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                                                                    Exhibit 10.6

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of April 9, 2003, by and between BRENTWOOD ACQUISITION CORP., a
Minnesota corporation (the "Company"), and ROBERT BENNETT ("Executive").

     A.   The Company is a wholly owned subsidiary of Woodcraft Industries,
Inc., a Minnesota Corporation ("Woodcraft").

     B.   Executive and the Company are parties to an Employment Agreement dated
July 31, 2002 (the "Original Agreement").

     C.   The Company and Executive desire to amend and restate the Original
Agreement in its entirety on the terms and conditions set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the
respective agreements of the Company and Executive set forth below, the Company
and Executive, intending to be legally bound, agree as follows:

     1.   EMPLOYMENT. Effective as of the date hereof, the Company shall employ
Executive, and Executive shall accept such employment and perform services for
the Company, upon the terms and conditions set forth in this Agreement.

     2.   TERM OF EMPLOYMENT. Unless terminated at an earlier date in accordance
with Section 9 hereof, the term of Executive's employment with the Company shall
be for a period of one year commencing on the date hereof and ending on the
first anniversary of the date hereof. Thereafter, unless terminated at an
earlier date in accordance with Section 9 hereof, the term of Executive's
employment with the Company shall be automatically extended for successive
one-year periods, unless either party gives written notice to the other party at
least 60 days prior to the expiration of such term that such party elects not to
extend the term of this Agreement.

     3.   Position and Duties.

          (a)  EMPLOYMENT WITH THE COMPANY. During the term of Executive's
employment with the Company, Executive shall perform such duties and
responsibilities for the Company, Woodcraft and any direct or indirect
subsidiaries of Woodcraft (Woodcraft and all of its subsidiaries being
hereinafter collectively referred to as the "Affiliates"), as the Board of
Directors of the Company (the "Board") shall assign to him from time to time
consistent with his position. Executive shall be an executive officer of the
Company and Executive's title shall be Brentwood Division, Vice President and
Chief Financial Officer.

          (b)  PERFORMANCE OF DUTIES AND RESPONSIBILITIES. Executive shall serve
the Company and the Affiliates faithfully and to the best of his ability and
shall devote his full working time, attention and efforts to the business of the
Company and the Affiliates during his

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employment with the Company. Executive hereby represents and confirms that he is
under no contractual or legal commitments that would prevent him from fulfilling
his duties and responsibilities as set forth in this Agreement. During his
employment with the Company, Executive may participate in charitable activities
and personal investment activities to a reasonable extent, and he may serve as a
director of business organizations in which he has personally invested, so long
as such activities and directorships do not interfere with the performance of
his duties and responsibilities hereunder. Executive may also continue to
perform limited accounting services (approximately 5 to 10 hours per week) for
his existing clients. Executive agrees to advise the President of Woodcraft in
writing each time Executive reasonably expects to devote more than an average of
10 hours per week to such activities during any three-week period.

     4.   Compensation.

          (a)  BASE SALARY. While Executive is employed by the Company
hereunder, the Company shall pay to Executive an annual base salary of $125,000,
less deductions and withholdings, which base salary shall be paid in accordance
with the Company's normal payroll policies and procedures. As soon as
practicable after the end of each fiscal year, the Company shall conduct an
annual performance review of Executive and thereafter establish Executive's base
salary in an amount not less than the base salary in effect for the prior year.

          (b)  INCENTIVE COMPENSATION. While Executive is employed by the
Company hereunder, Executive shall be entitled to participate in the incentive
compensation plan attached hereto as EXHIBIT A.

          (c)  EMPLOYEE BENEFITS. While Executive is employed by the Company
hereunder, Executive shall be entitled to participate in all employee benefit
plans and programs of the Company to the extent that Executive meets the
eligibility requirements for each individual plan or program. The Company
provides no assurance as to the adoption or continuance of any particular
employee benefit plan or program, and Executive's participation in any such plan
or program shall be subject to the provisions, rules and regulations applicable
thereto.

