<PAGE>

THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL IN FORM AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY
SUCH LAWS.  THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY
ANY STATE'S SECURITIES ADMINISTRATOR.  THIS WARRANT AND THE SHARES OF COMMON
STOCK PURCHASABLE HEREUNDER ARE ALSO SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED
AS OF OCTOBER 2, 1998, BY AND AMONG THE COMPANY AND THE OTHER PARTIES LISTED
THEREIN, COPIES OF WHICH ARE ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST AND WITHOUT CHARGE.  THIS WARRANT IS ALSO SUBJECT TO AN
EXECUTIVE EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 2, 1998 BY AND BETWEEN THE
COMPANY AND RANDALL S.  FOJTASEK, A COPY OF WHICH IS ON FILE WITH THE COMPANY
AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE REGISTERED
HOLDER OF THIS WARRANT.


                                                          Dated: October 2, 1998

                                   EXCHANGE WARRANT

       To Purchase 1,000,000 Shares of Common Stock

                               D AND W HOLDINGS, INC. 

                              EXPIRING OCTOBER 2, 2018.

       THIS IS TO CERTIFY THAT, for value received, Randall S.  Fojtasek, or
registered assigns as a holder of this Exchange Warrant (the "Holder") is
entitled to purchase from D and W Holdings, Inc., a Delaware corporation (the
"Company"), at any time or from time to time prior to 5:00 p.m., Dallas, Texas
time, October 2, 2018 at the place where the Warrant Agency (as hereinafter
defined) is located, at the Exercise 


<PAGE>

Price (as hereinafter defined) 1,000,000 shares of common stock, par value 
$.01 per share (the "Common Stock"), of the Company (the "Exchange Warrant") 
all subject to adjustment and upon the terms and conditions as hereinafter 
provided.  This Exchange Warrant is being issued by the Company in partial 
exchange for a Warrant to purchase stock of Atrium Corporation, which has 
become a wholy owned subsidiary of the Company on the date hereof.

       Certain terms used in this Exchange Warrant are defined in Article V.

                                      ARTICLE I

                            EXERCISE OF EXCHANGE WARRANTS

       1.1    METHOD OF EXERCISE.  To exercise this Exchange Warrant in whole or
in part, the Holder shall deliver to the Company, at the Warrant Agency, (a)
this Exchange Warrant, (b) a written notice, in substantially the form of the
Subscription Notice attached hereto as Annex A, of such Holder's election to
exercise this Exchange Warrant, which notice shall specify (i) the number of
shares of Common Stock to be purchased under the Exchange Warrant, (ii) the
denominations of the share certificate or certificates desired, (iii) the name
or names in which such certificate or certificates are to the registered, (c) if
the Common Stock to be received upon the exercise of this Exchange Warrant has
not been registered under the Securities Act, a written certification in
substantially the form of the Certification attached hereto as Annex B, and (d)
payment of the Exercise Price with respect to such shares.  Such payment may be
made, at the option of the Holder, by cash, money order, certified or bank
cashier's check or wire transfer.

       The Company shall, as promptly as practicable and in any event within
five Business Days after receipt of a written notice of exercise, execute and
deliver or cause to be executed and delivered, in accordance with such notice, a
certificate or certificates representing the aggregate number of shares of
Common Stock specified in said notice.  The share certificate or certificates so
delivered shall be in such denominations as may be specified in such notice or,
if such notice shall not specify denominations, shall be in the amount of the
number of shares of Common Stock for which the Exchange Warrant is being
exercised, and shall be issued in the name of the Holder or such other name or
names as shall be designated in such notice.  Such certificate or certificates
shall be deemed to have been issued, and such Holder or any other Person so
designated to be named therein shall be deemed for all purposes to have become a
holder of record of such shares, as of the date the aforementioned notice is
received by the Company.  If this Exchange Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of the certificate or
certificates, deliver to the Holder a new Exchange Warrant 


