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                               D AND W HOLDINGS, INC.
                               1998 STOCK OPTION PLAN

1.   PURPOSE.

     D and W Holdings, Inc., a Delaware corporation (herein, together with its
successors, referred to as the "Company"), by means of this 1998 Stock Option
Plan (the "Plan"), desires to afford certain individuals and key employees of
the Company and any parent corporation or subsidiary corporation thereof now
existing or hereafter formed or acquired (such parent and subsidiary
corporations sometimes referred to herein as "Related Entities") who are
responsible for the continued growth of the Company an opportunity to acquire a
proprietary interest in the Company, and thus to create in such persons an
increased interest in and a greater concern for the welfare of the Company and
any Related Entities.  As used in the Plan, the terms "parent corporation" and
"subsidiary corporation" shall mean, respectively, a corporation within the
definition of such terms contained in Sections 424(e) and 424(f), respectively,
of the Internal Revenue Code of 1986, as amended (the "Code").

     The stock options described in Sections 6 and 7 (the "Options"), and the
shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options are a matter of separate inducement and are not in lieu
of any salary or other compensation for services.

2.   ADMINISTRATION.

     The Plan shall be administered by the Option Committee, or any successor
thereto, of the Board of Directors of the Company (the "Board of Directors"), or
by any other committee appointed by the Board of Directors to administer this
Plan (the "Committee"); PROVIDED, the entire Board of Directors may act as the
Committee if it chooses to do so.  Unless otherwise directed by the Board of
Directors, the Compensation Committee of the Board of Directors shall serve as
the Committee.  The number of individuals that shall constitute the Committee
shall be determined from time to time by a majority of all the members of the
Board of Directors, and, unless that majority of the Board of Directors
determines otherwise, shall be no less than two individuals; PROVIDED, however,
that if the members of the Board of Directors and the Company's executive
officers are subject to Rule 16b-3 (or any successor rule) under the Exchange
Act (or any successor law) the Committee shall be composed of either (a) the
entire Board of Directors or (b) persons who are "Non-Employee Directors" under
Rule 16b-3 or such other persons as shall then be eligible to serve in such
capacity under rule 16b-3.  A majority of the Committee shall constitute a
quorum (or if the Committee consists of only two members, then both members
shall constitute a quorum), and subject to the 

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provisions of Section 5, the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all members
of the Committee, shall be the acts of the Committee.

     The members of the Committee shall serve at the pleasure of the Board of
Directors, which shall have the power, at any time and from time to time, to
remove members from or add members to the Committee.  Removal from the Committee
may be with or without cause.  Any individual serving as a member of the
Committee shall have the right to resign from membership in the Committee by
written notice to the Board of Directors.  The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused.  The Board of Directors shall
promptly fill any vacancy that causes the number of members of the Committee to
be below two or, if the Company has a class of equity securities registered
pursuant to Section 12 of the Exchange Act, any other number that Rule 16b-3 may
require from time to time.

3.   SHARES AVAILABLE.

     Subject to the adjustments provided in Section 10, the maximum aggregate
number of shares of Common Stock, par value $0.01 per share, of the Company
("Common Stock") in respect of which Options may be granted for all purposes
under the Plan shall be 11,991,142 shares.  If, for any reason, any shares as to
which Options have been granted cease to be subject to purchase thereunder,
including the expiration of such Option, the termination of such Option prior to
exercise, or the forfeiture of such Option, such shares shall thereafter be
available for grants under the Plan.  Options granted under the Plan may be
fulfilled in accordance with the terms of the Plan with (i) authorized and
unissued shares of the Common Stock, (ii) issued shares of such Common Stock
held in the Company's treasury, or (iii) issued shares of Common Stock
reacquired by the Company, in each situation as the Board of Directors or the
Committee may determine from time to time.

4.   ELIGIBILITY AND BASES OF PARTICIPATION.

     Grants of Incentive Options (as hereinafter defined) and Non-Qualified
Options (as hereinafter defined) may be made under the Plan, subject to and in
accordance with Section 6, to Key Employees.  As used herein, the term "Key
Employee" shall mean any employee of the Company or any Related Entity,
including officers and directors of the Company or any Related Entity who are
also employees of the Company or any Related Entity, who is regularly employed
on a salaried basis and who is so employed on the date of such grant, whom the
Committee identifies as having a direct and significant effect on the
performance of the Company or any Related Entity.

     Grants of Non-Qualified Options may be made, subject to and in accordance
with

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Section 7, to any Eligible Non-Employee.  As used herein, the term "Eligible
Non-Employee" shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust, or other entity (collectively, a "Person"), that the
Committee designates as eligible for a grant of Options pursuant to this Plan
because such Person performs bona fide consulting, advisory, or other services
for the Company or any Related Entity (other than services in connection with
the offer or sale of securities in a capital-raising transaction) and the Board
of Directors or the Committee determines that the Person has a direct and
significant effect on the financial development of the Company or any Related
Entity.

     The adoption of this Plan shall not be deemed to give any Person a right to
be granted any Options.

     Notwithstanding any other provision of this Plan to the contrary, with
respect to the grant of any Options to any Key Employee or Eligible
Non-Employee, the Committee shall first determine the number of shares in
respect of which Options are to be granted to such Key Employee or Eligible
Non-Employee and shall then cause to be granted to such Key Employee or Eligible
Non-Employee an Option exercisable for such shares.  The exercise price per
share of Common Stock under each Option shall be fixed by the Committee at the
time of grant of the Option and, with respect to Incentive Options, shall equal
at least 100% of the Fair Market Value of a share of Common Stock on the date of
grant.

