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                                                                   EXHIBIT 10.12

                           CHANGE OF CONTROL AGREEMENT


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

                                    RECITALS

A.  The Board of Directors of the Company (the "Board") determined that it is in
    the best interest of the Company, its subsidiaries and its stockholders for
    the Company to enter into this Agreement for purposes of the Company
    establishing a bonus for the Executive upon the occurrence of a change of
    control of the Company on the terms and conditions set forth herein.

B.  The Company has simultaneously entered into an Employment Agreement dated as
    of January 1, 2003 ("Employment Agreement") with the Executive, which
    provides for the Executive's employment with the Company. This Change of
    Control Agreement provides additional compensation to the Executive. All
    capitalized terms not defined herein shall have the meanings ascribed to
    them in the Employment Agreement.

                                   AGREEMENTS

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

1.  CONTINUED EMPLOYMENT FOLLOWING A CHANGE OF CONTROL IF REQUESTED BY THE
    COMPANY

    In the event a Change of Control occurs, the Executive agrees, if so
    requested by the Company, to remain employed with the Company after the
    Change of Control for a period not to exceed the remaining term of the
    Employment Agreement. if the remaining term of the Employment Agreement is
    less than twenty-four (24) months, the Executive agrees to enter into a new
    employment agreement on reasonably substantially equivalent terms as those
    contained in the Employment Agreement for a period not to exceed twenty-four
    (24) months.

2.  OBLIGATIONS OF THE COMPANY UPON TERMINATION.

    (a)  Change of Control. Except as provided in clause (b) or (c) of this
         Section 2, upon the occurrence of a Change of Control (including,
         without limitation, if the Executive's employment under the Employment


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         Agreement is terminated by the Company without Cause or by the
         Executive for Good Reason on or after the date that is 24 months prior
         to the date of the occurrence of the Change of Control), the Company
         shall pay, in a lump sum in cash within ten (10) days after the
         occurrence of the Change of Control, the Change of Control Payment in
         the amount provided in (and as defined in) Schedule A hereto plus any
         amount required under clause (d) of this Section 2.

    (b)  Termination Without Cause or For Good Reason. If the Executive's
         employment under the Employment Agreement is terminated more than 24
         months prior to the occurrence of a Change of Control by the Company
         without Cause or by the Executive for Good Reason, then no amount shall
         be payable by the Company under this Agreement.

    (c)  With Cause or Without Good Reason. If upon or at any time prior to the
         occurrence of a Change of Control, the Executive's employment under the
         Employment Agreement is terminated by the Company with Cause or by the
         Executive without Good Reason, then no amount shall be payable by the
         Company under this Agreement.

    (d)  Gross-up Payment. In the event that any payments or benefits either
         under this agreement or otherwise (together, the "Payments") to which
         the Executive is entitled from his employment with the Company, will be
         subject to the excise tax imposed by section 4999 of the Internal
         Revenue Code or any successor provision ("section 4999"), the Company
         will, prior to the date on which any amount of the excise tax must be
         paid or withheld, make an additional lump-sum payment (the "gross-up
         payment") to the Executive as described in the immediately succeeding
         sentence; provided that the Executive shall not be entitled to this
         gross-up payment if a reduction in the Payments (the "section 4999
         Reduction Amount") to the largest amount that would not be subject to
         excise taxes under section 4999 would provide the Executive with an
         amount (net of federal, state, and local income taxes) greater than or
         equivalent to the amount of the unreduced Payments (net of all federal,
         state and local income taxes, and excise taxes); provided, however,
         that the immediately preceding proviso shall not apply if the section
         4999 Reduction Amount would exceed 10% of the unreduced Payments. If
         payable, the gross-up payment will be sufficient, after giving effect
         to all federal, state and other taxes and other charges (including
         interest and penalties, if any) with respect to the gross-up payment,
         to make the Executive whole for all taxes (including withholding taxes)
         and any associated interest and penalties imposed under or as a result
         of section 4999. Any tax determinations required under this paragraph
         shall be computed at the highest applicable marginal tax rate, and
         shall be made in writing by the Company's


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         independent accountants, whose determination shall be conclusive and
         binding for all purposes on the parties and their successors. The
         Company shall provide the Executive with a detailed accounting of the
         underlying assumptions and calculations.