          (d)  EXPENSES. While Executive is employed by the Company hereunder,
the Company shall reimburse Executive for all reasonable and necessary
out-of-pocket business, travel and entertainment expenses incurred by him in the
performance of his duties and responsibilities hereunder, subject to the
Company's normal policies and procedures for expense verification and
documentation.

          (e)  OPTIONS. As soon as practicable after the date hereof, the
Company shall make a stock option grant to the Executive under the WII Holdings,
Inc.'s 2003 Stock Option and Grant Plan.

     5.   CONFIDENTIAL INFORMATION. Except as permitted by the Board, during the
term of Executive's employment with the Company and at all times thereafter,
Executive shall not

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divulge, furnish or make accessible to anyone or use in any way other than in
the ordinary course of the business of the Company and the Affiliates, any
confidential, proprietary or secret knowledge or information of the Company or
any of the Affiliates that Executive has acquired or shall acquire during the
term of his work for the Company or any of the Affiliates as an employee,
whether developed by himself or by others, concerning (i) any trade secrets,
(ii) any confidential, proprietary or secret designs, processes, formulae,
plans, devices or material (whether or not patented or patentable) directly or
indirectly useful in any aspect of the business of the Company or any of the
Affiliates, (iii) any customer or supplier lists of the Company or any of the
Affiliates, (iv) any confidential, proprietary or secret development or research
work of the Company or any of the Affiliates, (v) any strategic or other
business, marketing or sales plans of the Company or any of the Affiliates, (vi)
any financial data or plans respecting the Company or any of the Affiliates, or
(vii) any other confidential or proprietary information or secret aspects of the
business of the Company or any of the Affiliates. Executive acknowledges that
the above-described knowledge and information constitutes a unique and valuable
asset of the Company and represents a substantial investment of time and expense
by the Company or one or more of the Affiliates, and that any disclosure or
other use of such knowledge or information other than for the sole benefit of
the Company or any of the Affiliates would be wrongful and would cause
irreparable harm to the Company. During the term of Executive's employment with
the Company, Executive shall refrain from any acts or omissions that would
reduce the value of such knowledge or information to the Company. The foregoing
obligations of confidentiality shall not apply to any knowledge or information
that (i) is now or subsequently becomes generally publicly known in the form in
which it was obtained from the Company or any of the Affiliates, (ii) is
independently made available to Executive in good faith by a third party who has
not violated a confidential relationship with the Company or any of the
Affiliates, or (iii) is required to be disclosed by legal process, other than as
a direct or indirect result of the breach of this Agreement by Executive.

     6.   VENTURES. If, during the term of Executive's employment with the
Company, Executive is engaged in or associated with the planning or implementing
of any project, program or venture involving the Company or any of the
Affiliates and a third party or parties, all rights in such project, program or
venture shall belong to the Company. Except as approved in writing by the Board,
Executive shall not be entitled to any interest in any such project, program or
venture or to any commission, finder's fee or other compensation in connection
therewith, other than the compensation to be paid to Executive by the Company as
provided herein. Executive shall have no interest, direct or indirect, in any
customer or supplier that conducts business with the Company or any of the
Affiliates, unless such interest has been disclosed in writing to and approved
by the Board before such customer or supplier seeks to do business with the
Company or any of the Affiliates; ownership by Executive, as a passive
investment, of less than 2.5% of the outstanding shares of capital stock of any
corporation listed on a national securities exchange or publicly traded in the
over-the-counter market shall not constitute a breach of this Section 6.

     7.   NONCOMPETITION COVENANT.

          (a)  AGREEMENT NOT TO COMPETE. During the term of Executive's
employment with the Company and for the Noncompetition Period (as defined
below), Executive shall not,