5.   AUTHORITY OF COMMITTEE.

     Subject to and not inconsistent with the express provisions of the Plan,
the Code and, if applicable, Rule 16b-3, the Committee shall have plenary
authority to:

     a.   determine the Key Employees and Eligible Non-Employees to whom Options
          shall be granted, the time when such Options shall be granted, the
          number of shares covered by such Options, the purchase price or
          exercise price under each such Option, the period(s) during which such
          Options shall be exercisable (whether in whole or in part, including
          whether such Options shall become immediately exercisable upon the
          consummation of a "Change of Control" or a "Qualifying Public
          Offering"), the restrictions to be applicable to Options and all other
          terms and provisions thereof (which need not be identical);

     b.   require, if determined necessary or appropriate by the Committee in
          order to comply with Rule 16b-3, as a condition to the granting of any
          Option, that the Person receiving such Option agree not to sell or
          otherwise dispose of such Option,  any Common Stock acquired pursuant
          to such 

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          Option, or any other "derivative security" (as defined by Rule
          16a-l(c) under the Exchange Act) for a period of six months following
          the later of the date of the grant of such Option or (ii) the date
          when the exercise price of such Option is fixed if such exercise price
          is not fixed at the date of grant of such Option, or for such other
          period as the Committee may determine;

     c.   provide an arrangement through registered broker-dealers whereby
          temporary financing may be made available to an optionee by the
          broker-dealer, under the rules and regulations of the Board of
          Governors of the Federal Reserve, for the purpose of assisting the
          optionee in the exercise of an Option, such authority to include the
          payment by the Company of the commissions of the broker-dealer;

     d.   provide the establishment of procedures for an optionee (i) to have
          withheld from the total number of shares of Common Stock to be
          acquired upon the exercise of an Option that number of shares having a
          Fair Market Value which, together with such cash as shall be paid in
          respect of fractional shares, shall equal the aggregate exercise price
          under such Option for the number of shares then being acquired
          (including the shares to be so withheld), and (ii) to exercise a
          portion of an Option by delivering that number of shares of Common
          Stock already owned by such optionee having an aggregate Fair Market
          Value which shall equal the partial Option exercise price and to
          deliver the shares thus acquired by such optionee in payment of shares
          to be received pursuant to the exercise of additional portions of such
          Option, the effect of which shall be that such optionee can in
          sequence utilize such newly acquired shares in payment of the exercise
          price of the entire Option, together with such cash as shall be paid
          in respect of fractional shares;

     e.   provide (in accordance with Section 13 or otherwise) the establishment
          of a procedure whereby a number of shares of Common Stock or other
          securities may be withheld from the total number of shares of Common
          Stock or other securities to be issued upon exercise of an Option to
          meet the obligation of withholding for income, social security and
          other taxes incurred by an optionee upon such exercise or required to
          be withheld by the Company or a Related Entity in connection with such
          exercise;

     f.   prescribe, amend, modify and rescind rules and regulations relating to
          the Plan; and

     g.   make all determinations permitted or deemed necessary, appropriate or
          advisable for the administration of the Plan, interpret any Plan or
          Option 

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          provision, perform all other acts, exercise all other powers, and
          establish any other procedures determined by the Committee to be
          necessary, appropriate, or advisable in administering the Plan or for
          the conduct of the Committee's business.  Any act of the Committee,
          including interpretations of the provisions of the Plan or any Option
          and determinations under the Plan or any Option shall be final,
          conclusive and binding on all parties.

     The Committee may delegate to one or more of its members, or to one or more
agents, such administrative duties as it may deem advisable, and the Committee
or any Person to whom it has delegated duties as aforesaid may employ one or
more Persons to render advice with respect to any responsibility the Committee
or such Person may have under the Plan.  The Committee may employ attorneys,
consultants, accountants, or other Persons and the Committee, the Company, and
its officers and directors shall be entitled to rely upon the advice, opinions,
or valuations of any such Persons.  No member or agent of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan and all members and agents of the Committee shall
be fully protected by the Company in respect of any such action, determination
or interpretation.

6.   STOCK OPTIONS FOR KEY EMPLOYEES.

     Subject to the express provisions of this Plan, the Committee shall have
the authority to grant incentive stock options pursuant to Section 422 of the
Code ("Incentive Options"), to grant non-qualified stock options (options which
do not qualify under Section 422 of the Code) ("Non-Qualified Options"), and to
grant both types of Options to Key Employees.  No Incentive Option shall be
granted pursuant to this Plan after the earlier of ten years from the date of
adoption of the Plan or ten years from the date of approval of the Plan by the
stockholders of the Company.  Notwithstanding anything in this Plan to the
contrary, Incentive Options may be granted only to Key Employees.  The terms and
conditions of the Options granted under this Section 6 shall be determined from
time to time by the Committee; PROVIDED, HOWEVER, that the Options granted under
this Section 6 shall be subject to all terms and provisions of the Plan (other
than Section 7), including the following:

     a.   OPTION EXERCISE PRICE.  Subject to Section 4, the Committee shall
          establish the Option exercise price at the time any Option is granted
          at such amount as the Committee shall determine; PROVIDED, that in the
          case of an Incentive Option granted to a person who, at the time such
          Incentive Option is granted, owns shares of the Company or any Related
          Entity which possess more than 10% of the total combined voting power
          of all classes of shares of the Company or of any Related Entity, the
          option 

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          exercise price shall not be less than 110% of the Fair Market Value
          per share of Common Stock at the date the Option is granted.  The
          Option exercise price shall be subject to adjustment in accordance
          with the provisions of Section 10 of the Plan.

     b.   PAYMENT.  The price per share of Common Stock with respect to each
          Option exercise shall be payable at the time of such exercise.  Such
          price shall be payable in cash or by any other means acceptable to the
          Committee, including delivery to the Company of shares of Common Stock
          owned by the optionee or by the delivery or withholding of shares
          pursuant to a procedure created pursuant to Section 5.d. of the Plan. 
          Shares delivered to or withheld by the Company in payment of the
          Option exercise price shall be valued at the Fair Market Value of the
          Common Stock on the day preceding the date of the exercise of the
          Option.