<PAGE>

evidencing the rights to purchase the remaining 
shares of Common Stock which may be purchased under the Exchange Warrant, as 
applicable, which new Exchange Warrant shall in all other respects be 
identical with this Exchange Warrant, or, at the request of the Holder, 
appropriate notation may be made on this Exchange Warrant which shall then be 
returned to the Holder.  The Company shall pay all expenses, taxes (if any) 
and other charges payable in connection with the preparation, issuance and 
delivery of share certificates and a new Exchange Warrant, except that, if 
share certificates or a new Exchange Warrant shall be registered in a name or 
names other than the name of the Holder, funds sufficient to pay all transfer 
taxes payable as a result of such transfer shall be paid by the Holder at the 
time of delivery of the aforementioned notice of exercise or promptly upon 
receipt of a written request of the Company for payment.

       1.2    SHARES TO BE FULLY PAID AND NONASSESSABLE.  All shares of Common
Stock issued upon the exercise of this Exchange Warrant shall be validly issued,
fully paid and nonassessable and free from all preemptive rights of any
stockholder, and from all taxes.

       1.3    NO FRACTIONAL SHARES TO BE ISSUED.  The Company shall not be
required to issue fractions of shares of Common Stock upon exercise of this
Exchange Warrant.  If any fraction of a share would, but for this Section, be
issuable upon any exercise of this Exchange Warrant, in lieu of such fractional
share the Company shall pay to the Holder, in cash, an amount equal to such
fraction of the Fair Market Value per share of Common Stock of the Company on
the Business Day immediately prior to the date of such exercise.

       1.4    SHARE LEGEND.  Each certificate for shares of Common Stock issued
upon exercise of this Exchange Warrant, unless at the time of exercise such
shares are registered under the Securities Act, shall bear the following legend:

       "This security has not been registered under the Securities Act of
       1933, as amended, or under the securities laws of any state or
       other jurisdiction and may not be sold, offered for sale or
       otherwise transferred unless registered or qualified under said
       Act and applicable state securities laws or unless the Company
       receives an opinion of counsel in form and scope reasonably
       satisfactory to the Company that registration, qualification or
       other such actions are not required under any such laws.  The
       offering of this security has not been reviewed or approved by any
       state securities administrator. This security is subject to a
       Stockholders Agreement, dated as of October 2, 1998, between the
       Company and the other parties listed therein, copies of which are
       on file with the Company and will be furnished upon written
       request and without charge."

       Any certificate issued at any time in exchange or substitution for any
certificate 


<PAGE>

bearing such legend (except a new certificate issued upon completion of a 
public distribution pursuant to a registration statement under the Securities 
Act) shall also bear such legend unless, in the opinion of counsel selected 
by the holder of such certificate and reasonably acceptable to the Company, 
the secunties represented thereby are no longer subject to restrictions on 
resale under the Securities Act.

       1.5    RESERVATION; AUTHORIZATION.  The Company has reserved and will
keep available for issuance upon exercise of this Exchange Warrant the total
number of shares of Common Stock deliverable upon exercise of this Exchange
Warrant from time to time outstanding.  The issuance of such shares has been
duly and validly authorized and, when issued and sold in accordance with this
Exchange Warrant, such shares will be duly and validly issued, fully paid and
nonassessable.

                                      ARTICLE II

                          WARRANT AGENCY; TRANSFER, EXCHANGE
                             AND REPLACEMENT OF WARRANTS

       2.1    WARRANT AGENCY.  At any time after a public offering of Common
Stock registered under the Securities Act, the Company may promptly appoint and
thereafter maintain, at its own expense, an agency in New York, New York, which
agency may be the Company's then existing transfer agent (the "Warrant Agency"),
for certain purposes specified herein, and shall give prompt notice of such
appointment (and appointment of any successor Warrant Agency) to the Holder. 
Until an independent Warrant Agency is so appointed, the Company shall perform
the obligations of the Warrant Agency provided herein at its address as
specified on the signature page hereto or such other address as the Company
shall specify by notice to the Holder.