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directly or indirectly, throughout North America, engage in any business that
the Company or any of the Affiliates has engaged in during the term of
Executive's work for the Company or any of the Affiliates as an employee, or any
part of such business, including without limitation the design, development,
manufacture, distribution, marketing, leasing or selling of hardwood or vinyl
doors, parts or accessories, veneer raised panels or veneer profile wrapped
accessories, in any manner or capacity, including without limitation as a
proprietor, principal, agent, partner, officer, director, stockholder, employee,
member of any association, consultant or otherwise. Ownership by Executive, as a
passive investment, of less than 2.5% of the outstanding shares of capital stock
of any corporation listed on a national securities exchange or publicly traded
in the over-the-counter market shall not constitute a breach of this Section
7(a). The term "Noncompetition Period" shall mean: (a) in the event that
Executive's employment is terminated in a manner set forth in Section 10(a), the
Severance Period (as defined below), (b) in the event that Executive's
employment is terminated in a manner set forth in Section 10(b)(i), (iii) or
(iv), the period beginning on the Termination Date (as defined below) and
continuing until the date which is the later of (i) six months from the
Termination Date or (ii) the date on which the then-current term of the
Agreement was scheduled to expire and (c) in the event Executive's employment is
terminated in a manner set forth in Section 10(b)(ii), the period beginning on
the Termination Date and ending one year thereafter.

          (b)  AGREEMENT NOT TO HIRE. During the term of Executive's employment
with the Company and for a period of 24 consecutive months from the date of the
termination of such employment, whether such termination is with or without
Cause (as defined below), or whether such termination is at the instance of
Executive or the Company, Executive shall not, directly or indirectly, hire,
engage or solicit any person who is then an employee of the Company or any of
the Affiliates or who was an employee of the Company or any of the Affiliates at
the time of Executive's termination of employment, in any manner or capacity,
including without limitation as a proprietor, principal, agent, partner,
officer, director, stockholder, employee, member of any association, consultant
or otherwise.

          (c)  AGREEMENT NOT TO SOLICIT. During the term of Executive's
employment with the Company and for a period of 12 consecutive months from the
date of the termination of such employment, whether such termination is with or
without Cause (as defined below), or whether such termination is at the instance
of Executive or the Company, Executive shall not, directly or indirectly,
solicit, request, advise or induce any then current or potential customer,
supplier or other business contact of the Company or any of the Affiliates to
cancel, curtail or otherwise change its relationship with the Company or any of
the Affiliates, in any manner or capacity, including without limitation as a
proprietor, principal, agent, partner, officer, director, stockholder, employee,
member of any association, consultant or otherwise.

          (d)  ACKNOWLEDGMENT. Executive hereby acknowledges that the provisions
of this Section 7 are reasonable and necessary to protect the legitimate
interests of the Company and that any violation of this Section 7 by Executive
shall cause substantial and irreparable harm to the Company to such an extent
that monetary damages alone would be an inadequate remedy therefor. Therefore,
in the event that Executive violates any provision of this Section 7, the

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Company shall be entitled to an injunction, in addition to all the other
remedies it may have, restraining Executive from violating or continuing to
violate such provision.

          (e)  BLUE PENCIL DOCTRINE. If the duration of, the scope of or any
business activity covered by any provision of this Section 7 is in excess of
what is valid and enforceable under applicable law, such provision shall be
construed to cover only that duration, scope or activity that is valid and
enforceable. Executive hereby acknowledges that this Section 7 shall be given
the construction which renders its provisions valid and enforceable to the
maximum extent, not exceeding its express terms, possible under applicable law.

     8.   Patents, Copyrights and Related Matters.

          (a)  DISCLOSURE AND ASSIGNMENT. Executive shall immediately disclose
to the Company any and all improvements and inventions that Executive may
conceive and/or reduce to practice individually or jointly or commonly with
others while he is employed with the Company with respect to (i) any methods,
processes or apparatus concerned with the development, use or production of any
type of products, goods or services sold or used by the Company or any of the
Affiliates, and (ii) any type of products, goods or services sold or used by the
Company or any of the Affiliates. Executive also shall immediately assign,
transfer and set over to the Company his entire right, title and interest in and
to any and all of such inventions as are specified in this Section 8(a), and in
and to any and all applications for letters patent that may be filed on such
inventions, and in and to any and all letters patent that may issue, or be
issued, upon such applications. In connection therewith and for no additional
compensation therefor, but at no expense to Executive, Executive shall sign any
and all instruments deemed necessary by the Company or any of the Affiliates
for:

               (i)    the filing and prosecution of any applications for letters
                      patent of the United States or of any foreign country that
                      the Company may desire to file upon such inventions as are
                      specified in this Section 8(a);

               (ii)   the filing and prosecution of any divisional,
                      continuation, continuation-in-part or reissue applications
                      that the Company may desire to file upon such applications
                      for letters patent; and

               (iii)  the reviving, re-examining or renewing of any of such
                      applications for letters patent.