     c.   EXERCISABILITY OF STOCK OPTION.  Subject to Section 8, each Option
          shall be exercisable in one or more installments as the Committee may
          determine at the time of the grant.  The Committee shall have the
          authority to set a schedule for vesting of each Option in its
          discretion and may condition vesting on such criteria as it shall deem
          appropriate.  No Option by its terms shall be exercisable after the
          expiration of ten years from the date of grant of the Option, unless,
          as to any Non-Qualified Option, otherwise expressly provided in such
          Option; PROVIDED, HOWEVER, that no Incentive Option granted to a
          person who, at the time such Option is granted, owns stock of the
          Company, or any Related Entity, possessing more than 10% of the total
          combined voting power of all classes of stock of the Company, or any
          Related Entity, shall be exercisable after the expiration of five
          years from the date such Option is granted.

     d.   DEATH.  If any optionee's employment with the Company or a Related
          Entity terminates due to the death of such optionee, the estate of
          such optionee, or a Person who acquired the right to exercise such
          Option by bequest or inheritance or by reason of the death of the
          optionee, shall have the right to exercise the vested portion of such
          Option (and, if directed by the Committee at the date of grant, all or
          any part of the unvested portion) in accordance with its terms at any
          time and from time to time within 180 days after the date of death
          unless a longer period is expressly provided in such Option or a
          shorter period is established by the Committee pursuant to Section 8
          (but in no event after the expiration date of such Option).

     e.   DISABILITY.  If the employment of any optionee terminates because of
          his Disability (as defined in Section 18), such optionee or his legal

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          representative shall have the right to exercise the vested portion of
          such Option (and, if directed by the Committee at the date of grant,
          all or any part of the unvested portion) in accordance with its terms
          at any time and from time to time within 180 days after the date of
          such termination unless a longer period is expressly provided in such
          Option or a shorter period is established by the Committee pursuant to
          Section 8 (but not after the expiration date of the Option); PROVIDED,
          HOWEVER, that in the case of an Incentive Option, the optionee or his
          legal representative shall in any event be required to exercise the
          Incentive Option within one year after termination of the optionee's
          employment due to his Disability.

     f.   TERMINATION FOR CAUSE; VOLUNTARY TERMINATION.  Unless an optionee's
          Option expressly provides otherwise, such optionee shall immediately
          forfeit all rights under his Option (including with respect to any
          vested portion), except as to the shares of stock already purchased
          thereunder, if the employment of such optionee with the Company or a
          Related Entity is terminated by the Company or any Related Entity for
          Good Cause (as defined below) or if such optionee voluntarily
          terminates employment without the consent of the Company or any
          Related Entity unless such termination occurs for Good Reason under
          any employment agreement.  The determination that there exists Good
          Cause for termination shall be made by the Committee (unless otherwise
          agreed to in writing by the Company and the optionee).

     g.   OTHER TERMINATION OF EMPLOYMENT.  If the employment of an optionee
          with the Company or a Related Entity terminates for any reason other
          than those specified in subsections 6(d), (e) or (f) above, including,
          without limitation, retirement, termination without cause (or with
          Good Reason) or failure to renew an expired employment agreement, such
          optionee shall have the right to exercise the vested portion of his
          Option (and, in case the of termination without cause or with Good
          Reason, if directed by the Committee at the date of grant all or any
          part of the unvested portion) in accordance with its terms, within 30
          days after the date of such termination, unless a longer period is
          expressly provided in such Option or a shorter period is established
          by the Committee pursuant to Section 8 (but not after the expiration
          date of the Option); PROVIDED, that no Incentive Option shall be
          exercisable more than three months after such termination.

     h.   MAXIMUM EXERCISE.  The aggregate Fair Market Value of stock
          (determined at the time of the grant of the Option) with respect to
          which Incentive Options are exercisable for the first time by an
          optionee during any calendar year under all plans of the Company and
          any Related Entity shall not exceed $100,000.

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7.   STOCK OPTION GRANTS TO ELIGIBLE NON-EMPLOYEES.

     Subject to the express provisions of this Plan, the Committee shall have
the authority to grant Non-Qualified Options to Eligible Non-Employees.  The
terms and conditions of the Options granted under this Section 7 shall be
determined from time to time by the Committee; PROVIDED, HOWEVER, that the
Options granted under this Section 7 shall be subject to all terms and
provisions of the Plan (other than Section 6), including the following:

     a.   OPTION EXERCISE PRICE.  Subject to Section 4, the Committee shall
          establish the Option exercise price at the time any Non-Qualified
          Option is granted at such amount as the Committee shall determine. 
          The Option exercise price shall be subject to adjustment in accordance
          with the provisions of Section 10 of the Plan.

     b.   PAYMENT.  The price per share of Common Stock with respect to each
          Option exercise shall be payable at the time of such exercise.  Such
          price shall be payable in cash or by any other means acceptable to the
          Committee, including delivery to the Company of shares of Common Stock
          owned by the optionee or by the delivery or withholding of shares
          pursuant to a procedure created pursuant to Section 5.d. of the Plan. 
          Shares delivered to or withheld by the Company in payment of the
          Option exercise price shall be valued at the Fair Market Value of the
          Common Stock on the day preceding the date of the exercise of the
          Option.

     c.   EXERCISABILITY OF STOCK OPTION.  Subject to Section 8, each Option
          shall be exercisable in one or more installments as the Committee may
          determine at the time of the grant.  The Committee shall have the
          authority to set a schedule for vesting of each Option in its
          discretion and may condition vesting on such criteria as it shall deem
          appropriate.  No Option shall be exercisable after the expiration of
          ten years from the date of grant of the Option, unless otherwise
          expressly provided in such Option.

