**SUPPLY AGREEMENT**ThisSupply Agreement and attached schedules (this “Agreement”), dated as of February 1,2007, by and between PGT Industries, Inc., a Florida corporation (“PGT”), and Indalex, Inc., acorporation (“Supplier”). 1. Term. This Agreement shall be effective from the date first written aboveuntil January 31, 2009 (the “Term”). This Agreement shall be effective and supersede allother such agreements when signed by authorized personnel for both companies. 2. Definitions. a) “Confidentiality Agreement” shall mean that certain ConfidentialityAgreement, dated the date hereof, by and between the parties hereto, substantiallyin the form attached as Schedule A.  b) “Delivery” shall mean the point in time when Products are tendered bySupplier, and accepted by PGT, at its Nokomis Plant or Salisbury Plant.  c) “Price” shall mean the total transactional cost of materials with orwithout freight as agreed in the FOB section.  d) “Material Certificate” shall mean documentation confirming adherenceto material and/or performance specifications.  e) “Material Safety Data Sheet” shall mean documentation in conformanceto OSHA requirements that shall provide detailed information on each hazardouschemical, including its potential hazardous effects, its physical and chemicalcharacteristics, and recommendations for appropriate protective measures.  f) “Nokomis Plant” shall mean PGT’s place of business located at 1070Technology Drive, Nokomis, FL 34275.  g) “Salisbury Plant” shall mean PGT’s place of business located at 2121Heilig Road, Salisbury, NC 28146.  h) “Products” shall mean goods produced by Supplier and purchased byPGT, as contemplated by this Agreement and listed on a Purchase Order, ScheduledOrder Release, and/or Demand Planning System (“DPS”).  i) “Specifications” shall mean specifications, drawings, requirements,performance and/or functions, relating to the Products.
1

 
 3. Representations and Warranties. a) Supplier represents and warrants that Products shall comply withSpecifications.  b) Supplier warrants that Products will conform to such Specificationsand will be free from all defects in material and workmanship. Supplier shall beresponsible for the transport of non-conforming Products as reported through theDefective Material Reporting process (“DMR”).  c) Supplier represents and warrants that, upon transfer of ownership asdefined in the Delivery section of this Agreement, Supplier shall pass to PGT, andPGT shall receive, good and marketable title to such Products, free and clear ofall liens, claims, security interests pledges, charges, mortgages, deeds oftrusts, options, or other encumbrances of any kind.  d) Each party represents, warrants and covenants that: (i) it is andshall be at all times a legal entity validly existing under the laws of itsjurisdiction with the corporate or other power to own all of its properties andassets and to carry on its business as it is currently being conducted; (ii) ithas the corporate or other power to execute and deliver this Agreement and toperform its obligations hereunder; (iii) its officer executing this Agreement isduly authorized to execute and deliver this Agreement on its behalf, and nofurther corporate or other proceedings are necessary with respect thereto; (iv) itis not required, in connection with execution and delivery of this Agreement orthe performance of its obligations hereunder, to obtain the consent of any thirdparty; and (v) the execution and delivery of this Agreement and performance of itsobligations hereunder do not (A) violate any provision of its articles ofincorporation or by-laws or equivalent organizational documents as currently ineffect, or (B) conflict with, result in a breach of, constitute a default under(or an event which, with notice or lapse of time or both, would constitute adefault under), accelerate the performance required by, result in the creation ofany lien upon any of its properties or assets under, or create in any party theright to accelerate, terminate, modify, or cancel, or require any notice under,any contract to which it is a party or by which any of its properties or assetsare bound.  e) Each party has agreed to the terms of a Confidentiality Agreement,the terms of which are incorporated in this Agreement, substantially in form setforth in Schedule A.
2

