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            AMENDMENT NO. 1 TO INDEMNIFICATION ESCROW AGREEMENT

   THIS AMENDMENT NO. 1 TO INDEMNIFICATION ESCROW AGREEMENT (this 
"Amendment"), is made and entered into as of April 14, 1999 by and among 
Hicks, Muse Fund III Incorporated, a Texas corporation, as the true and 
lawful agent and attorney-in-fact for each of the Securityholders (as defined 
in the Merger Agreement referred to below) (the "Representative"), D and W 
Holdings, Inc., a Delaware corporation ("Buyer"), and Norwest Bank Texas, 
N.A., a national banking association with its headquarters in Dallas, Texas 
(the "Escrow Agent").

                                  RECITALS

   Pursuant to the Agreement and Plan of Merger dated as of August 3, 1998 
(as subsequently amended, the "Merger Agreement"), by and among Buyer, D and 
W Acquisition Corp., a Delaware corporation, Atrium Corporation, a Delaware 
corporation, and the Securityholders named therein (the "Securityholders"), 
the Representative, Buyer and the Escrow Agent entered into an 
Indemnification Escrow Agreement as of October 2, 1998 (the "Escrow 
Agreement").  Capitalized terms used and not defined herein shall have the 
respective meanings ascribed to them in the Escrow Agreement.

   The Securityholders have appointed, authorized and empowered Hicks, Muse 
Fund III Incorporated to act as the Representative pursuant to Article 12 of 
the Merger Agreement in connection with, and to facilitate the consummation 
of the transaction contemplated by, the Merger Agreement and in connection 
with the activities to be performed on behalf of the Securityholders under 
the Escrow Agreement.

   The parties hereto wish to amend the Escrow Agreement as set forth herein.

                               AGREEMENTS

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

   1.  SUBSTITUTION OF ESCROWED PROPERTY.  At the time the parties entered 
into the Escrow Agreement, the Escrow Amount was deposited with the Escrow 
Agent to be held under the terms of the Escrow Agreement as security for the 
indemnification obligations of the Securityholders to Buyer Indemnified 
Parties (as defined in the Merger Agreement) in accordance with Article 11 of 
the Merger Agreement.  Simultaneously with the execution and 

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delivery of this Amendment, to secure the indemnity obligations of Randall S. 
Fojtasek ("Fojtasek") to Buyer Indemnified Parties in accordance with 
Article 11 of the Merger Agreement, Fojtasek has delivered to the Escrow 
Agent a Letter of Credit issued by Bankers Trust Company (the "LC Agent"), 
naming the Escrow Agent as beneficiary (the "Letter of Credit") issued in the 
original amount of $1,566,625.  Upon receipt by the Escrow Agent of the 
Letter of Credit, the Escrow Agent is hereby authorized and instructed by 
Buyer and the Representative to distribute a portion of the Escrow Amount 
equal to $1,566,625 in accordance with the instructions set forth in Appendix 
I hereto. Each of Buyer, the Representative and the Escrow Agent hereby 
covenant and agree that the Escrow Agreement is hereby amended to the extent 
required to allow the substitution of the Letter of Credit for the portion of 
the Escrowed Property which is distributed in accordance with this Section 1, 
and hereby irrevocably waive any breach or default under the Escrow Agreement 
that would otherwise result from such substitution.

   2. LETTER OF CREDIT.  The Escrow Agreement is hereby amended by inserting 
the following Section 1A immediately following Section 1 to the Escrow 
Agreement:

         "Section 1A  LETTER OF CREDIT.  The Letter of Credit shall be 
   deemed "Escrowed Property" for all purposes under the Escrow 
   Agreement.  If the Escrow Agent receives (i) written instructions 
   executed by the Representative requesting the Escrow Agent to draw 
   funds under the Letter of Credit, or (ii) joint written 
   instructions executed by Buyer and the Representative requesting 
   the Escrow Agent to draw funds under the Letter of Credit, or (iii) 
   a Final Determination setting forth an amount to be drawn under the 
   Letter of Credit, or (iv) written instructions executed by Buyer 
   requesting the Escrow Agent to draw funds under the Letter of 
   Credit in connection with a Claim made pursuant to Section 8 of the 
   Escrow Agreement, then within two (2) Business Days after receipt 
   of such written instructions or Final Determination, as applicable, 
   the Escrow Agent shall present to the LC Agent a Drawing 
   Certificate in the form attached hereto as Appendix II (the 
   "Drawing Certificate") duly executed by an officer of the Escrow 
   Agent and requesting payment under the Letter of Credit in an 
   amount equal to the amount set forth in such written instructions 
   or Final Determination, as applicable.  The Escrow Agent shall then 
   deposit into the Atrium Indemnity Account any funds received upon 
   the draw under the Letter of Credit and, if less than the full 
   amount of the Letter of Credit is drawn, the Escrow Agent shall 
   continue to hold the Letter of Credit pursuant to the terms of this 
   Agreement, including those set forth in this Section 1A.  Any funds 
   drawn under the Letter of Credit and deposited into the Atrium 
   Indemnity Account shall be deemed a part of the "Escrow Amount" for 
   all purposes under the Escrow Agreement and shall be held, 
   administered and disposed of by the Escrow Agent in accordance with 
   the terms and conditions set forth in the Escrow Agreement.  If the 
   Letter of Credit has not been fully drawn at or prior to the second 
   Business Day after the Final Release Date, not later than the 
   fourth Business Day after the Final Release Date, the Escrow Agent 
   shall deliver the Letter of Credit to the Representative."

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   3. CONSTRUCTION.  The headings in this Amendment are solely for 
convenience of reference and shall not be given any effect in the 
construction or interpretation of this Amendment or the Escrow Agreement.  
Unless otherwise stated, references to Sections are references to Sections of 
this Amendment.

   4. COUNTERPARTS.  This Amendment may be executed in one or more 
counterparts, each of which shall be deemed an original and all of which 
together shall constitute a single instrument.

   5. GOVERNING LAW.  This Amendment shall be construed in accordance with 
and governed by the internal law of the state of Delaware (without reference 
to its rules as to conflicts of law).

   6. Effect of Amendment.  Except as amended hereby, the terms and 
provisions of the Escrow Agreement shall remain in full force and effect, and 
are hereby in all respects ratified and confirmed by the parties hereto.

             [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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   IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Amendment as of the date first written above.

                                       D AND W HOLDINGS, INC.


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


                                       HICKS, MUSE FUND III INCORPORATED,
                                        as Representative


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


                                       NORWEST BANK TEXAS, N.A.


                                       By: 
                                           ------------------------------
                                       Name: 
                                       Title: 
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                                    APPENDIX I

                              DISTRIBUTION INSTRUCTIONS