed to refer
                  to the masculine, feminine, neuter, singular or plural as the
                  identity of the entities or persons referred to may require.


                                       19
<PAGE>


         (b)      Notices. Any notice, demand, request or other communication
                  given hereunder to any party, shall be deemed to be sufficient
                  if contained in a written instrument delivered in person or
                  duly sent by first class registered, certified or overnight
                  mail, postage prepaid, or telecopied with a confirmation copy
                  by regular, certified or overnight mail, addressed or
                  telecopied, as the case may be, as follows:

                  If to the Executive to:       Jeff L. Hull
                                                941 Gibbs Crossing
                                                Coppell, Texas 75019
                                                Fax: (972) 304-5238

                  If to the Company:            Atrium Corporation
                                                1341 West Mockingbird Lane
                                                Suite 1200W, Dallas Texas 75247
                                                Attention: Philip Ragona,
                                                General Counsel
                                                Fax: (214) 630 5001

                                                With copies to:

                                                Paul, Hastings, Janofsky &
                                                Walker LLP
                                                75 East 55th Street
                                                New York, New York  10022
                                                Attention: Joel M. Simon
                                                           Marie Censoplano
                                                Fax:  (212) 319-4090

                  or to such other address as the addressee may have designated
                  by notice to the addressor. All such notices, requests,
                  demands and other communications shall be deemed to have been
                  received: (i) in the case of personal delivery, on the date of
                  such delivery; (ii) if mailed, three (3) days after being
                  mailed as described above; or (iii) in the case of facsimile
                  transmission, when confirmed by facsimile machine report..

         (c)      Enforcement. If any provision of this Agreement is held to be
                  illegal, invalid or unenforceable under present or future laws
                  effective during the term of this Agreement, such provision
                  shall be fully severable; this Agreement shall be construed
                  and enforced as if such illegal, invalid or unenforceable
                  provision had never comprised a portion of this Agreement; and
                  the remaining provisions of this Agreement shall remain in
                  full force and effect and shall not be affected by the
                  illegal, invalid or unenforceable provision or by its
                  severance from this Agreement. Furthermore, in lieu of such
                  illegal, invalid or unenforceable provision there shall be
                  added automatically as part of this Agreement a provision as
                  similar in terms to such illegal, invalid or unenforceable
                  provision as may be possible and be legal, valid and
                  enforceable.


                                       20
<PAGE>

         (d)      Withholding. The Company shall be entitled to withhold from
                  any amounts payable under this Agreement any federal, state,
                  local or foreign withholding or other taxes or charges, which
                  it is from time to time, required to withhold. The Company
                  shall be entitled to rely on an opinion of counsel if any
                  questions as to the amount or requirement of such withholding
                  shall arise.

         (e)      No Waiver. No waiver by either party at any time of any breach
                  by the other party of, or compliance with, any condition or
                  provision of this Agreement to be performed by the other party
                  shall be deemed a waiver of similar or dissimilar provisions
                  or conditions at any time.

         (f)      Equitable Relief. The Executive acknowledges that money
                  damages would be both incalculable and an insufficient remedy
                  for a breach of Section 7, 8, 9, 10 or 11 by the Executive and
                  that any such breach would cause the Company irreparable harm.
                  Accordingly, the Company, in addition to any other remedies at
                  law or in equity it may have, shall be entitled, without the
                  requirement of posting of bond or other security, to equitable
                  relief, including injunctive relief and specific performance,
                  in connection with a breach of Section 7, 8, 9, 10 or 11 by
                  the Executive.

         (g)      Complete Agreement. This Agreement, together with any
                  applicable agreements and instruments evidencing the stock
                  purchase rights described in Schedule B hereto and any Buy
                  Sell Agreement between the Executive and the Company,
                  constitutes the entire and complete understanding and
                  agreement between the parties with respect to the subject
                  matter hereof, and supersedes all prior and contemporaneous
                  oral and written agreements (including the January 1, 2003
                  Agreement), representations and understandings between the
                  Executive and the Company, or its affiliates and subsidiaries,
                  which are hereby terminated. Other than as expressly set forth
                  herein, the Executive and the Company acknowledge and
                  represent that there are no other promises, terms, conditions
                  or representations (oral or written) regarding any matter
                  relevant hereto. This Agreement may be executed in two or more
                  counterparts.