Minnesota Statutes Section 181.78 provides that the agreement of Executive
contained in this Section 8(a) does not apply, and written notification is
hereby given to Executive that this Section 8(a) shall not apply, to any
invention for which no equipment, supplies, facilities, confidential,
proprietary or secret knowledge or information, or other trade secret
information of the Company or any of the Affiliates was used and that was
developed entirely on Executive's own time, and (i) that does not relate (A)
directly to the business of the Company or any of the Affiliates, or (B) to the
actual or demonstrably anticipated research or development of the

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Company or any of the Affiliates, or (ii) that does not result from any work
performed by Executive for the Company or any of the Affiliates.

          (b)  COPYRIGHTABLE MATERIAL. All right, title and interest in all
copyrightable material that Executive shall conceive or originate individually
or jointly or commonly with others, and that arise during the term of his
employment with the Company and out of the performance of his duties and
responsibilities under this Agreement, shall be the property of the Company and
are hereby assigned by Executive to the Company, along with ownership of any and
all copyrights in the copyrightable material. Upon request and without further
compensation therefor, but at no expense to Executive, Executive shall execute
any and all papers and perform all other acts necessary to assist the Company to
obtain and register copyrights on such materials in any and all countries. Where
applicable, works of authorship created by Executive for the Company or any of
the Affiliates in performing his duties and responsibilities hereunder shall be
considered "works made for hire," as defined in the U.S. Copyright Act.

          (c)  KNOW-HOW AND TRADE SECRETS. All know-how and trade secret
information conceived or originated by Executive that arises during the term of
his employment with the Company and out of the performance of his duties and
responsibilities hereunder or any related material or information shall be the
property of the Company, and all rights therein are hereby assigned by Executive
to the Company.

     9.   Termination of Employment.

          (a)  The Executive's employment with the Company shall terminate
immediately upon:

               (i)    Executive's receipt of written notice from the Company of
                      the termination of his employment, other than notice that
                      the Company elects not to extend the term of this
                      Agreement;

               (ii)   the Company's receipt of Executive's written resignation
                      from the Company;

               (iii)  Executive's Disability (as defined below);

               (iv)   Executive's death; or

               (v)    the expiration of the term of Executive's employment with
                      the Company as specified in Section 2 hereof.

          (b)  The date upon which Executive's termination of employment with
the Company occurs shall be the "Termination Date."

     10.  Payments upon Termination of Employment.

          (a)  If Executive's employment with the Company is terminated:

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               (i)    by the Company (A) for any reason other than for Cause (as
                      defined below), or (B) by the delivery of a written notice
                      to Executive that the Company elects not to extend the
                      term of this Agreement, or

               (ii)   by Executive as a result of his resignation for Good
                      Reason (as defined below), or

               (iii)  by reason of Executive's Disability (as defined below),

the Company shall:

               (x)    pay to Executive as severance pay an amount equal to his
                      current base salary for the greater of (A) 6 months from
                      the Termination Date and (B) the remaining term of the
                      then current term of this Agreement (the "Severance
                      Period");

               (y)    if Executive elects to continue his group health insurance
                      coverage with the Company following the termination of his
                      employment with the Company, reimburse him for the full
                      cost of the premiums that he is required to pay to
                      maintain during the Severance Period such coverage at the
                      same level of coverage that was in effect as of the
                      Termination Date; and

               (z)    if Executive was employed by the Company hereunder for six
                      months or more of any fiscal year as of the Termination
                      Date, pay to Executive a pro rata portion (based on the
                      number of calendar days of employment during that fiscal
                      year) of any incentive compensation that would have been
                      payable to him for such fiscal year pursuant to Section
                      4(b) hereof as if Executive had been in the employ of the
                      Company for the full fiscal year. No incentive
                      compensation shall be payable to Executive with respect to
                      any fiscal year in which Executive was employed by the
                      Company hereunder for less than six months.