       2.2    OWNERSHIP OF EXCHANGE WARRANT.  The Company may deem and treat the
Person in whose name this Exchange Warrant is registered as the Holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by any
Person other than the Warrant Agency) for all purposes and shall not be affected
by any notice to the contrary, until presentation of this Exchange Warrant for
registration of transfer as provided in this Article II.

       2.3    TRANSFER OF EXCHANGE WARRANT.   Holder may not sell, assign,
transfer, pledge or otherwise dispose of ("Transfer") all or any portion of this
Exchange Warrant, either voluntarily or involuntarily or by operation of law,
other than by will or the laws of descent and distribution; provided, that
Holder may Transfer all or any portion of the 


<PAGE>

Exchange Warrant to Holder's Personal Representative, so long as such 
Personal Representative agrees to be bound by the provisions hereof.

       2.4    DIVISION OF EXCHANGE WARRANT.   This Exchange Warrant may be
divided upon surrender hereof to the Warrant Agency, together with a written
notice specifying the names and denominations in which the new Exchange Warrants
are to be issued, signed by the Holder.  Subject to compliance with Section 2.3
as to any Transfer which may be involved in the division, the Company shall
execute and deliver new Exchange Warrants in exchange for the Exchange Warrant
or Warrants to be divided in accordance with such notice.

       2.5    LOSS, THEFT, DESTRUCTION OR MUTILATION OF EXCHANGE WARRANTS.  
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Exchange Warrant and, in the case of any such
loss, theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of such Exchange Warrant, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Exchange Warrant,
a new Exchange Warrant of like tenor and representing the right to purchase the
same aggregate number of shares of Common Stock as provided for in such lost,
stolen, destroyed or mutilated Exchange Warrant.

       2.6    EXPENSES OF DELIVERY OF EXCHANGE WARRANTS.   The Company shall pay
all expenses, taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of this Exchange Warrant
and the Common Stock issuable hereunder.

                                     ARTICLE III

                                    CERTAIN RIGHTS

       3.1    STOCKHOLDERS AGREEMENT.  This Exchange Warrant and the Common
Stock issuable upon exercise of this Exchange Warrant are subject to a
Stockholders Agreement dated as of October 2, 1998, by and among the Company
and the other parties listed therein (the "Stockholders Agreement").  The
Company shall keep a copy of the Stockholders Agreement, and any amendments
thereto, at the Warrant Agency and shall furnish copies thereof to the Holder
upon request.

       3.2    NOTICE OF FAIR MARKET VALUE.  Upon each determination of Fair
Market Value hereunder (other than a determination relating solely to setting
the value of fractional shares), the Company shall promptly give notice thereof
to the Holder.


<PAGE>

                                      ARTICLE IV

                               ANTIDILUTION PROVISIONS

       4.1    ADJUSTMENTS GENERALLY.  The Exercise Price and the number of
shares of Common Stock (or other securities or property) issuable upon exercise
of this Exchange Warrant shall be subject to adjustment from time to time upon
the occurrence of certain events, as provided in this Article IV.

       4.2    COMMON STOCK REORGANIZATION.  If the Company shall after the date
of issuance of this Exchange Warrant subdivide its outstanding shares of Common
Stock into a greater number of shares or consolidate its outstanding shares of
Common Stock into a smaller number of shares (any such event being called a
"Common Stock Reorganization"), then (a) the Exercise Price shall each be
adjusted, effective immediately after the record date at which the holders of
shares of Common Stock are determined for purposes of such Common Stock
Reorganization, to a price determined by multiplying the applicable Exercise
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding on
such record date before giving effect to such Common Stock Reorganization and
the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such Common Stock Reorganization, and (b) the
number of shares of Common Stock subject to purchase upon exercise of this
Exchange Warrant shall be adjusted, effective at such time, to a number
determined by multiplying the number of shares of Common Stock subject to
purchase immediately before such Common Stock Reorganization by a fraction, the
numerator of which shall be the number of shares outstanding after giving effect
to such Common Stock Reorganization and the denominator of which shall be the
number of shares of Common Stock outstanding immediately before such Common
Stock Reorganization.