         (h)      Mediation; Arbitration

                  (i)      The Company and the Executive shall mediate any claim
                           or controversy arising out of or relating to this
                           Agreement or any breach thereof if either of them
                           requests mediation and gives written notice to the
                           other (the "Mediation Notice"). Any notice given
                           pursuant to the preceding sentence shall include a
                           brief statement of the claim or controversy. If the
                           Company and the Executive do not resolve the claim or
                           controversy within five (5) days after the date of
                           the Mediation Notice, the Company and the Executive
                           shall then use reasonable efforts to agree upon an


                                       21
<PAGE>


                           independent mediator. If the Company and the
                           Executive do not agree upon an independent mediator
                           within ten (10) days after the date of the Mediation
                           Notice, either party may request that JAMS/Endispute
                           ("JAMS"), or a similar mediation service of a similar
                           national scope if JAMS no longer then exists, appoint
                           an independent mediator. The Company and the
                           Executive shall share the costs of mediation equally
                           and shall pay such costs in advance upon the request
                           of the mediator or any party. Within ten (10) days
                           after selection of the mediator, the mediator shall
                           set the mediation. If the Company and the Executive
                           do not resolve the dispute within thirty (30) days
                           after the date of the Mediation Notice, the dispute
                           shall be decided by arbitration as set forth below.

                  (ii)     Any claim or controversy arising out of or relating
                           to this Agreement or any breach thereof shall be
                           settled by arbitration if such claim or controversy
                           is not settled pursuant to mediation as set forth
                           above. The venue for any such arbitration shall be
                           Dallas, Texas, or such other location as the parties
                           may mutually agree. Except as expressly set forth
                           herein, all arbitration proceedings under this
                           Section 13(h)(ii) shall be undertaken in accordance
                           with the Commercial Arbitration Rules of the American
                           Arbitration Association (the "AAA") then in force.
                           Only individuals who are (i) lawyers engaged
                           full-time in the practice of law and (ii) on the AAA
                           register of arbitrators shall be selected as an
                           arbitrator. There shall be one arbitrator who shall
                           be chosen in accordance with the rules of the AAA.
                           Within twenty (20) days of the conclusion of the
                           arbitration hearing, the arbitrator shall prepare
                           written findings of fact and conclusions of law.
                           Judgment on the written award may be entered and
                           enforced in any court of competent jurisdiction. It
                           is mutually agreed that the written decision of the
                           arbitrator shall be valid, binding, final and
                           non-appealable; provided however, that the parties
                           hereto agree that the arbitrator shall not be
                           empowered to award punitive damages against any party
                           to such arbitration. The arbitrator shall require the
                           non-prevailing party to pay the arbitrator's full
                           fees and expenses or, if in the arbitrator's opinion
                           there is no prevailing party, the arbitrator's fees
                           and expenses will be borne equally by the parties
                           thereto. In the event action is brought to enforce
                           the provisions of this Agreement pursuant to this
                           Section 13(h)(ii), the non-prevailing parties shall
                           be required to pay the reasonable attorneys' fees and
                           expenses of the prevailing parties, except that if in
                           the opinion of the court or arbitrator deciding such
                           action there is no prevailing party, each party shall
                           pay its own attorneys' fees and expenses.


                                       22
<PAGE>

                  (i)      Survival. Sections 4, 6, 7, 8, 9, 10, 11, 12 and 13
                           of this Agreement shall survive the termination of
                           this Agreement.

                  (j)      Choice of Law. This Agreement and the rights and
                           obligations hereunder shall be governed by and
                           construed in accordance with the laws of the State of
                           Texas without reference to principles of conflicts of
                           law of Texas or any other jurisdiction, and, where
                           applicable, the laws of the United States.

                  (k)      Amendment. This Agreement may not be amended or
                           modified at any time except by a written instrument
                           approved by the Board and executed by the Company and
                           the Executive.

                  (l)      Executive Acknowledgment. Executive acknowledges that
                           he has read and understands this Agreement, is fully
                           aware of its legal effect, has not acted in reliance
                           upon any representations or promises made by the
                           Company other than those contained in writing herein,
                           and has entered into this Agreement freely based on
                           his own judgment.

                  (m)      Termination of January 1, 2003 Agreement. Except for
                           the payment of the 2003 incentive bonus as described
                           in Section 2(b)(ii), effective upon the Effective
                           Date, the January 1, 2003 Agreement shall
                           automatically be terminated and of no further force
                           or effect, the parties thereto shall have no further
                           obligations or liabilities thereunder and Executive's
                           employment by the Company and its subsidiaries shall
                           solely be governed by this Agreement.



                                       23
<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board, the Company has caused this
Agreement to be executed in its name on its behalf, as of the day of December ,
2003.