Any amount payable to Executive as severance pay or reimbursement for the cost
of the continuation of his group health insurance coverage hereunder shall be
subject to deductions and withholdings and shall be paid to Executive by the
Company in 6 (or such greater number of months as were remaining in the then
current term of this Agreement, as applicable) approximately equal monthly
installments commencing on the first normal payroll date of the Company
following the expiration of all applicable rescission provided by law and
continuing monthly thereafter. Any amount payable to Executive as incentive
compensation hereunder shall be paid to Executive by the Company in the same
manner and at the same time that incentive compensation payments are made to
current employees of the Company, but no earlier than the

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first normal payroll date of the Company following the expiration of all
applicable rescission periods provided by law.

The Company shall be entitled to cease making reimbursement payments to
Executive for the cost of the continuation of his group health insurance
coverage with the Company after the Termination Date if Executive becomes
eligible for comparable group health insurance coverage from any other employer.
For purposes of reduction of the Company's financial obligations to Executive
under this Section 10(a), Executive shall promptly and fully disclose to the
Company in writing the fact that he has become eligible for comparable group
health insurance coverage from any other employer, and Executive shall be liable
to repay any amounts to the Company that should have been so reduced but for
Executive's failure or unwillingness to make such disclosure.

          (b)  If Executive's employment with the Company is terminated by
reason of:

               (i)    Executive's abandonment of his employment or Executive's
                      resignation for any reason other than Good Reason,

               (ii)   termination of Executive's employment by the Company for
                      Cause,

               (iii)  Executive's death, or

               (iv)   the expiration of the term of Executive's employment with
                      the Company as specified in Section 2 hereof on account of
                      delivery of a written notice to the Company that Executive
                      elects not to extend the term of this Agreement,

the Company shall pay to Executive or his beneficiary or his estate, as the case
may be, his base salary through the Termination Date; provided, however, that in
the event of a termination by reason of Executive's death, if Executive was
employed by the Company hereunder for six months or more of any fiscal year as
of the Termination Date, pay to Executive a pro rata portion (based on the
number of calendar days of employment during that fiscal year) of any incentive
compensation that would have been payable to him for such fiscal year pursuant
to Section 4(b) hereof as if Executive had been in the employ of the Company for
the full fiscal year. No incentive compensation shall be payable to Executive
with respect to any fiscal year in which Executive was employed by the Company
hereunder for less than six months.

          (c)  "Cause" hereunder shall mean:

               (i)    an act or acts of dishonesty undertaken by Executive and
                      intended to result in substantial gain or personal
                      enrichment of Executive at the expense of the Company or
                      any of the Affiliates;

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               (ii)   unlawful conduct or gross misconduct that is willful and
                      deliberate on Executive's part and that, in either event,
                      is materially injurious to the Company or any of the
                      Affiliates;

               (iii)  the conviction of Executive of a felony;

               (iv)   failure of Executive to perform his duties and
                      responsibilities hereunder or to satisfy his obligations
                      as an officer or employee of the Company, which failure
                      has not seen cured by Executive within 15 days after
                      written notice thereof to Executive from the Company; or

               (v)    material breach of any terms and conditions of this
                      Agreement by Executive not caused by the Company, which
                      breach has not been cured by Executive within ten days
                      after written notice thereof to Executive from the
                      Company.

          (d)  "Good Reason" hereunder shall mean:

               (i)    material breach of any terms and conditions of this
                      Agreement by the Company not caused by Executive, which
                      breach has not been cured by the Company within ten days
                      after written notice thereof to the Company from
                      Executive; provided, however that under no circumstances
                      shall any reduction or modification which is allowed under
                      Section 10(d)(iii) be considered a material breach by the
                      Company of any of the terms and conditions of this
                      Agreement;

               (ii)   the relocation of Executive's office by more than 50 miles
                      from the Molalla, Oregon metropolitan areas without
                      Executive's prior written consent; or

               (iii)  a reduction of Executive's base salary or a material
                      modification to the incentive compensation plan attached
                      hereto as Exhibit A that decreases by a substantial amount
                      Executive's opportunity to earn incentive compensation,
                      unless such reduction is part of a general reduction in
                      the base salaries and/or incentive compensation plans for
                      all executive officers of the Company.