 
 4. Pricing and Payment. a) Pricing shall remain firm throughout the Term as shown onSchedule B.  b) Supplier agrees that if, during the term of this Agreement, it sellsor delivers material named herein of comparable quality, service and amounts toany other customer at some price that results in a total price lower than thePrice in effect hereunder, it will offer to sell to PGT the same material at thesame terms and conditions.  c) Invoices shall be rendered separately for each delivery and/orpurchase order and shall include PGT’s part number, quantity ordered, quantityshipped, unit price, and extended value.  d) No additional surcharges, packaging, loading, handling fees, oradditional charges of any kind will be paid by PGT unless specifically addressedin Schedule or agreed to and signed by the signatories to this Agreement or dulyauthorized officer. 5. Purchase Orders. a) From time to time during the Term, PGT shall order Products fromSupplier pursuant to and in accordance with separate PGT standard purchase ordersor other related documentation (collectively, the “Purchase Orders”). SuchPurchase Orders shall specify quantities of the Product, shipping instructions,delivery date(s), and detailed instructions for the delivery of the Goods (withrelease schedules, delivery orders or equivalent notices). Each Purchase Orderexecuted by the parties shall be binding upon Supplier and PGT and shall be deemedto constitute a part of this Agreement as if fully set forth herein, and all termsand conditions of this Agreement shall be deemed to apply to the subject matter ofsuch Purchase Order as if fully set forth therein.  b) Each Purchase Order issued outside of the electronic DPS shallcontain specific instructions regarding whether the shipment is to be delivered tothe Nokomis Plant or the Salisbury Plant. PGT shall provide detailed instructionsfor the delivery of the Products (with release schedules, delivery orders,Purchase Orders or equivalent notices).  c) Supplier will confirm every Purchase Order in writing to PGT withintwo business days.  d) Supplier hereby agrees to maintain a reserve supply of raw materialsequal to one month’s consumption volume per each specification or a largerquantity, at the Supplier’s discretion and risk, which Supplier determines
3

 
   may be necessary to meet PGT’s Product requirements. PGT understands that costsassociated with inaccurate forecasts are substantial to Indalex.  e) For planning purposes, a three-month rolling forecast will beprovided by PGT, on the 1st of each month, where the consumptionvolumes will be estimated by pounds, alloys, and paint profile. Any quantityestimates or purchase forecasts provided by PGT are for planning purposes only anddo not constitute an order for material or Products. 6. Delivery. a) The Products shall be delivered as specified on the PGT purchaseorder or as required under the DPS program.  b) With each shipment of Products, Supplier will deliver a packing listor an electronic Advanced Shipping Notice (“ASN”) containing the followinginformation:         i. Purchase Order number     ii. PGT part number     iii. Quantity ordered/Quantity shipped   c) Lead time is 10 days from receipt of Purchase Order for delivery tothe Nokomis Plant and 10 days from receipt of Purchase Order for delivery to theSalisbury Plant.  d) Complete on-time deliveries are a critical element of this Agreement.Supplier has demonstrated and agrees to maintain its current complete and on timedelivery performance of 95% or above. Supplier understands that costs associatedwith late deliveries to PGT are substantial.  e) Products shall be shipped F.O.B. Destination, either the NokomisPlant or the Salisbury Plant, and Supplier shall be responsible for all insurancecosts, freight charges and import and/or export fees, duties, demurrage, taxes,etc. incurred on any shipment. This Agreement will apply to any purchases somade. Title and risk of loss remain with the Supplier until Delivery.  f) Adjustments to on hand inventory within the DPS cause unusual demandand pressure on the system. PGT agrees to use commercially reasonable efforts tominimize these adjustments by implementing more accurate controls. 7. Certification and Quality Assurance. Supplier acknowledges that PGT may askSupplier to participate in a Quality Assurance audit which may include, but not be limitedto, on-site Quality Assessment review, corrective action record review,
4

 
   Supplier’s Quality Assurance Manual review, and/or reviewing preventative maintenancerecords. Additionally, periodic supplier performance evaluations may be performed, thepurpose of which will be to assess Supplier’s quality as it relates to, among other things,on-time deliveries, packaging, service/warranty, and non-conforming materials as reportedthrough PGT’s DMR Process.  8. Defective Material. Supplier shall use all reasonable commercial efforts toensure quality and conformance to material and performance specifications. Supplier willpromptly issue credit for non-conforming materials at the full Price for materialsreturned or for Price less scrap value on materials agreed to be scrapped locally. Scrapvalue shall be based on actual expense and/or rebate incurred. Supplier shall providecorrective action documentation to PGT on Defective Materials reported during the term ofthis agreement as requested. The parties further agree to a Quality Improvement Programas defined in Schedule.  9. Manufacturing Alterations. Any and all modifications in composition, design,or manufacturing process (collectively, “Modifications”) must be approved by PGT, inwriting, prior to implementation by Supplier. At its sole and absolute discretion, PGTmay require samples for testing prior to approving any such Modifications.  10. Warranty. Supplier agrees to warrant Products against manufacturing paintdefects for the greater of: (i) a period of time equal to or greater than the warrantyperiod prescribed by applicable statute and governing the PGT product into which suchProducts are incorporated; and (ii) 1 year from date possession of such PGT products istaken by the end-user; and (iii) 10 years from date possession of such PGT products istaken by the end-user where powder applied paint with 10-year was specified; or (iv)warranty duration as stated on special custom orders. Supplier will participate ratablyin all costs associated with non-conforming products including, but not limited to,replacement of the defective component or assembly and field service expenses to repair orreplace affected materials during the stated warranty period. Supplier agrees to warrantProducts supplied will comply with the Aluminum Association Standards for such Products.  11. Tooling. Dies and/or back-up dies manufactured to produce PGT’s extrusionsshall be used only for providing finished goods exclusively to PGT. Designs are theproperty of PGT.  12. Indemnification. a) Supplier agrees to indemnify and hold harmless PGT, along with itsemployees, dealers, distributors, affiliates, and other agents (collectively,
5

