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                                                                   EXHIBIT 10.13


                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
January 1, 2003, by and between Atrium Corporation (f/k/a D and W Holdings,
Inc.), a Delaware corporation (together with its successors and assigns
permitted hereunder, the "Company"), Atrium Companies, Inc., a Delaware
corporation ("ACI"), and Robert E. Burns (the "Executive").

RECITALS

A.  The Company and the Executive entered into an Employment Agreement dated as
    of January 24, 2000 (the "January 24, 2000 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 24, 2000 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
    date hereof and ending on the third anniversary of such date (the "Initial
    Term", and including any and all renewals thereof, the "Employment Period");
    provided the Initial Term is renewable for a series of three-year terms
    thereafter as mutually agreed upon by the Company and Executive at least 30
    days prior to the end of the then current term. In the event Executive
    continues to perform services after the Employment Period, and pending
    agreement for extension of the Employment Agreement, such services shall
    constitute employment for an unspecified term, terminable at will, with or
    without cause or reason, with or without advance notice, and with or without
    pay in lieu of advance notice. If the Company provides the Executive with
    notice of intent not to renew in accordance with the above, the Company may
    in its discretion terminate Executive's services as of the date of such
    notice by paying to Executive all amounts that will become due during the
    remainder of the Employment Period.


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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 Co-Chief Operating Officer of the Company and, in
               so doing, shall perform normal duties and responsibilities
               associated with such position, subject to the general direction,
               approval and control of the President and Chief Executive Officer
               (or its equivalent) and the Board of Directors.

         (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.

         (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 the date
               hereof and ending on December 31, 2003, in an amount equal to
               $232,500 per annum, (B) during the period beginning on January 1,
               2004 and ending on December 31, 2004, in an amount equal to
               $240,000 per annum, (C) during the period beginning on January 1,
               2005 and ending on December 31, 2005, in an amount equal to
               $250,000 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


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               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. 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
               entitled to participate in all incentive, savings, stock option
               and retirement plans, practices, policies and programs applicable
               generally to other employees of the Company ("Investment Plans"),
               as amended from time to time.

        (iv)   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 medical, prescription, dental, disability, salary
               continuance, employee life, group life, accidental death and
               travel accident insurance plans and programs), as amended from
               time to time, to the extent applicable generally to other
               employees of the Company.

        (v)    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.

        (vi)   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,
               as amended from time to time.

        (vii)  Automobile. The Company recognizes the Executive's need for an
               automobile for business purposes. The Company shall provide the
               Executive with an automobile allowance of $650 per month.

        (viii) 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


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               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.

         (ix)  Stock Options. Upon the effective date of this Agreement, the
               Executive will be entitled to the stock options described on
               Schedule B hereto.

         (x)   Key-Man Insurance. At any time during the Employment Period, 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 30th day
         after receipt of such notice by the Executive (the "Disability
         Effective Date"), if, within the 30 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 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


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         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 (i) 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 (ii) 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:

         (i)   any significant reduction, approved by the Board 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, excluding for


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               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 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;

         (iii) 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; or

         (iv)  without limiting the generality of the foregoing, any material
               breach 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 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, 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 of all or
         substantially all of the assets of the Company (including capital stock
         or assets of operating


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         subsidiaries) to any person or group of persons, (ii) a majority of the
         Board of Directors of the Company shall consist of persons who are not
         nominated collectively by Ardshiel, Inc. and its affiliates and GE
         Investment Private Placement Partners II, a Limited Partnership or
         (iii) the acquisition by any person or group (other than Ardshiel,
         Inc., GE Investment Private Placement Partners II, a Limited
         Partnership and their affiliates) of the power to vote or direct the
         voting of securities having more than 50% of the ordinary voting power
         for the election of directors of the Company.

    (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 shall not be 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 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


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    (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 his death or
         Disability 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, all stock options held by
         the Executive shall lapse and expire. If the Executive terminates his
         employment without Good Reason, all unvested stock options held by the
         Executive shall lapse and expire and any remaining unexercised stock
         options shall remain exercisable for a period of thirty (30) days from
         the Date of Termination. The Company shall have no further payment
         obligations to the Executive or his legal representatives, other than
         for the payment of: (i) in a lump sum in cash within ten (10) days
         after the Date of Termination the sum of the Executive's Annual Base
         Salary through the Date of Termination to the extent not theretofore
         paid, any compensation previously deferred by the Executive (together
         with any accrued interest or earnings thereon) and any accrued vacation
         pay (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 unexercised stock
         options held by Executive shall immediately vest (in his legal
         representatives) and become exercisable 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 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 Incentive Bonus
         in accordance with Section 2(b)(ii) hereof.

    (c)  Disability. If the Executive's employment is terminated by reason of
         the Executive's Disability during the Employment Period, all
         unexercised stock options held by Executive shall immediately vest and
         become exercisable 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


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         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.