     d.   DEATH.  If the retention by the Company or any Related Entity of the
          services of any Eligible Non-Employee terminates because of his death,
          the estate of such optionee, or a Person who acquired the right to
          exercise such Option by bequest or inheritance or by reason of the
          death of the optionee, shall have the right to exercise the vested
          portion of such Option (and, if directed by the Committee at the date
          of grant, all or any part of the unvested portion) in accordance with
          its terms, at any time and from time to time within 180 days after the
          date of death unless a longer period 

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          is expressly provided in such Option or a shorter period is
          established by the Committee pursuant to Section 8 (but in no event
          after the expiration date of such Option).

     e.   DISABILITY.  If the retention by the Company or any Related Entity of
          the services of any Eligible Non-Employee terminates because of his
          Disability, such optionee or his legal representative shall have the
          right to exercise the vested portion of such Option (and, if directed
          by the Committee at the date of grant, all or any part of the unvested
          portion) in accordance with its terms at any time and from time to
          time within 180 days after the date of the optionee's termination
          unless a longer period is expressly provided in such Option or a
          shorter period is established by the Committee pursuant to Section 8
          (but not after the expiration of the Option).

     f.   TERMINATION FOR CAUSE; VOLUNTARY TERMINATION.  If the retention by the
          Company or  any Related Entity of the services of any Eligible
          Non-Employee is terminated (i) for Good Cause, (ii) as a result of
          removal of the optionee from office as a director of the Company or of
          any Related Entity for cause by action of the stockholders of the
          Company or such Related Entity in accordance with the by-laws of the
          Company or such Related Entity, as applicable, and the corporate law
          of the jurisdiction of incorporation of the Company or such Related
          Entity, or (iii) as a result of the voluntarily termination by
          optionee of optionee's service without the consent of the Company or
          any Related Entity, then such optionee shall immediately forfeit his
          rights under his Option (including with respect to any vested portion)
          except as to the shares of stock already purchased.  The determination
          that there exists Good Cause for termination shall be made by the
          Committee (unless otherwise agreed to in writing by the Company and
          the optionee).

     g.   OTHER TERMINATION OF RELATIONSHIP.  If the retention by the Company or
          any Related Entity of the services of any Eligible Non-Employee
          terminates for any reason other than those specified in subsections
          7(d), (e) or (f) above, such optionee shall have the right to exercise
          the vested portion of  his or its Option in accordance with its terms
          within 30 days after the date of such termination, unless a longer
          period is expressly provided in such Option or a shorter period is
          established by the Committee pursuant to Section 8 (but not after the
          expiration date of the Option).

     h.   INELIGIBILITY FOR OTHER GRANTS.  Any Eligible Non-Employee who
          receives an Option pursuant to this Section 7 shall, so long as such
          Eligible Non-Employee remains a Non-Employee, be ineligible to receive
          any 

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          Options under any other Section of the Plan.  Any Eligible
          Non-Employee who subsequently becomes an employee of the Company or
          any Related Entity shall be eligible to be designated a Key Employee
          pursuant to Section 4 hereof.

8.   CHANGE OF CONTROL OF THE COMPANY.

     If (i) a Change of Control of the Company shall occur, (ii) the Company
shall enter into an agreement providing for a Change of Control of the Company,
(iii) the stockholders of the Company as of the date of this Plan shall enter
into an agreement providing for a Change of Control of the Company or (iv) the
Company shall effect a Qualifying Public Offering, then the Committee may
declare any or all Options outstanding under the Plan to be exercisable in full
at such time or times as the Committee shall determine, notwithstanding the
express provisions of such Options.  Each Option accelerated by the Committee
pursuant to the preceding sentence shall terminate, notwithstanding any express
provision thereof or any other provision of the Plan, on such date (not later
than the stated exercise date) as the Committee shall determine; PROVIDED,
HOWEVER, that such termination shall not occur prior to the date on which the
Option becomes fully exercisable pursuant to such acceleration.

9.   PURCHASE OPTION.

     a.   Except as otherwise expressly provided in any specific Option, if (i)
          any optionee's employment (or, in the case of any Option granted under
          Section 7, the optionee's relationship) with the Company or a Related
          Entity terminates for any reason at any  time or (ii) a Change of
          Control occurs, the Company (and/or its designees) shall have the
          option (the "Purchase Option") to purchase, and the optionee (or the
          optionee's executor or the administrator of the optionee's estate, in
          the event of the optionee's death, or the optionee's legal
          representative in the event of the optionee's incapacity)
          (hereinafter, collectively with such optionee, the "Grantor") shall
          sell to the Company and/or its assignee(s), all or any portion (at the
          Company's option) of the Options, and if any Option has been
          exercised, shares of Common Stock issued upon such exercise, held by
          the Grantor (such shares of Common Stock and Options collectively
          being referred to as the "Purchasable Shares"), subject to the
          Company's compliance with the conditions hereinafter set forth.

     b.   The Company shall give notice in writing to the Grantor of the
          exercise of the Purchase Option within one year following the date of
          the termination of the optionee's employment or engagement or such
          Change of Control.  

