**Exhibit 10.33**REPURCHASE AGREEMENT     This Repurchase Agreement (this “Agreement”) is made and entered into as of January 2,2006, by and between Kenneth L. Bloom (the “Employee”) and AMH Holdings II, Inc., aDelaware corporation (the “Company”).     WHEREAS, pursuant to an Employment Agreement, dated as of August 21, 2002, as amended by anAmended and Restated Employment Agreement, dated as of July 27, 2004, each between the Employee andAssociated Materials Incorporated, a Delaware corporation and a wholly-owned subsidiary of theCompany (“AMI”), the Employee was employed as an executive officer of AMI;     WHEREAS, pursuant to an Associated Materials Holdings Inc. Stock Option Award Agreement, datedSeptember 4, 2002 (the “2002 Award Agreement”), between the Employee and AssociatedMaterials Holdings Inc. (“AMHI”), the Employee was awarded options to purchase shares ofthe common and preferred stock of AMHI, subject to the terms and conditions of the 2002 AwardAgreement and of the Associated Materials Holdings Inc. 2002 Stock Option Plan (the “2002Option Plan”).     WHEREAS, in connection with two recapitalization transactions that closed on March 4, 2004 andDecember 22, 2004, respectively, (i) AMH Holdings, Inc., a Delaware corporation (“AMH”) wasestablished as the direct parent company AMHI, (ii) the Company was established as the directparent company of AMH, (iii) all of the currently outstanding shares of stock issued to theEmployee upon the exercise of options granted pursuant to the 2002 Award Agreement have becomeshares of the Class B, Series II (Non-Voting) Common Stock of the Company (“B-II Company CommonStock”), (iv) the Employee has agreed, pursuant to an Agreement dated as of December 22, 2004,to exchange all of the shares of stock issuable upon the exercise of his currently unexercisedoptions granted pursuant to the 2002 Award Agreement for shares of B-II Company Common Stock and(v) pursuant to an AMH Holdings II, Inc. Stock Option Award Agreement, dated December 22, 2004 (the“2004 Award Agreement” and, together with the 2002 Award Agreement, the “AwardAgreements”), between the Employee and the Company, the Employee was granted options topurchase additional shares of B-II Company Common Stock, subject to the terms and conditions of the2004 Award Agreement and of the AMH Holdings II, Inc. 2004 Stock Option Plan (the “2004 OptionPlan”);     WHEREAS, the Employee voluntarily terminated his employment by AMI and all of its affiliateson October 21, 2005;     WHEREAS, pursuant to Section 5 each Award Agreement, upon the termination under anycircumstances of the Employee’s employment with the Company or any of its affiliates, the Companyhas the right to repurchase any or all of the outstanding shares of stock issued upon the exerciseof any options granted pursuant to the applicable Award Agreement, for a purchase price equal tothe lesser of the fair market value thereof and the purchase price paid therefor by the Employee,in the case of a termination by the Employee;
 

 
     WHEREAS, the Compensation Committee of the Board of Directors of the Company has determinedthat the fair market value of the B-II Company Common Stock is currently $0.00 per share (the“Current FMV”); and     WHEREAS, in accordance with Section 5(a) of each Award Agreement, the Company has previouslydelivered written notice to the Employee of its intent to repurchase all of the shares of B-IICompany Common Stock owned beneficially and of record by the Employee for a purchase price equal tothe Current FMV, and the Company and the Employee desire to enter into this Agreement to effectsuch repurchase, in accordance with Section 5(b) of each Award Agreement.     NOW, THEREFORE, the parties hereto agree as follows:     1. Repurchase of B-2 Company Common Stock; Waiver of Option Exercise.     (a) The Employee hereby acknowledges and agrees that the Current FMV represents the currentfair market value of the B-II Company Common Stock as of the date hereof and accordingly, pursuantto Section 5(b) of each applicable Award Agreement, does hereby sell, assign, transfer and conveyunto the Company,                     shares of B-II Company Common Stock, such shares constituting all of thecurrently outstanding shares of capital stock of the Company issued upon the exercise of optionsgranted pursuant to either of the Award Agreements, as applicable (collectively the“Repurchased Stock”). Contemporaneously with the execution and delivery of this Agreement,the Employee shall deliver to the Company any and all stock certificates representing theRepurchased Stock, together with duly executed stock powers endorsed in blank or such otherinstruments of transfer as are reasonably acceptable to the Company.     (b) The Employee hereby notifies the Company that he will not exercise any outstanding optionswhich are currently exercisable pursuant to the terms of either Award Agreement, hereby waives anyapplicable post-termination exercise period in respect of such options as provided in Section 2(d)of the applicable Award Agreement, and hereby agrees that all of such unexercised options arehereby unconditionally and irrevocably forfeited by the Employee.     2. Representations and Warranties of the Employee.     The Employee hereby represents and warrants to the Company as follows:     (a) The Employee has the legal capacity to execute this Agreement and to consummate thetransactions contemplated hereby. The Employee has duly executed and delivered this Agreement andthis Agreement constitutes a legal, valid and binding obligation of the Employee, enforceableagainst the Employee in accordance with its terms, except as such enforceability may be limited bybankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting theenforcement of creditors’ rights generally and general equitable principles.
