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                                  BUY-SELL AGREEMENT





     This BUY-SELL AGREEMENT (this "AGREEMENT") is dated as of October 2, 

1998, by and among D and W Holdings, Inc., a Delaware corporation (the 

"COMPANY"), Cliff Darby (the "STOCKHOLDER"), and for the purposes of agreeing 

to and acknowledging the provisions of Section 3.4 of this Agreement, GE 

Investment Private Placement Partners II, a Limited Partnership, a Delaware 

limited partnership ("GEIPPPII").



     WHEREAS, pursuant to that certain Contribution and Subscription Agreement

between, among others, the Stockholder and the Company, of even date herewith,

the Stockholder is acquiring 1,059,153 shares of the Common Stock,

par value $0.01 per share, of the Company (the "SHARES") and options to purchase

832,314 shares of Common Stock in exchange for options to purchase common stock

of Door Holdings, Inc. (the "ROLLOVER OPTIONS"); and



     WHEREAS, in connection with the execution of the Contribution and

Subscription Agreement, the Company and the Stockholder have agreed to enter

into a Buy-Sell Agreement in the form hereof with respect to the Shares, the

Rollover Options, shares of Common Stock received upon exercise of Rollover

Options ("Option Shares") and any Common Stock or Common Stock Equivalents

otherwise held by the Stockholder;



     NOW, THEREFORE, in consideration of the mutual promises and agreements set

forth herein, the Company and the Stockholder agree as follows:



DEFINITIONS.  As used herein, the following terms shall have the meanings

specified below:



          "ACT" has the meaning specified in Section 4.1(a) hereof.



          "AFFILIATE" means, as to any Person, a Person that directly, or

     indirectly through one or more intermediaries, controls or is controlled

     by, or is under common control with, such Person.



          "BOARD" means the Board of Directors of the Company.



          "CALL NOTICE" has the meaning specified in Section 2.2 hereof.



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          "CAUSE" means termination by action of the Board of Directors because

     of: (a) the Stockholder's conviction of, or plea of nolo contendere to, a

     felony or a crime involving moral turpitude; (b) the Stockholder's personal

     dishonesty, incompetence, willful misconduct, willful violation of any law,

     rule or regulation (other than minor traffic violations or similar

     offenses) or breach of fiduciary duty which involves personal profit; (c)

     the Stockholder's commission of material mismanagement in the conduct of

     his duties as assigned to him by the Board of Directors or the

     Stockholder's supervising officer or officers of the Company or any Related

     Entity; (d) the Stockholder's willful failure to execute or comply with the

     policies of the Company or any Related Entity or his stated duties as

     established by the Board of Directors or the Stockholder's supervising

     officer or officers of the Company or any Related Entity, or the

     Stockholder's intentional failure to perform the Stockholder's stated

     duties; or (e) substance abuse or addiction on the part of the Stockholder.

     Notwithstanding the foregoing, in the event that the Stockholder is at any

     time subject to an employment agreement with the Company or any Related

     Entity that contains a definition of "Cause" (or any similar definition),

     then during the term of such employment agreement the definition contained

     in such employment agreement shall, for all purposes of this Agreement, be

     the applicable definition of "Cause" hereunder.



          "CHANGE OF CONTROL" means the first to occur of the following events:

     (i) any sale, lease, exchange or other transfer (in one transaction or

     series of related transactions) of all or substantially all of the assets

     of the Company (including the capital stock or assets of its operating

     subsidiaries) to any Person or group of related Persons for purposes of

     Section 13(d) of the Exchange Act (a "Group"), (ii) a majority of the Board

     shall consist of Persons who are not nominated collectively by Ardshiel,

     Inc. and its Affiliates and GEIPPPII; or (iii) the acquisition by any

     Person or Group (other than GEIPPPII, Ardshiel and their Affiliates),

     together with their associates and Affiliates, of the power, directly or

     indirectly, to vote or direct the voting of securities having more than 50%

     of the ordinary voting power for the election of directors of the Company.



          "COMMON STOCK" means the Company's authorized Common Stock,

     $0.01 par value per share, and any other stock of the Company which is (a)

     not preferred as to dividends or assets over any class of stock of the

     Company, (b) not subject to redemption, and (c) issued to the holders of

     shares of Common Stock upon any reclassification thereof.



          "COMMON STOCK EQUIVALENTS" means, without duplication with any other

     Common Stock or common stock equivalents, any rights, warrants, options,



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     convertible securities or indebtedness, exchangeable securities or

     indebtedness, or other rights, exercisable for or convertible or

     exchangeable into, directly or indirectly, Common Stock of the Company and

     securities convertible or exchangeable into Common Stock of the Company,

     whether at the time of issuance or upon the passage of time or the

     occurrence of some future event.

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