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          Such notice shall state the number of Purchasable Shares to be
          purchased and the determination of the Board of Directors of the Fair
          Market Value per share of such Purchasable Shares.  The Company's
          Purchase Option shall lapse if not exercised by the Company within the
          time period specified above in accordance with the provisions hereof,
          except as otherwise provided, in paragraph "e" below.

     c.   The purchase price to be paid for the Purchasable Shares purchased
          pursuant to the Purchase Option shall be, (i) in the case of any
          Common Stock, the Fair Market Value per share as of the date of the
          notice of exercise of the Purchase Option times the number of shares
          being purchased, and (ii) in the case of any Option, the Fair Market
          Value per share times the number of vested shares subject to such
          Option which are being purchased, less the applicable per share Option
          exercise price; provided that, in the case of the exercise of the 
          Purchase Option upon the termination of an optionee's employment with
          the Company or a Related Entity by the Company or Related Entity for
          Good Cause, the lesser of (w) Fair Market Value or (x) original cost
          of the shares shall be substituted for Fair Market Value in the above
          described purchase price calculation.  The Company shall pay such
          purchase price by the tender of a check in the amount of the purchase
          price to be paid for the Purchasable Shares or by the delivery of a
          promissory note as provided in paragraph "e" below.  The closing of
          such purchase shall take place at the Company's principal executive
          offices within ten days after the purchase price has been determined. 
          At such closing, the Grantor shall deliver or shall cause to be
          delivered to the purchasers the certificates or instruments evidencing
          the Purchasable Shares being purchased, duly endorsed (or accompanied
          by duly executed stock powers) and otherwise in good form for
          delivery, against payment of the purchase price by check of the
          purchasers.  In the event that, notwithstanding the foregoing, the
          Grantor shall have failed to obtain the release of any pledge or other
          encumbrance on any Purchasable Shares by or upon the scheduled closing
          date (at the option of the purchasers), the closing shall nevertheless
          occur on such scheduled closing date, with the cash purchase price
          being reduced to the extent of all unpaid indebtedness for which such
          Purchasable Shares are then pledged or encumbered.  Upon tender by the
          Company of a check in the amount of the purchase price for the
          Purchasable Shares or a promissory note as provided in paragraph "e"
          below, (y) the shares of Common Stock comprising a portion of the
          Purchasable Shares, or the portion thereof so purchased, shall no 
          longer be deemed to be outstanding, and (z) the Options comprising a
          portion of the Purchasable Shares, or the portion

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          thereof so purchased, shall no longer be deemed to be
          outstanding and all of the Grantor's rights with respect to such
          Purchasable Shares shall terminate, with the exception of the right of
          the Grantor to receive the purchase price in exchange therefore
          pursuant to this paragraph "c".

     d.   To assure the enforceability of the Company's rights under this
          Section 9, each certificate or instrument representing Common Stock or
          an Option held by an optionee shall bear a conspicuous legend in
          substantially the following form:

          THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO
          THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER
          THE PROVISIONS OF THE COMPANY'S 1998 STOCK OPTION PLAN AND A STOCK
          OPTION AGREEMENT ENTERED INTO PURSUANT THERETO.  A COPY OF SUCH OPTION
          PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE
          COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

     e.   Notwithstanding any provision to the contrary in paragraph "c" above,
          in the event  that any payment by the Company of any portion of the
          purchase price (or any remaining portion thereof for any portion of
          the Purchasable Shares that the Company is obligated to purchase) is,
          at the time such payment would otherwise be due hereunder, prohibited
          by the terms of any of the Company's or any of its Subsidiaries'
          financing arrangements with their lenders or any other contracts to
          which the Company or any of its Subsidiaries is bound, the Company
          shall be entitled to complete the exercise of the Purchase Option by
          tendering to the Grantor (a) a check for that portion of the purchase
          price the payment of which is not so prohibited, and (b) a promissory
          note for the balance of the purchase price.  Each such promissory note
          shall (i) bear interest at the Imputed Rate, (ii) provide for the
          payment of the principal evidenced thereby in annual installments
          commencing one (1) year after such termination in such amounts as are
          satisfactory to the Company's and its Subsidiaries' lenders, and (ii)
          be subordinated to the Company's and its Subsidiaries' indebtedness to
          its lenders on terms satisfactory to such lenders.

     f.   If, after giving effect to the provisions of paragraph "e" above, the
          Company is prohibited by law from purchasing any Purchasable Shares
          which it is obligated or has elected to repurchase hereunder due to
          any 

<PAGE>

          existing or prospective impairment of its capital, the closing of such
          purchase shall be delayed until the first date on which the Company
          has sufficient capital to lawfully repurchase such Purchasable Shares
          (the "Delayed Closing Date").  In the event of any such delay, the
          Company will be obligated to pay, on the Delayed Closing Date,
          interest on the purchase price for such Purchasable Shares, at the
          Imputed Rate from the date on which the closing of the purchase of
          such Purchasable Shares was originally scheduled to occur to the
          Delayed Closing Date.

     The Company's rights under this Section 9 shall terminate upon the
consummation of a Qualifying Public Offering.

10.  ADJUSTMENT OF SHARES.

     Unless otherwise expressly provided in a particular Option, in the event
that, by reason of any merger, consolidation, combination, liquidation,
reorganization, recapitalization, stock dividend, stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares or other like
change in capital structure of the Company (collectively, a "Reorganization"),
the Common Stock is substituted, combined, or changed into any cash, property,
or other securities, or the shares of Common Stock are changed into a greater or
lesser number of shares of Common Stock, the number and/or kind of shares and/or
interests subject to an Option and the per share price or value thereof shall be
appropriately adjusted by the Committee to give appropriate effect to such
Reorganization, such that the Option shall thereafter be exercisable for such
securities, cash, and/or other property as would have been received in respect
of the Common Stock subject to the Option had the Option been exercised in full
immediately prior to such event.  Any fractional shares or interests resulting
from such adjustment shall be eliminated.  Notwithstanding the foregoing, (i)
each such adjustment with respect to an Incentive Option shall comply with the
rules of Section 424(a) of the Code, and (ii) in no event shall any adjustment
be made which would render any Incentive Option granted hereunder to be other
than an "incentive stock option" for purposes of Section 422 of the Code.

     In the event the Company is not the surviving entity of a Reorganization
and, following such Reorganization, any optionee will hold Options issued
pursuant to this Plan which have not been exercised, cancelled, or terminated in
connection therewith, the Company shall cause such Options to be assumed (or
cancelled and replacement Options of equivalent value issued) by the surviving
entity or a Related Entity.

11.  ASSIGNMENT OR TRANSFER.

<PAGE>

     a.   Except as otherwise expressly provided in any Non-Qualified Option, no
          Option granted under the Plan or any rights or interests therein shall
          be assignable or transferable by an optionee except by will or the
          laws of descent and distribution, and during the lifetime of an
          optionee, Options granted to him or her hereunder shall be exercisable
          only by the optionee or, in the event that a legal representative has
          been appointed in connection with the Disability of an optionee, such
          legal representative. 

     b.   At least ninety (90) days prior to selling, pledging, hypothecating,
          transferring or otherwise disposing ("Transfer") of any interest in
          Common Stock issued upon exercise of an Option, the optionee proposing
          such Transfer shall deliver a written notice (the "Sale Notice") to
          the Company.  The Sale Notice will disclose in reasonable detail the
          identity of the prospective transferee(s) and the terms and conditions
          of the proposed transfer.  Such optionee (and such optionee's
          transferees) shall not consummate any such Transfer until ninety (90)
          days after the Sale Notice has been delivered to the Company, unless
          the Company has notified such optionee in writing that it will not
          exercise its rights under this Section 11.b. (the date of the first to
          occur of such events is referred to herein as the "Authorization
          Date").  The Company or its designee may elect to purchase all (but
          not less than all) of the shares of Common Stock to be Transferred
          upon the same terms and conditions as those set forth in the Sale
          Notice ("Right of First Refusal") by delivering a written notice of
          such election to such optionee within thirty (30) days after the
          receipt of the Sale Notice by the Company (the "Election Notice").  If
          the Company has not elected to purchase all of the shares of Common
          Stock specified in the Sale Notice, such optionee may Transfer the
          shares of Common Stock to the prospective transferee(s) as specified
          in the Sale Notice, at a price and on terms no more favorable to the
          transferee(s) thereof than specified in the Sale Notice, during the
          90-day period immediately following the Authorization Date and in the
          event of any such Transfer of shares the provisions of the Plan
          (including, without limitation, the provisions of this Section 11)
          shall no longer apply to the shares thus transferred.  Any Option
          Shares not so transferred within such 90-day period must be reoffered
          to the Company in accordance with the provisions of this Section 11.b.
          The Right of First Refusal will not apply with respect to Transfers of
          such shares of Common Stock (i) by will or pursuant to applicable laws
          of descent and distribution or (ii) among the optionee's family group;
          provided that the restrictions contained in this Section 1l.b. will
          continue to be applicable to the shares of Common Stock after any such
          Transfer and provided further that the transferees of such shares of
          Common Stock have agreed in writing to be bound by the terms and
          provisions of this Plan and the applicable Option Agreement as each
          may 

<PAGE>

          be amended from time to time.  In addition, upon any transfer to a
          member of the optionee's family group (other than pursuant to clause
          (i) of the preceding sentence), the optionee shall be required to give
          notice to the Company and as a condition to such Transfer to a member
          of the optionee's family group, the optionee will maintain all voting
          control over all of the shares of Common Stock.  The optionee's,
          "family group" means the optionee's spouse and lineal descendants
          (whether natural or adopted) and any trust solely for the benefit of
          the optionee and/or the optionee's spouse and/or lineal descendants. 
          In addition, with the prior approval of the Committee, notwithstanding
          the provisions of this Section 11.b., an optionee may pledge such
          shares of Common Stock creating a security interest therein; provided,
          that the pledgee agrees in writing to be bound, and that such shares
          of Common Stock remain bound, by the terms and provisions of this Plan
          and the applicable Option Agreement, as each may be amended from time
          to time.  The rights and obligations pursuant to this Section 11.b.
          hereof will terminate upon the consummation of a Qualified Public
          Offering.

     To assure the enforceability of the Company's rights under this Section
11.b., each certificate or instrument representing Common Stock or an Option
held by an optionee shall bear a conspicuous legend in substantially the
following form:

          THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE  PURSUANT TO
          THIS AGREEMENT ARE SUBJECT TO A RIGHT OF FIRST REFUSAL PROVIDED UNDER
          THE COMPANY'S 1998 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT
          ENTERED INTO PURSUANT THERETO.  A COPY OF SUCH OPTION PLAN AND OPTION
          AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
          PRINCIPAL EXECUTIVE OFFICES.

12.  COMPLIANCE WITH SECURITIES LAWS.

     The Company shall not in any event be obligated to file any registration
statement under the Securities Act or any applicable state securities law to
permit exercise of any option or to issue any Common Stock in violation of the
Securities Act or any applicable state securities law.  Each optionee (or, in
the event of his death or, in the event a legal representative has been
appointed in connection with his Disability, the Person exercising the Option)
shall, as a condition to his right to exercise any Option, deliver to the
Company an agreement or certificate containing such representations, warranties
and covenants as the Company may deem necessary or appropriate to ensure that
the issuance of shares of Common Stock pursuant to such exercise is not required
to be registered under the Securities Act or any applicable state securities
law.


<PAGE>

     Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
          LAWS.  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
          TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
          EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
          ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
          THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT
          VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

     This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.