 
   the “Indemnified Parties”), from and against any claim asserted by any third partyfor damage to that third party’s property, or for bodily injury, or both, arisingout of or in connection with Products provided by Supplier. Supplier’s obligationsto defend and indemnify shall apply regardless of whether the claim is based onbreach of warranty, breach of contract, negligence, strict liability, or any othertort. The obligations to defend and indemnify are in addition to the obligationsSupplier already has under the terms of its warranty. The term “claim” includes,but is not limited to, allegations, notices, lawsuits, judgments, and settlements.It also includes an obligation on the part of Supplier to indemnify any Indemnifiedparty for costs, expenses, attorneys’ fees, and other costs incurred in connectionwith the defense of any claim that is covered by this provision. PGT may, at itsdiscretion, assist with the defense and be represented by its own counsel inconnection with any such proceedings.  b) Supplier will defend, indemnify and hold the Indemnified Partiesharmless against losses, liabilities, costs, actions, claims and other obligationsand proceedings, including but not limited to all reasonable attorney’s fees,court costs and remedial costs incurred, that arise out of, or are in connectionwith, any failure of the Products. 13. Termination. This Agreement may be terminated by either party in the eventthat: a) The other party makes a general assignment for the benefit ofcreditors;  b) The other party becomes insolvent, or voluntary or involuntaryproceedings are instituted by or against such party under any federal, state, orother bankruptcy or insolvency laws and such proceedings are not terminated withinninety (90) days, or a receiver is appointed for such party;  c) The other party ceases to function as a going concern;  d) The other party fails to perform any material provision of thisAgreement and does not cure such failure within a period of thirty (30) days afterreceipt of written notice from the other party specifying such failure and statingits intention to terminate this Agreement if such failure is not cured; or  e) Performance of this Agreement is suspended by the other party inaccordance with Section 14 (a) below, and it appears that such performance will bedelayed for more than six (6) months. 14. Miscellaneous. a) Force Majeure. No party to this Agreement shall be liable fornon-performance hereunder resulting from: severe weather conditions; war; riots;civil disorder; earthquakes; any law, order, proclamation, regulation,
6

 
 ** ** ordinance, demand or requirement of any governmental agency; or any other conditionor occurrence whatsoever beyond the control of such party, but only to the extentperformance hereunder is prevented by any such condition. If the performance ofthis Agreement is prevented by reason of any such event, (a) the party whoseperformance is prevented, shall give prompt written notice to the other party ofthe event and shall be excused from performance, but only to the extent prevented;provided, however, that the party whose performance is prevented shall take allsteps to avoid or remove such causes of nonperformance and shall continueperformance whenever and to the extent possible; and (b) if it appears that a timefor delivery or performance scheduled pursuant to this Agreement will be delayedfor more than six (6) months, the party receiving notice under subsection (a) aboveshall have the right to terminate, by written notice to the other party, anyportion of this Agreement covering the prevented performance, and the obligationsand liabilities of both parties with respect to such portion of the Agreement shallthereupon lapse and terminate, except to the extent such obligations or rights areintended to survive pursuant to this Agreement.  b) Assignment. Neither this Agreement nor any of the rights,interests or obligations hereunder shall be transferred, assigned or delegated bySupplier, in whole or in part, without the prior written consent of PGT, and anyattempt to make any such transfer, assignment or delegation without such consentshall be null and void. This Agreement shall be binding upon and inure to thebenefit of and be enforceable by the successors, legal representatives andpermitted assigns of the Parties hereto.  c) Contractor Status. The parties are and shall remainindependent contractors with respect to each other, and nothing in this Agreementshall be construed to place the Parties in the relationship of partners, jointventures, fiduciaries or agents, nor grant any right or authority to assume orcreate an obligation or responsibility, express or implied, on behalf of or in thename of the other or bind the other in any manner whatsoever.  d) Modification and Waiver. No modification, amendment orwaiver of any provision of this Agreement shall be valid or binding unless inwriting and executed by both of the parties. Any other purported modification,amendment or waiver of any provision of this Agreement shall be null and void. Nowaiver by either party of any breach, or the failure of either party to enforceany of the terms and conditions of this Agreement, shall affect, limit or waivethat party’s right to enforce and compel compliance with all terms and conditionsof this Agreement, or to terminate this Agreement according to its terms.  e) Invalidity or Illegality. In the event any provision of thisAgreement is declared to be void, invalid or unlawful by any court or tribunal of
7