    (e)  Full Settlement; Mitigation. In no event shall the Executive be
         obligated to seek other employment or take any other action by way of
         mitigation of the amounts payable to the Executive under Clause (a) of
         this Section 2 and such amounts shall not be reduced whether or not the
         Executive obtains other employment.

3.  SUCCESSORS

    The Company may assign its rights and obligations under this Agreement to
    any successor to all or substantially all the assets of the Company, by
    merger or otherwise, and may assign or encumber this Agreement and its
    rights hereunder as security for indebtedness of the Company and its
    affiliates. All covenants, terms, conditions and provisions of this
    Agreement shall be binding upon and inure to the benefit of, and be
    enforceable by the respective heirs, legal representatives, successors and
    permitted assigns of the Company and Executive. Neither this Agreement nor
    any rights, interests or obligations hereunder may be assigned by the
    Executive without the prior written consent of the Company.

4.  ACI

    At any time during the Employment Period, any of the obligations of the
    Company to make payments under Section 2(a) of this Agreement may, at the
    sole discretion of the Company (subject to the approval of the Board), be
    discharged and satisfied by ACI.

5.  MISCELLANEOUS

   (a)   Construction. This Agreement shall be deemed drafted equally by both
         the parties. Its language shall be construed as a whole and according
         to its fair meaning. Any presumption or principle that the language is
         to be construed against any party shall not apply. The headings in this
         Agreement are only for convenience and are not intended to affect
         construction or interpretation. Any references to paragraphs,
         subparagraphs, sections or subsections are to those parts of this
         Agreement, unless the context clearly indicates to the contrary. Also,
         unless the context clearly indicates to the contrary, (a) the plural
         includes the singular and the singular includes the plural; (b) "and"
         and "or" are each used both conjunctively and disjunctively; (c) "any,"
         "all," "each," or "every" means "any and all," and "each and every";
         (d) "includes" and "including" are each "without limitation"; (e)
         "herein," "hereof,"


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         "hereunder" and other similar compounds of the word "here" refer to the
         entire Agreement and not to any particular paragraph, subparagraph,
         section or subsection; and (f) all pronouns and any variations thereof
         shall be deemed to refer to the masculine, feminine, neuter, singular
         or plural as the identity of the entities or persons referred to may
         require.

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

         If to the Executive:          Eric W. Long
                                       224 Longmeadow
                                       Coppell, Texas 75019


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

                                       with copies to:

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

                                       and to:

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

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

    (c)  Enforcement. If any provision of this Agreement is held to be illegal,
         invalid or unenforceable under present or future laws effective during
         the


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         term of this Agreement, such provision shall be fully severable; this
         Agreement shall be construed and enforced as if such illegal, invalid
         or unenforceable provision had never comprised a portion of this
         Agreement; and the remaining provisions of this Agreement shall remain
         in full force and effect and shall not be affected by the illegal,
         invalid or unenforceable provision or by its severance from this
         Agreement. Furthermore, in lieu of such illegal, invalid or
         unenforceable provision there shall be added automatically as part of
         this Agreement a provision as similar in terms to such illegal, invalid
         or unenforceable provision as may be possible and be legal, valid and
         enforceable.

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

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

    (f)  Termination. Upon the occurrence and completion of the events described
         in Section 2(a), 2(b) or 2(c) hereof, this Agreement shall terminate.

    (g)  Complete Agreement. This Agreement constitutes the entire and complete
         understanding and agreement between the parties with respect to the
         subject matter hereof, and supersedes all prior and contemporaneous
         oral and written agreements, representations and understandings between
         the Executive and the Company, or its affiliates and subsidiaries
         (except for the Employment Agreement), which are hereby terminated.
         Other than as expressly set forth herein, the Executive and the Company
         acknowledge and represent that there are no other promises, terms,
         conditions or representations (oral or written) regarding any matter
         relevant hereto. This Agreement may be executed in two or more
         counterparts.