13.  WITHHOLDING TAXES.

     By acceptance of the Option, the optionee will be deemed to (i) agree to
reimburse the Company or Related Entity by which the optionee is employed for
any federal, state, or local taxes required by any government to be withheld or
otherwise deducted by such corporation in respect of the optionee's exercise of
all or a portion of the Option; (ii) authorize the Company or any Related Entity
by which the optionee is employed to withhold from any cash compensation paid to
the optionee or in the optionee's behalf, an amount sufficient to discharge any
federal, state, and local taxes imposed on the Company or the Related Entity by
which the optionee is employed, and which otherwise has not been reimbursed by
the optionee, in respect of the optionee's exercise of all or a portion of the
Option; and (iii) agree that the Company may, in its discretion, hold the stock
certificate to which the optionee is entitled upon exercise of the Option as
security for the payment of the aforementioned withholding tax liability, until
cash sufficient to pay that liability has been accumulated, and may, in its
discretion, effect such withholding by retaining shares issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise which
is equal to the amount to be withheld.

14.  COSTS AND EXPENSES.

<PAGE>

     The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Option nor to any employee
receiving an Option.

15.  FUNDING OF PLAN.

     The Plan shall be unfunded.  The Company shall not be required to make any
segregation of assets to assure the payment of any Option under the Plan.

16.  OTHER INCENTIVE PLANS.

     The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees.

17.  EFFECT ON EMPLOYMENT.

     Nothing contained in the Plan or any agreement related hereto or referred
to herein shall affect, or be construed as affecting, the terms of employment of
any Key Employee except to the extent specifically provided herein or therein. 
Nothing contained in the Plan or any agreement related hereto or referred to
herein shall impose, or be construed as imposing, an obligation on (i) the
Company or any Related Entity to continue the employment of any Key Employee,
and (ii) any Key Employee to remain in the employ of the Company or any Related
Entity.

18.  DEFINITIONS.

     In addition to the terms specifically defined elsewhere in the Plan, as
used in the Plan, the following terms shall have the respective meanings
indicated:

     a.   "AFFILIATE" shall mean, as to any Person, a Person that directly, or
          indirectly through one or more intermediaries, controls, or is
          controlled by, or is under common control with, such Person.

     b.   "AUTHORIZATION DATE" shall have the meaning set forth in Section 11.b.
          hereof    

     c.   "BOARD OF DIRECTORS" shall have the meaning set forth in Section 2
          hereof

     d.   "CHANGE OF CONTROL" shall mean the first to occur of the following
          events: (i) any sale, lease, exchange, or other transfer (in one
          transaction or series of related transactions) of all or substantially
          all of the assets of the Company (including the capital stock or
          assets of its operating subsidiaries) to any Person or group of
          related Persons for purposes of Section 13(d) of the Exchange Act (a
          "Group"), (ii) a majority of the Board of Directors of the Company
          shall consist of Persons who are not nominated collectively by
          Ardshiel, Inc. and/or its Affiliates and GE 

<PAGE>

          Investment Private Placement Partners II, a Limited Partnership; or
          (iii) the acquisition by any Person or Group (other than GE Investment
          Private Placement Partners II, a Limited Partnership, Ardshiel, Inc.
          and their Affiliates), together with their associates and Affiliates,
          of the power, directly or indirectly, 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.   "CODE" shall have the meaning set forth in Section 1 hereof.

     f.   "COMMITTEE" shall have the meaning set forth in Section 2 hereof.

     g.   "COMMON STOCK" shall have the meaning set forth in Section 3 hereof.

     h.   "COMPANY" shall have the meaning set forth in Section 1 hereof.

     i.   "DISABILITY" shall mean permanent disability as defined under the
          appropriate provisions of the long-term disability plan maintained for
          the benefit of employees of the Company or any Related Entity who are
          regularly employed on a salaried basis unless another meaning shall be
          agreed to in writing by the Committee and the optionee, or, to the
          extent defined differently, shall have the meaning set forth in any
          employment agreement between an optionee and the Company or any
          Related Entity with respect to such optionee; PROVIDED, HOWEVER, that
          in the case of an Incentive Option "disability" shall have the meaning
          specified in Section 22(e)(3) of the Code.

     j.   "ELECTION NOTICE" shall have the meaning set forth in Section 11.b.
          hereof.

     k.   "ELIGIBLE NON-EMPLOYEE" shall have the meaning set forth in Section 4
          hereof.

     l.   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     m.   "FAIR MARKET VALUE" shall, as it relates to the Common Stock, mean the
          average of the high and low prices of such Common Stock as reported on
          the principal national securities exchange on which the shares of
          Common Stock are then listed on the date specified herein, or if there
          were no sales on such date, on the next preceding day on which there
          were sales, or if such Common Stock is not listed on a national
          securities exchange, the last reported bid price in the
          over-the-counter market, or if such shares are 

<PAGE>

          not traded in the over-the counter market, the per share cash price
          for which all of the outstanding Common Stock could be sold to a
          willing purchaser in an arms length transaction (without regard to
          minority discount, absence of liquidity or transfer restrictions
          imposed by any applicable law or agreement) at the date of the event
          giving rise to a need for a determination.  Except as may be otherwise
          expressly provided in a particular Option, Fair Market Value shall be
          determined in good faith by the Committee. 