    (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
         ninety (90) 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, except with respect to the Unvested Options, shall
         be payable in accordance with the terms and conditions of the
         Investment Plans; (iii) payment of the Prorated Incentive Bonus,
         payable following calculation of the Incentive Bonus in accordance with
         Section 2(b)(ii) hereof; and (iv) payment for each month during a
         period of 12 months following the Date of Termination (the "Severance
         Period") of one-twelfth of the sum of the Executive's Annual Base
         Salary on the Date of Termination, in accordance with the customary
         payroll practices of the Company. All Unvested Options, which remain
         unexercised at the end of the Exercise Period shall lapse and expire.

    (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
         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; and (iv) payment for each month during the Severance
         Period of one-twelfth of the sum of the Executive's Annual Base Salary
         on the Date of Termination, in accordance with the customary payroll
         practices of the Company.

5.  NOT USED

6.  FULL SETTLEMENT; MITIGATION

    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


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    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 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, 9, 10, or 11 by
    the Executive and either party shall be entitled to seek damages for
    criminal misconduct.

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.

    (b)  The Company has divulged, and herein promises to continue to divulge,
         appropriate Confidential Information to the Executive 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.


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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 Atrium Corporation and its
         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.

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 the Company's
    promise in Section 7 to continue to make appropriate Confidential
    Information available to the Executive.


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    (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 (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 business of the Company, 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, 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 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.


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    (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, "Company" shall include Atrium Corporation
         and any of its direct or indirect subsidiaries.

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


                                       13
<PAGE>


    (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.

    (b)  Notices. All notices and other communications hereunder shall be in
         writing and shall be given by hand delivery to the other party or by
         registered or certified mail, return receipt requested, postage
         prepaid, addressed as follows:

         If to the Executive:          Robert E. Burns
                                       1022 Gibbs Crossing
                                       Coppell, Texas 75019




         If to the Company:            Atrium Corporation
                                       1341 West Mockingbird Lane
                                       Suite 1200W, Dallas Texas 75247
                                       Attention:  Jeff L. Hull, President and
                                                   CEO
                                       Fax: (214) 630-5058

                                       with copies to:

                                       Ardshiel, Inc.
                                       2 Greenwich Park
                                       Greenwich, Connecticut 06831
                                       Attention: Daniel T. Morley
                                       Fax: (203) 661-8210


                                       14
<PAGE>


                                       and 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 either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

    (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.

    (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


                                       15
<PAGE>


         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 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, representations and understandings between
         the Executive and the Company, or its affiliates and subsidiaries
         (except for the Change of Control Agreement dated as of the date
         hereof), which are hereby terminated. Other than as expressly set forth
         herein or in the aforementioned Change of Control Agreement, 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
               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


                                       16
<PAGE>


               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.

    (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


                                       17
<PAGE>


         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 24, 2000 Agreement. Effective upon the execution
         of this Agreement, the January 24, 2000 Agreement shall automatically
         be terminated and of no further force or effect and Executive's
         employment by the Company and its subsidiaries shall solely be governed
         by this Agreement.





                                       18
<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 1st day of
January, 2003.


                                       EXECUTIVE


                                       ----------------------------
                                       Robert E. Burns



                                       ATRIUM CORPORATION


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



                                       ATRIUM COMPANIES, INC.


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




<PAGE>



                                   SCHEDULE A

                    TO ROBERT E. BURN'S EMPLOYMENT AGREEMENT



Executive shall be entitled to a target bonus (the "Incentive Bonus") of (a)
during the period beginning on the date hereof and ending on December 31, 2003,
in an amount equal to $132,500 per annum, (b) during the period beginning on
January 1, 2004 and ending on December 31, 2004, in an amount equal to $140,000
per annum, (c) during the period beginning on January 1, 2005 and ending on
December 31, 2005, in an amount equal to $150,000 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
               capitalized including any effect of fair market value adjustments
               made pursuant to purchase accounting and any other non-cash


                                        1
<PAGE>


               items. The EBITDA will be adjusted for all acquisitions and/or
               divestitures as if the transactions had occurred at the beginning
               of the fiscal year.

         (vii) Budgeted EBITDA shall be such amount as is set by the Board of
               Directors annually as adjusted 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 President and CEO and the Board of Directors.



                                        2
<PAGE>




                                   SCHEDULE B

                                 STOCK OPTIONS:

Effective as of January 24, 2000, the Executive has been granted options to
purchase 200 (split -adjusted) shares of common stock (the "Common Stock") at an
exercise price of $1,250 per share of the Company pursuant to the D and W
Holdings, Inc. 1998 Stock Option Plan (the "Plan").

Effective as of March 1, 2002, the Executive has been granted options to
purchase 100 (split-adjusted) shares of Common Stock at an exercise price of
$1,300 per share.

VESTING: Annually in equal installments over five years from the date of grant,
subject to continued employment as set forth in the Plan Agreement.