       4.3    CAPITAL REORGANIZATION.  If after the date of issuance of this
Exchange Warrant there shall be any consolidation or merger to which the Company
is a party, other than a consolidation or a merger in which the Company is a
continuing corporation and which does not result in any reclassification of, or
change (other than a Common Stock Reorganization or a change in par value) in,
outstanding shares of Common Stock, or any sale or conveyance of the property of
the Company as an entirety or substantially as an entirety (any such event being
called a "Capital Reorganization"), then, effective upon the effective date of
such Capital Reorganization, the Holder shall have the right to purchase, upon
exercise of this Exchange Warrant, the kind and amount of shares of stock and
other securities and property (including cash) which the Holder would have owned
or 


<PAGE>

have been entitled to receive after such Capital Reorganization if this 
Exchange Warrant had been exercised as permitted herein immediately prior to 
such Capital Reorganization.  As a condition to effecting any Capital 
Reorganization, the Company or the successor or surviving corporation, as the 
case may be, shall execute and deliver to the Holder an agreement as to the 
Holder's rights in accordance with this Section 4.2, providing for subsequent 
adjustments as nearly equivalent as may be practicable to the adjustments 
provided for in this Article IV.  The provisions of this Section 4.2 shall 
similarly apply to successive Capital Reorganizations.

       4.4    CERTAIN OTHER EVENTS.  If any event occurs after the date of
issuance of this Exchange Warrant as to which the foregoing provisions of this
Article IV are not strictly applicable or, if strictly applicable, would not, in
the good faith judgment of the Board of Directors of the Company (the "Board"),
fairly protect the purchase rights of the Holder in accordance with the
essential intent and principles of such provisions, then the Board shall make
such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board, to protect such purchase rights as aforesaid.

       4.5    ADJUSTMENT RULES.

       (a)    Any adjustments pursuant to this Article IV shall be made
successively whenever an event referred to herein shall occur.

       (b)    If the Company shall set a record date to determine the holders of
shares of Common Stock for purposes of a Common Stock Reorganization or Capital
Reorganization, and shall legally abandon such action prior to effecting such
action, then no adjustment shall be made pursuant to this Article IV in respect
of such action.

       4.6    No adjustment in the amount of shares purchasable upon exercise of
this Exchange Warrant or in either of the Exercise Prices shall be made
hereunder unless such adjustment increases or decreases such amount or price by
one percent or more, but any such lesser adjustment shall be carried forward and
shall be made at the time and together with the next subsequent adjustment which
together with any adjustments so carried forward shall serve to adjust such
amount or price by one percent or more.

       4.7    No adjustment in the Exercise Price shall be made hereunder if
such adjustment would reduce the exercise price to an amount below par value of
the Common Stock, which par value shall initially be $.01 per share of Common
Stock.


<PAGE>

       4.8    NOTICE OF ADJUSTMENT.  The Company shall give the Holder
reasonable notice of the record date or effective date, as the case may be, of
any action which requires or might require an adjustment or readjustment
pursuant to this Article IV.  Such notice shall describe such event in
reasonable detail and specify the record date or effective date, as the case may
be, and, if determinable, the required adjustment and the computation thereof. 
If the required adjustment is not determinable at the time of such notice, the
Company shall give reasonable notice to the Holder of such adjustment and
computation promptly after such adjustment becomes determinable.

                                      ARTICLE V

                                     DEFINITIONS

       The following terms, as used in this Exchange Warrant, have the following
respective meanings:

       "Business Day" shall mean (a) if any class of Common Stock is listed or
admitted to trading on a national securities exchange, a day on which the
principal national securities exchange on which such class of Common Stock is
listed or admitted to trading is open for business or (b) if no class of Common
Stock is so listed or admitted to trading, a day on which the New York Stock
Exchange is open for business.