     n.   "GOOD CAUSE", with respect to any Key Employee, shall mean termination
          by action of the Board of Directors because of: (A) the optionee's
          conviction of, or plea of nolo contendere to, a felony or a crime
          involving moral turpitude; (B) the optionee's personal dishonesty,
          incompetence, willful misconduct, willful violation of any law, rule
          or regulation (other than minor traffic violations or similar
          offenses) or breach of fiduciary duty which involves personal profit;
          (C) the optionee's commission of material mismanagement in the conduct
          of his duties as assigned to him by the Board of Directors or the
          optionee's supervising officer or officers of the Company or any
          Related Entity; (D) the optionee's willful failure to execute or
          comply with the policies of the Company or any Related Entity or his
          stated duties as established by the Board of Directors or the
          optionee's supervising officer or officers of the Company or any
          Related Entity, or the optionee's intentional failure to perform the
          optionee's stated duties; or (E) substance abuse or addiction on the
          part of the optionee.  "Good Cause", with respect to any Eligible
          Non-Employee, shall mean (unless another definition is agreed to in
          writing by the Company and the optionee) termination by action of the
          Board of Directors because of: (A) the optionee's conviction of, or
          plea of nolo contendere to, a felony or a crime involving moral
          turpitude; (B) the optionee's personal dishonesty, incompetence,
          willful misconduct, willful violation of any law, rule or regulation
          (other than minor traffic violations or similar offenses) or breach of
          fiduciary duty which involves personal profit; (C) the optionee's
          commission of material mismanagement in providing services to the
          Company or any Related Entity; (D) the optionee's willful failure to
          comply with the policies of the Company in providing services to the
          Company or any Related Entity, or the optionee's intentional failure
          to perform the services for which the optionee has been engaged; (E)
          substance abuse or addiction on the part of the optionee; or (F) the
          optionee's willfully making any material misrepresentation or
          willfully omitting to disclose any material fact to the board of
          directors of the Company or any Related Entity with respect to the
          business of the Company or any Related Entity.  Notwithstanding the

<PAGE>

          foregoing, in the case of any optionee who, at any time is subject to
          an employment agreement with the Company or any Related Entity that
          contains a definition of "Good Cause," "For Cause Termination" or any
          similar definition, then during the term of such employment agreement
          the definition contained in such employment agreement shall be the
          applicable definition of "Good Cause" under the Plan as to such
          optionee.

     o.   "GOOD REASON" shall mean any grounds stated in any employment
          agreement with an optionee giving the optionee the right to terminate
          his or her employment with the Company or any Related Entity as a
          result of actions of the Company or such Related Entity.

     p.   "GRANTOR" has the meaning set forth in Section 9 hereof.

     q.   "IMPUTED RATE" shall mean the lowest per annum rate necessary to avoid
          the imputation of interest under the Internal Revenue Code of 1986, as
          amended.

     r.   "INCENTIVE OPTIONS" shall have the meaning set forth in Section 6
          hereof.

     s.   The term "included" when used herein shall mean "including, but not
          limited to".

     t.   "KEY EMPLOYEE" shall have the meaning set forth in Section 4 hereof.

     u.   "NON-QUALIFIED OPTIONS" shall have the meaning set forth in Section 6
          hereof.

     v.   "OPTIONS" shall have the meaning set forth in Section 1 hereof.

     w.   "PERSON" shall have the meaning set forth in Section 4 hereof.

     x.   "PLAN" shall have the meaning set forth in Section 1 hereof.

     y.   "PURCHASABLE SHARES" shall have the meaning set forth in Section 9
          hereof.

     z.   "PURCHASE OPTION" shall have the meaning set forth in Section 9
          hereof.

     aa.  "QUALIFYING PUBLIC OFFERING" shall mean a firm commitment underwritten
          public offering of Common Stock for cash which, when aggregated with
          all prior public offerings, constitutes an offering of more than 30%
          of the

<PAGE>

          Common Stock registered under the Securities Act.

     aa.  "RELATED ENTITIES" shall have the meaning set forth in Section 1
          hereof.

     ab.  "REORGANIZATION" shall have the meaning set forth in Section 10
          hereof.

     ac.  "RIGHT OF FIRST REFUSAL" shall have the meaning set forth in Section
          11.b. hereof.

     ad.  "RULE 16B-3" shall mean Rule 16b-3 as amended, or other applicable
          rules, under Section 16(b) of the Exchange Act.

     ae.  "SALE NOTICE" shall have the meaning set forth in Section 11.b hereof

     af.  "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     ag.  "SUBSIDIARY" shall mean, with respect to any Person, any other Person
          of which such first Person owns or has the power to vote, directly or
          indirectly, securities representing a majority of the votes ordinarily
          entitled to be cast for the election of directors or other governing
          Persons.

     ah.  "TRANSFER" shall have the meaning set forth in Section 11.b. hereof.

19.  AMENDMENT OF PLAN.

     The Board of Directors shall have the right to amend, modify, suspend or
terminate the Plan at any time; provided, that no amendment shall be made which
shall increase the total number of shares of the Common Stock which may be
issued and sold pursuant to Options granted under the Plan or decrease the
minimum Option exercise price in the case of an Incentive Option, or modify the
provisions of the Plan relating to eligibility with respect to Incentive Options
unless such amendment is made by or with the approval of the stockholders.  The
Board of Directors shall have the right to amend the Plan and the Options
outstanding thereunder, without the consent or joinder of any optionee or other
Person, in such manner as may be determined necessary or appropriate by the
Board of Directors in order to cause the Plan and the Options outstanding
thereunder (i) to qualify as "incentive stock options" within the meaning of
Section 422 of the Code, (ii) to comply with Rule 16b-3 (or any successor rule)
under the Exchange Act (or any successor law) and the regulations (including any
temporary regulations) promulgated thereunder, or (iii) to comply with Section
162(m) of the Code (or any successor section) and the regulations (including any
temporary regulations) promulgated thereunder.  Except as provided above, no
amendment, modification, suspension or termination of the Plan shall alter or

<PAGE>

impair any Options previously granted under the Plan, without the consent of the
holder thereof.

20.  EFFECTIVE DATE.

     The Plan shall become effective on the date of consummation of the
transactions contemplated in the Agreement and Plan of Merger dated August 3,
1998, by and among the Company, D and W Acquisition Corp., Atrium Corporation
and the stockholders of Atrium Corporation therein. The Plan was approved by the
Board of Directors of the Company and the stockholders of the Company on
____________, 1998.