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     (b) Neither the execution and delivery by the Employee of this Agreement, nor the consummationof the transactions contemplated hereby, nor compliance by the Employee with any of the provisionshereof, will conflict with or result in any violation of or default under, or give rise to a rightof termination, cancellation or acceleration of any obligation or loss of a material benefit under,(a) any judgment or law applicable to the Employee or (b) any material contract to which theEmployee is a party or by which any of his assets or property are bound.     (c) The Employee is the sole record and beneficial owner of, and possesses good and marketabletitle to, all of the Repurchased Stock, free and clear of any and all liens, security interests,charges, pledges, encumbrances, restrictions, claims or interests of any kind or nature. TheRepurchased Stock constitutes all of the shares of capital stock of the Company or any of itsaffiliates owned of record or beneficially by the Employee or any other person or entity claimingthrough the Employee.     3. Representations and Warranties of the Company.     The Company hereby represents and warrants to the Employee as follows:     (a) The Company has been duly incorporated, is validly existing and in good standing under thelaws of its jurisdiction of incorporation, with all requisite corporate power and authority to ownits properties and conduct its business as now conducted.     (b) The Company has all requisite power and authority to execute this Agreement and consummatethe transactions contemplated hereby. The execution and delivery by the Company of this Agreementand the consummation of the transactions contemplated hereby have been duly authorized by allnecessary corporate action of the Company. The Company has duly executed and delivered thisAgreement and this Agreement constitutes its legal, valid and binding obligation, enforceableagainst the Company in accordance with its terms, except as such enforceability may be limited bybankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar lawsaffecting the enforcement of creditors’ rights generally and by general equitable principles.     (c) The execution and delivery by the Company of this Agreement does not, and the consummationof the transactions contemplated hereby and compliance by the Company with the terms hereof willnot, conflict with or result in any violation of any provision of (i) the certificate ofincorporation or by-laws of the Company or (ii) any judgment or law applicable to the Company orits properties or assets.     4. Tax Matters. The Employee shall be solely responsible for, and shall indemnify,defend and hold harmless the Company and each of its affiliates (and their respective officers,directors, employees and members) for, any liability associated with federal, state or local incometax withholding and employment tax withholding in respect of the Employee or his transferees(including all interest, penalties and additions to tax with respect thereto) resulting from, orarising with respect to, the issuance to the Employee (or transfer to any such transferee) of anyequity interests in the Company or any of its affiliates, whether acquired by purchase from theCompany or otherwise, or the holding by the Employee or his transferees of any such equityinterests.
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     5. Successors and Assigns. All covenants and agreements contained in this Agreementby or on behalf of any of the parties hereto shall bind and inure to the benefit of the respectivesuccessors and permitted assigns of the parties hereto whether so expressed or not.     6. Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be prohibited by or invalid under applicable law, such provision shallbe ineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of this Agreement.     7. Counterparts. This Agreement may be executed simultaneously in two (2) or morecounterparts, each of which shall constitute an original, but all of which taken together shallconstitute one and the same Agreement.     8. Descriptive Headings. The descriptive headings of this Agreement are inserted forconvenience only and do not constitute a part of this Agreement.     9. Governing Law. This Agreement, and the legal relations between the parties hereto,shall be governed by and construed in accordance with the laws of the State of New York applicableto agreements executed and to be performed solely within such state.     10. Notices. All notices and other communications under this Agreement shall be inwriting and shall be deemed given (i) when delivered by hand, (ii) when transmitted by prepaidcable, telex or telecopier (provided that a copy is sent at about the same time by registered mail,return receipt requested), or (iii) three (3) days after mailing, if sent by Express Mail, Fed Exor other express delivery service to the addressee at the following addresses or telecopier numbers(or to such other address or telecopier number as a party may specify by notice given to the otherparty pursuant to this provision):If to the Employee to:Mr. Kenneth L. Bloom