       "Capital Reorganization" shall have the meaning set forth in Section 4.3.

       "Closing Price" with respect to any security on any day means (a) if such
security is listed or admitted for trading on a national securities exchange,
the reported last sales price regular way or, if no such reported sale occurs on
such day, the average of the closing bid and asked prices regular way on such
day, in each case as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which such class of security is listed or admitted to
trading, or (b) if such security is not listed or admitted to trading on any
national securities exchange, the last quoted sales price, or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market
on such day as reported by NASDAQ or any comparable system then in use or, if
not so reported, as reported by any New York Stock Exchange member firm
reasonably selected by the Company for such purpose.

       "Common Stock" shall have the meaning set forth in the first paragraph of
this Exchange Warrant.

       "Common Stock Reorganization" shall have the meaning set forth in Section
4.2.


<PAGE>

       "Company" shall have the meaning set forth in the first paragraph of this
Exchange Warrant.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any similar or successor federal statute, and the rules and regulations of the
Securities and Exchange Commission (or its successor) thereunder, all as the
same shall be in effect at the time.

       "Exercise Price" means for a particular exercise of the  Exchange
Warrant, a per share price of $0.01, as such per share price may be adjusted
from time to time pursuant to Article IV hereof.

       "Fair Market Value" means the fair market value of the business or
property in question, as determined in good faith by the Board, provided,
however, that the Fair Market Value of any security for which a Closing Price is
available shall be the Market Price of such security.

       "Holder" shall have the meaning set forth in the first paragraph of this
Exchange Warrant.  The term Holders shall refer to all Holders of Exchange
Warrants.

       "Market Price", with respect to any security on any day means the average
of the daily Closing Prices of a share or unit of such secunty for the 20
consecutive Business Days ending on the most recent Business Day for which a
Closing Price is available; provided, however, that in the event that, in the
case of Common Stock, the Market Price is determined during a period following
the announcement by the Company of any subdivision, combination or
reclassification of Common Stock or the record date for such subdivision,
combination or reclassification, then, and in each such case, the Market Price
shall be appropriately adjusted to reflect the current market price per share
equivalent of Common Stock.

       "NASD" means The National Association of Securities Dealers, inc.

       "NASDAQ" means The National Association of Secunties Dealers, Inc. 
Automated Quotation System.

       "Person" means an individual, corporation, limited liability company,
partnership, limited partnership, syndicate, person (including, vrithout
limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act),
trust, association or other legal entity or government, political subdivision,
agency or instrumentality of a govemrnent.


<PAGE>

       "Personal Representative" means, with respect to any individual, any
executor, administrator, trustee, guardian or other legal representative of such
individual.

       "Securities Act" shall mean the Securities Act of 1933, as amended, and
any similar or successor federal statute, and the rules and regulations of the
Securities and Exchange Commission (or its successor) thereunder, all as the
same shall be in effect at the time.

       "Stockholders Agreement" shall have the meaning set forth in Section 3.1.

       "Warrant Agency" shall have the meaning set forth in Section 2.1.


                                      ARTICLE VI

                                    MISCELLANEOUS

       6.1    NOTICES.  All notices, requests, consents and other communications
provided for herein shall be in writing and shall be effective upon delivery in
person, faxed or telecopied, or mailed by certified or registered mail, return
receipt requested, postage pre-paid, to the addresses specified on the signature
pages hereto or, in any case, at such other address or addresses as shall have
been furnished in writing to the Company (in the case of a Holder) or to the
Holder (in the case of the Company) in accordance with the provisions of this
paragraph.

       6.2    WAIVERS; AMENDMENTS.  No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise have.  The
provisions of this Exchange Warrant may be amended, modified or waived with (and
only with) the written consent of the Company and Holders who collectively hold
Exchange Warrants to purchase a majority of the Common Stock subject to purchase
upon exercise of such Exchange Warrants at the time outstanding.