 
   competent jurisdiction, such provision shall be deemed severed from the remainderof this Agreement and the balance shall remain in full force and effect. Theparties shall undertake to replace the invalid, ineffective, or unenforceableprovisions with valid, effective, and enforceable provisions, which, in theircommercial effect, approximate as closely as possible the intentions of the partiesas expressed in the invalid, ineffective, or unenforceable provisions.  f) Notices. All notices given hereunder shall be in writing andshall be deemed to have been duly given if delivered personally with receiptacknowledged or sent by registered or certified mail, if available, return receiptrequested, or by facsimile, or by recognized overnight courier for next daydelivery, addressed or sent to the Parties at the following addresses andfacsimile numbers or to such other additional address or facsimile number as anyparty shall hereafter specify by notice to the other party:         i. If to PGT, to:             PGT Industries, Inc.      1070 Technology Drive      Nokomis, FL 34275      Attention: Corporate Counsel      Facsimile: (941) 486-8634           ii. If to the Supplier, to:             Indalex, Inc.      2605 Old Oakwood Road      Gainesville, GA 30504      Attention: Vice President Sales      Facsimile: (770) 534-1436   g) Headings. Section headings contained herein are forconvenience only and shall not affect the interpretation hereof.  h) Counterparts. The parties may execute any number ofcounterparts to this Agreement, each of which shall be an original instrument, butall of which taken together shall constitute one and the same Agreement. Signedfacsimile copies of this Agreement will bind the Parties to the same extent asoriginal documents.  i) Entirety. This Agreement, which includes the recitals,schedules, Purchase Orders, exhibits and annexes attached or subsequentlyincorporated in this Agreement, constitutes the entire understanding and agreementbetween the Parties regarding the subject matter set forth
8

 
   herein, and supersedes all prior or contemporaneous agreements, oral or written,made between the Parties relating such subject matter.  j) Agreement Precedence. For their convenience, the Parties mayuse, from time to time, their standard Purchase Orders, confirmations, site levelexecution agreements, sales releases, delivery schedules, acknowledgments,invoices and other similar preprinted forms. In the event of a conflict betweenthis Agreement and any of these documents that purport to govern the same mattersset forth herein, this Agreement shall prevail unless the other document (i) isexecuted and delivered by both parties hereto in writing subsequent to the date ofthis Agreement, (ii) specifically refers to this Agreement and to this Section,and (iii) indicates that it is intended to, and shall take precedence over, thisAgreement.  k) Governing Law. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Florida, without regard tothe conflict of laws principles thereof (other than its conflict of law principlesto the extent that the application of the laws of another jurisdiction would berequired thereby). Each Party hereby waives, to the fullest extent permitted byapplicable law, any right it may have to a trial by jury in respect of anylitigation or legal proceeding directly or indirectly arising out of, under or inconnection with this Agreement or the transactions contemplated hereunder.  l) Survival Provisions**.**Neither the expiration nor terminationof this Agreement shall affect such of the provisions of this Agreement asexpressly provide that they will operate after any such expiration or termination.  m) Personal Protective Equipment. Suppliers and subcontractorsmust wear appropriate personal protective equipment (PPE) when visiting any ofPGT’s manufacturing facilities.  n) Insurance. Supplier shall maintain worker’s compensation andemployer’s liability for its employees and sub-contractors, commercial generalliability insurance (including products liability), automobile liability insurancewith minimum limits of bodily injury or death, one person $1,000,000.00; eachoccurrence, $1,000,000.00; property damage, each occurrence, $1,000,000.00.**[SIGNATURE PAGE FOLLOWS]**
9

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and deliveredby persons authorized on their respective behalf, effective as of the date first set forth above.         PGT INDUSTRIES, INC.                          Name: