ADVISORY AGREEMENT



         ADVISORY AGREEMENT (this "AGREEMENT"), dated as of February 12, 2004,

between PLY GEM INDUSTRIES, INC., a Delaware corporation (the "COMPANY") and

CXCIC LLC, a Delaware limited liability company ("CIC").



         WHEREAS, pursuant to a Stock Purchase Agreement, dated as of December

19, 2003 (the "STOCK PURCHASE AGREEMENT"), among Ply Gem Investment Holdings,

Inc., f/k/a CI Investment Holdings, Inc., (the "PARENT"), Nortek, Inc. and WDS

LLC (together with Nortek, Inc., the "SELLERS"), the Sellers have agreed to

sell, upon the terms and subject to the conditions set forth therein, all of the

outstanding shares of stock of the Company to the Parent (the "ACQUISITION");



         WHEREAS, simultaneously with the execution and delivery of this

Agreement, the Parent, through its wholly owned subsidiary, Ply Gem Holdings,

Inc., is consummating the Acquisition;



         WHEREAS, the Company desires for CIC to provide certain ongoing

advisory and management services to the Company, and CIC is willing to provide

such services subject to the terms and conditions contained herein; and



         WHEREAS, all capitalized terms used in this Agreement but not otherwise

defined herein shall have the meaning ascribed to them in the Stock Purchase

Agreement.



         NOW, THEREFORE, for good and valuable consideration, the receipt of

which is hereby acknowledged, the parties hereto agree as follows:



         SECTION 1.        SERVICES. During the term of this Agreement, CIC

shall provide such acquisition and financial advisory services to the Company

and its subsidiaries as the Board of Directors of the Company shall reasonably

request, including without limitation: general executive and management

services; assistance with the identification, support, negotiation and analysis

of acquisitions and dispositions; assistance with the support, negotiation and

analysis of financial alternatives; and human resource functions.



         SECTION 2.        COMPENSATION.



                  (a)      In consideration of the services to be provided in

accordance with Section 1, but subject to Sections 2(d) and 2(e), the Company

shall pay to CIC, for each fiscal year of the Company, an advisory fee (the

"ANNUAL FEE") equal to 2% of the Company's EBITDA (as defined below) for such

fiscal year. The Annual Fee shall be pro rated for partial years. The Annual Fee

for each fiscal year shall be paid in 12 installments, payable on or before the

10th day of each month (other than the first month) of such fiscal year and the

first month of the next fiscal year, in an amount equal to 2% of the Company's

EBITDA for the previous month. Notwithstanding the foregoing, at the election of

either CIC or the Company, the Annual Fee for such fiscal



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year may be paid in one installment in an amount equal to 99% of the estimated

Annual Fee for such fiscal year (the "ESTIMATED DISCOUNTED ANNUAL FEE"), payable

at any time on or after the Closing, in the case of the Annual Fee for fiscal

year 2004, and on or before the first day of the last month of the Company's

preceding fiscal year, in the case of the Annual Fee for each fiscal year after

fiscal year 2004; PROVIDED, HOWEVER, that if it is determined after the

calculation of the Company's EBITDA for such fiscal year that the amount of such

payment is less than or greater than 99% of the actual Annual Fee for such

fiscal year (the "ACTUAL DISCOUNTED ANNUAL FEE"), then (i) if the Actual

Discounted Annual Fee is greater than the Estimated Discounted Annual Fee, the

Company shall pay to CIC an amount equal to such difference, and (ii) if the

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