          (e)  "Disability" hereunder shall mean the inability of Executive to
perform on a full-time basis the duties and responsibilities of his employment
with the Company by reason of his illness or other physical or mental impairment
or condition, if such inability continues for an uninterrupted period of 180
days or more during any 360-day period. A period of inability shall be
"uninterrupted" unless and until Executive returns to full-time work for a
continuous period of at least 30 days.

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          (f)  In the event of termination of Executive's employment, the sole
obligation of the Company shall be its obligation to make the payments called
for by Sections 10(a) or 10(b) hereof, as the case may be, and the payment for
the value of any accrued, but unpaid vacation time and the Company shall have no
other obligation to Executive or to his beneficiary or his estate, except as
otherwise provided by law, under the terms of any other applicable agreement
between Executive and the Company or under the terms of any employee benefit
plans or programs then maintained by the Company in which Executive
participates.

          (g)  Notwithstanding the foregoing provisions of this Section 10, the
Company shall not be obligated to make any payments to Executive under Section
10(a) hereof unless Executive shall have signed a release of claims in favor of
the Company in a form to be prescribed by the Board, all applicable
consideration periods and rescission periods provided by law shall have expired
and Executive is in strict compliance with the terms of Sections 5, 7(a), 7(b),
7(c), 8(a), and 8(b) hereof as of the dates of the payments.

     11.  RETURN OF RECORDS AND PROPERTY. Upon termination of his employment
with the Company, Executive shall promptly deliver to the Company any and all
records and any and all property of the Company or any of the Affiliates in his
possession or under his control, including without limitation manuals, books,
blank forms, documents, letters, memoranda, notes, notebooks, reports,
printouts, computer disks, computer tapes, source codes, data, tables or
calculations and all copies thereof, documents that in whole or in part contain
any trade secrets or confidential, proprietary or other secret information of
the Company or any of the Affiliates and all copies thereof, and keys, access
cards, access codes, passwords, credit cards, personal computers, telephones and
other electronic equipment belonging to the Company or any of the Affiliates.

     12.  LITIGATION AND REGULATORY COOPERATION. During and after the
Executive's employment, the Executive shall cooperate fully with the Company in
the defense or prosecution of any claims or actions now in existence or which
may be brought in the future against or on behalf of the Company which relate to
events or occurrences that transpired while the Executive was employed by the
Company. The Executive's full cooperation in connection with such claims or
actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of
the Company at mutually convenient times. During and after the Executive's
employment, the Executive also shall cooperate fully with the Company in
connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Executive was employed by the Company. The
Company shall reimburse the Executive for any reasonable out-of-pocket expenses
incurred in connection with the Executive's performance of obligations pursuant
to this Section 12. If the Company seeks the Executive's cooperation pursuant to
this Section 12 more than three (3) years following his or her termination from
employment with the Company, the Company and the Executive shall mutually agree
upon a pier diem for time spent by the Executive fulfilling his or her
obligation under this subsection. No pier diem shall be payable to the
Executive, however, for any time spent providing testimony under oath.
Executive's cooperation with the Company shall

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be limited to reasonable amounts of time which do not unreasonably hamper his
abilities to be gainfully employed, provided that such employment is not in
breach of this Agreement.

     13.  Remedies.

          (a)  REMEDIES. Executive acknowledges that it would be difficult to
fully compensate the Company for monetary damages resulting from any breach by
him of the provisions of Sections 5, 7 and 8 hereof. Accordingly, in the event
of any actual or threatened breach of any such provisions, the Company shall, in
addition to any other remedies it may have, be entitled to injunctive and other
equitable relief to enforce such provisions, and such relief may be granted
without the necessity of proving actual monetary damages.

