Assignment of Interests

Exhibit 10.6

Assignment of Interests

Pursuant to the Limited Partnership Agreement (the “Agreement”) of Norcraft Companies, L.P., a Delaware limited partnership, dated as of October 21, 2003 between Norcraft GP, L.L.C.. and Norcraft Holdings, L.P., for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby contribute and assign to Norcraft Intermediate Holdings, L.P. all of its right, title and interest in and to the Interests (as defined in the Agreement) held by it.

Date: August 17, 2004		NORCRAFT HOLDINGS, L.P.
		By:		NORCRAFT GP, L.L.C., its general partner
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Authorized Person

The undersigned does hereby accept the foregoing contribution and assignment of Interests.

Date: August 17, 2004		NORCRAFT INTERMEDIATE HOLDINGS, L.P.
		By:		NORCRAFT INTERMEDIATE GP, L.L.C., its general partner
		By:		NORCRAFT HOLDINGS, L.P., its
				sole member
		By:		NORCRAFT GP, L.L.C., its
				General partner
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Authorized Person