    (h)  Mediation; Arbitration

         (i)   The Company and the Executive shall mediate any claim or
               controversy arising out of or relating to this Agreement or any
               breach thereof if either of them requests mediation and gives
               written notice to the other (the "Mediation Notice"). Any notice
               given pursuant to the preceding sentence shall include a brief
               statement of the claim or controversy. If the Company and the


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               Executive do not resolve the claim or controversy within five (5)
               days after the date of the Mediation Notice, the Company and the
               Executive shall then use reasonable efforts to agree upon an
               independent mediator. If the Company and the Executive do not
               agree upon an independent mediator within ten (10) days after the
               date of the Mediation Notice, either party may request that
               JAMS/Endispute ("JAMS"), or a similar mediation service of a
               similar national scope if JAMS no longer then exists, appoint an
               independent mediator. The Company and the Executive shall share
               the costs of mediation equally and shall pay such costs in
               advance upon the request of the mediator or any party. Within ten
               (10) days after selection of the mediator, the mediator shall set
               the mediation. If the Company and the Executive do not resolve
               the dispute within thirty (30) days after the date of the
               Mediation Notice, the dispute shall be decided by arbitration as
               set forth below.

         (ii)  Any claim or controversy arising out of or relating to this
               Agreement or any breach thereof shall be settled by arbitration
               if such claim or controversy is not settled pursuant to mediation
               as set forth above. The venue for any such arbitration shall be
               Dallas, Texas, or such other location as the parties may mutually
               agree. Except as expressly set forth herein, all arbitration
               proceedings under this Section 6(h)(ii) shall be undertaken in
               accordance with the Commercial Arbitration Rules of the American
               Arbitration Association (the "AAA") then in force. Only
               individuals who are (i) lawyers engaged full-time in the practice
               of law and (ii) on the AAA register of arbitrators shall be
               selected as an arbitrator. There shall be one arbitrator who
               shall be chosen in accordance with the rules of the AAA. Within
               twenty (20) days of the conclusion of the arbitration hearing,
               the arbitrator shall prepare written findings of fact and
               conclusions of law. Judgment on the written award may be entered
               and enforced in any court of competent jurisdiction. It is
               mutually agreed that the written decision of the arbitrator shall
               be valid, binding, final and non-appealable; provided however,
               that the parties hereto agree that the arbitrator shall not be
               empowered to award punitive damages against any party to such
               arbitration. The arbitrator shall require the non-prevailing
               party to pay the arbitrator's full fees and expenses or, if in
               the arbitrator's opinion there is no prevailing party, the
               arbitrator's fees and expenses will be borne equally by the
               parties thereto. In the event action is brought to enforce the
               provisions of this Agreement pursuant to this Section 16(h)(ii),
               the non-prevailing parties shall be required to pay the
               reasonable attorneys'


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               fees and expenses of the prevailing parties, except that if in
               the opinion of the court or arbitrator deciding such action there
               is no prevailing party, each party shall pay its own attorneys'
               fees and expenses.

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

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

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


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         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board, the Company has caused this
Agreement to be executed in its name on its behalf, as of the 1st day of January
2003.


                                       EXECUTIVE


                                       -----------------------------------
                                       Eric W. Long



                                       ATRIUM CORPORATION


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



                                       ATRIUM COMPANIES, INC.


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



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                                   SCHEDULE A

                  TO ERIC W. LONG'S CHANGE OF CONTROL AGREEMENT


    (a)  Executive shall be entitled to a change of control payment (the "Change
         of Control Payment") computed as follows:

    (b)  The Executive's Change of Control Payment shall be payable based upon
         achievement of the following targets:

         (i)   If the stockholders of the Company receive net proceeds per share
               of $850 or less for each share of common stock of the Company
               owned by them, the Executive shall receive a Change of Control
               Payment of $100,000.

         (ii)  If the stockholders of the Company receive net proceeds per share
               of greater than $850 but less than $992 for each share of common
               stock of the Company owned by them, the Executive shall receive a
               Change of Control Payment of $100,000 plus the product of .56% of
               the net proceeds per share exceeding $850 multiplied by the
               number of shares outstanding immediately prior to the Change of
               Control.

         (iii) If the stockholders of the Company receive net proceeds per share
               of equal to or greater than $992 for each share of common stock
               of the Company owned by them, the Executive shall receive a
               Change of Control Payment of $250,000 plus .37% of the net
               proceeds per share exceeding $992 multiplied by the number of
               shares outstanding immediately prior to the Change of Control.

         (iv)  For purposes of this Schedule A, (a) "net proceeds per share"
               shall mean the amount of cash and /or fair market value of any
               equity securities actually received by the stockholders of the
               Company or any of their respective affiliates or designees for
               each share of common stock of the Company owned by them and (b)
               references to "the number of shares outstanding immediately prior
               to the Change of Control" shall give effect to the exercise of
               all warrants and options to acquire shares that are in-the-money
               at such time.