          (b)  ARBITRATION. Except for disputes arising under Sections 5, 7 or 8
hereof, all disputes involving the interpretation, construction, application or
alleged breach of this Agreement and all disputes relating to the termination of
Executive's employment with the Company shall be submitted to final and binding
arbitration in Portland, Oregon. The arbitrator shall be selected and the
arbitration shall be conducted pursuant to the then most recent Employment
Dispute Resolution Rules of the American Arbitration Association. The decision
of the arbitrator shall be final and binding, and any court of competent
jurisdiction may enter judgment upon the award. All fees and expenses of the
arbitrator shall be shared equally by Executive and the Company. The arbitrator
shall have jurisdiction and authority to interpret and apply the provisions of
this Agreement and relevant federal, state and local laws, rules and regulations
insofar as necessary to the determination of the dispute and to remedy any
breaches of the Agreement and/or violations of applicable laws, but shall not
have jurisdiction or authority to award punitive damages or alter in any way the
provisions of this Agreement. The arbitrator shall have the authority to award
attorneys' fees and costs to the prevailing party. The parties hereby agree that
this arbitration provision shall be in lieu of any requirement that either party
exhaust such party's administrative remedies under federal, state or local law.

     14.  Miscellaneous.

          (a)  GOVERNING LAW. All matters relating to the interpretation,
construction, application, validity and enforcement of this Agreement shall be
governed by the laws of the State of Minnesota without giving effect to any
choice or conflict of law provision or rule, whether of the State of Minnesota
or any other jurisdiction, that would cause the application of laws of any
jurisdiction other than the State of Minnesota.

          (b)  AMENDMENT OF ORIGINAL AGREEMENT; ENTIRE AGREEMENT. The Company
and the Executive hereby agree that the Original Agreement is hereby amended and
restated in its entirety on the terms and conditions set forth herein. This
Agreement contains the entire agreement of the parties relating to the subject
matter of this Agreement and supersedes all prior agreements and understandings
with respect to such subject matter, and the parties hereto have made no
agreements, representations or warranties relating to the subject matter of this
Agreement that are not set forth herein.

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          (c)  AMENDMENTS. No amendment or modification of this Agreement shall
be deemed effective unless made in writing and signed by the parties hereto.

          (d)  NO WAIVER. No term or condition of this Agreement shall be deemed
to have been waived, except by a statement in writing signed by the party
against whom enforcement of the waiver is sought. Any written waiver shall not
be deemed a continuing waiver unless specifically stated, shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.

          (e)  ASSIGNMENT. This Agreement shall not be assignable, in whole or
in party, by either party without the written consent of the other party, except
that the Company may, without the consent of Executive, assign its rights and
obligations under this Agreement to any corporation or other business entity (i)
with which the Company may merge or consolidate, (ii) to which the Company may
sell or transfer all or substantially all of its assets or capital stock, or
(iii) of which 50% or more of the capital stock or the voting control is owned,
directly or indirectly, by the Company. After any such assignment by the
Company, the Company shall be discharged from all further liability hereunder
and such assignee shall thereafter be deemed to be the "Company" for purposes of
all terms and conditions of this Agreement, including this Section 14.

          (f)  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and such counterparts executed and delivered, each as an original,
shall constitute but one and the same instrument.

          (g)  SEVERABILITY. Subject to Section 7(e) hereof, to the extent that
any portion of any provision of this Agreement shall be invalid or
unenforceable, it shall be considered deleted herefrom and the remainder of such
provision and of this Agreement shall be unaffected and shall continue in full
force and effect.

          (h)  CAPTIONS AND HEADINGS. The captions and paragraph headings used
in this Agreement are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement or any of the provisions
hereof.

                            [SIGNATURE PAGE FOLLOWS]

                                       12
<Page>

          IN WITNESS WHEREOF, Executive and the Company have executed this
Agreement as of the date set forth in the first paragraph.


                                        BRENTWOOD ACQUISITION CORP.


                                        By: /s/ John Fitzpatrick
                                        ---------------------------
                                        Name: John Fitzpatrick
                                        Title: President


                                        By: /s/ Robert Bennett
                                        ---------------------------
                                        Name: Robert Bennett