       Any such amendment, modification or waiver effected pursuant to this
Section 6.2 shall be binding upon the Holders, upon each future Holder thereof
and upon the Company.  In the event of any such amendment, modification or
waiver the Company shall give prompt notice thereof to all Holders and, if
appropriate, notation thereof shall be made on all Exchange Warrants thereafter
surrendered for registration of transfer or exchange.


<PAGE>

       No notice or demand on the Company in any case shall entitle the Company
to any other or further notice or demand in similar or other circumstances.

       6.3    GOVERNING LAW.  This Exchange Warrant shall be construed in
accordance with and governed by the laws of the State of Delaware.

       6.4    SEVERABILITY.  In case any one or more of the provisions contained
in this Exchange Warrant shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

       6.5    SECTION HEADINGS.  The section headings used herein are for
convenience of reference only, are not part of this Exchange Warrant and are not
to affect the construction of or be taken into consideration in interpreting
this Exchange Warrant.

       6.6    NO RIGHTS AS STOCKHOLDER.  This Exchange Warrant shall not entitle
the Holder to any rights as a stockholder of the Company.

                 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]


<PAGE>

       IN WITNESS WHEREOF, the Company has caused this Exchange Warrant to be
executed in its corporate name by one of its officers thereunto duly authorized,
all as of the day and year first above wntten.

                                          D and W Holdings, Inc.


Address:                                  By:                                   
c/o Ardshiel, Inc.                           -----------------------------------
230 Park Avenue, Suite 2527               Name:                                 
New York, New York 10169                       ---------------------------------
Attention: Daniel T. Morley               Title:                                
                                                --------------------------------
ACCEPTED AND AGREED TO:

                                          
Name:         Randall S.  Fojtasek
Address:      3801 Maplewood Avenue
              Dallas, TX 75205


<PAGE>

                                       ANNEX A

                                 SUBSCRIPTION NOTICE

                  (To be executed upon exercise of Exchange Warrant)

TO D AND W HOLDINGS, INC.:

       The undersigned hereby irrevocably elects to exercise the attached
Exchange Warrant, and to purchase thereunder, in exercise of the Exchange
Warrant, shares of Common Stock _______ shares of Common Stock in exchange for
payment of an Exercise Price in an aggregate amount equal to $________. 

       Please issue a certificate or certificates for such shares of Common
Stock in the following name or names and denominations:




       If said number of shares shall not be all the shares issuable upon
exercise of the attached Exchange Warrant, a new Exchange Warrant is to be
issued in the name of the undersigned for the balance remaining of such shares
less any fraction of a share paid in cash.

Dated: _________________, 19____


                                                                         
                                             Note:  The above signature 
                                                    should correspond exactly 
                                                    with the name on the face 
                                                    of the attached Exchange 
                                                    Warrant or with the name 
                                                    of the assignee appearing 
                                                    in the assignment form 
                                                    below.

<PAGE>

                                       ANNEX B

                                    CERTIFICATION

       The undersigned hereby certifies to D and W Holdings, Inc. that he, she
or it is:

            a.     an "accredited investor" as that term is defined in 
                   Regulation D promulgated pursuant to the Securities Act or 
                   any successor regulation, as such provisions may be in 
                   effect on the date hereof, and is an "accredited investor" 
                   pursuant to Section 501 of such provision; and

            b.     is knowledgeable, sophisticated and experienced in 
                   business and financial matters and in securities similar 
                   to the Common Stock; is aware of the limitation on the 
                   transfer of the Common Stock imposed by applicable 
                   securities laws and any limitations on transfer imposed by 
                   contracts with the Company or others; and has had access 
                   to, or been furnished with, all information about the 
                   Common Stock and the Company deemed necessary to conclude 
                   that he, she or it has the ability to bear the economic 
                   risk of the investment in the Common Stock and to afford 
                   the complete loss of such investment.

       IN WITNESS WHEREOF, the undersigned has executed this CERTIFICATION this
____ day of _______________, 199__.

For Individuals:                          For Entities:


                                          --------------------------------------
Signature                                 Printed Name of Entity


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