                                   EXECUTIVE

                                   ----------------------------------------
                                   Jeff L. Hull



                                   ATRIUM CORPORATION

                                   By:
                                       ------------------------------------
                                   Name:
                                         ----------------------------------
                                   Title:
                                          ---------------------------------

                                   ATRIUM COMPANIES, INC.

                                   By:
                                       ------------------------------------
                                   Name:
                                         ----------------------------------
                                   Title:
                                          ---------------------------------



                                   KAT HOLDINGS, L.P.
                                   (Only for purposes of Section 2(a))

                                   By: KAT GROUP, L.P., its general partner

                                   By: JLK Operations, Inc., its general partner

                                   By:
                                       ------------------------------------
                                   Name:
                                         ----------------------------------
                                   Title:
                                          ---------------------------------



                                       24
<PAGE>


                                   SCHEDULE A

                     TO JEFF L. HULL'S EMPLOYMENT AGREEMENT



Executive shall be entitled to a target bonus (the "Incentive Bonus") of (a)
during the period beginning January 1, 2003 and ending on December 31, 2003, in
an amount equal to $400,000 per annum (reduced by any amounts paid as a
performance bonus on or prior to the date hereof), (b) during the period
beginning on January 1, 2004 and ending on December 31, 2004, in an amount equal
to $450,000 per annum, (c) during the period beginning on January 1, 2005 and
ending on December 31, 2005, in an amount equal to $500,000 per annum, and (d)
during the period beginning on January 1, 2006 and ending on December 31, 2006,
in an amount equal to $600,000 per annum, computed as follows:

         (a)      50% of the Executive's Incentive Bonus ("EBITDA Bonus") shall
                  be payable based upon achievement of the following targets:

                  (i)      If the Company achieves 80% of its Budgeted EBITDA,
                           the Executive shall receive 50% of the EBITDA Bonus.

                  (ii)     If the Company achieves 90% of its Budgeted EBITDA,
                           the Executive shall receive 75% of the EBITDA Bonus.

                  (iii)    If the Company achieves 100% of its Budgeted EBITDA,
                           the Executive shall receive 100% of the EBITDA Bonus.

                  (iv)     If the Company achieves 110% of its Budgeted EBITDA,
                           the Executive shall receive 125% of the EBITDA Bonus.

                  (v)      The EBITDA Bonus will be paid on a sliding scale on a
                           pro rated basis. For example, if 95% of budgeted
                           EBITDA is achieved, the Executive is entitled to
                           87.5% of the EBITDA Bonus. No EBITDA Bonus will be
                           paid if the Company achieves less than 80% of the
                           budgeted EBITDA and in no event will the Company pay
                           in excess of 125% of the EBITDA Bonus.

                  (vi)     For purposes of the EBITDA Bonus, EBITDA shall be
                           defined as earnings before interest, taxes,
                           depreciation and amortization of the Company and all
                           of its subsidiaries on a consolidated basis. EBITDA
                           shall exclude any extraordinary gains or losses,
                           special charges, any compensation expense
                           attributable to the Company's equity securities,
                           management fees paid to the Company's equity sponsor,
                           any accounts receivable securitization expense, any
                           transaction or merger-related costs that are expensed
                           rather than


                                       25
<PAGE>


                           capitalized including any effect of fair market value
                           adjustments made pursuant to purchase accounting and
                           any other non-cash items. The EBITDA will be adjusted
                           for all acquisitions and/or divestitures by the Board
                           in good faith.

                  (vii)    Budgeted EBITDA ("Budgeted EBITDA") shall be such
                           amount as is set by the Board annually as adjusted by
                           the Board in good faith for a particular fiscal year
                           from time to time to reflect acquisitions and/or
                           divestitures by the Company or its subsidiaries.

         (b)      The remaining 50% of the Executive's Incentive Bonus shall be
                  based upon the achievement of management objectives to be set
                  from year to year by the Board of Directors.


                                       2
<PAGE>

                                   SCHEDULE B

                             STOCK PURCHASE RIGHTS:

On or prior to the Effective Date, the Executive will be granted warrants to
purchase 7,750 (which is based on the shares outstanding having a value of
$1,000 per share) shares of the common stock (the "Common Stock") of the Company
pursuant to a warrant agreement to be dated as of the Effective Date. The shares
shall vest and exercise prices will be set according to the following schedule:

4,000 shares, with an exercise price of $.01 per share, will vest 100% on
February 1, 2004;

3,750 shares with an exercise price of $1,000 per share, vest ratably from the
Effective Date on a monthly basis over a five-year period.

VESTING:

Each of the types of warrants described in Schedule B will be deemed fully
vested as set forth in accordance with this Agreement.