Exhibit 10.34 Ardshiel, Inc. 230 Park Avenue - Suite 2527 New York, New York 10169 Phone: (212)697-8570 Fax: (212)972-1809 As of October 24, 2000 D and W Holdings, Inc. 230 Park Avenue Suite 2527 New York, New York 10169 Atrium Corporation 1341 West...

                                                                 Exhibit 10.34



                                 Ardshiel, Inc.
                          000 Xxxx Xxxxxx - Xxxxx 0000
                            Xxx Xxxx, Xxx Xxxx 00000
                              Phone: (000)000-0000
                               Fax: (000)000-0000

                             As of October 24, 2000


D and W Holdings, Inc.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000

Atrium Corporation
0000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000

Atrium Companies, Inc.
0000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000

Dear Sirs:

      Reference is made to that certain Amended and Restated Management
Agreement dated as of May 17, 1999 by and among Ardshiel, Inc., D and W
Holdings, Inc., Atrium Corporation and Atrium Companies, Inc. (the "Agreement").
Section 3 of the Agreement provides that Ardshiel shall charge any of the
Companies or any of their subsidiaries (as applicable) a fee for financial
advisory services in connection with the sale or purchase of a business or
entity or any financing (a "Closing Fee"), payable only upon the consummation of
such sale or purchase, which fee shall not be greater than 2% of the total
purchase or sale price for such business or entity, provided that Ardshiel will
not include in the Closing Fee any charges for services that are included in the
annual fee set forth in Section 2 of the Agreement.

      The parties hereto agree that, notwithstanding anything in the Agreement,
the Closing Fee payable to Ardshiel upon the closing of the purchase of the
windows and doors division, known as the EWD assets, and the stock of VES, Inc.
from The Xxxxxxx Company, Inc. pursuant to the Agreement shall not exceed
$901,250.




      This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware and shall bind and inure to the benefit
of the parties hereto and their repective successors and permitted assigns.

                                                         Sincerely yours,

                                                         ARDSHIEL, INC.


                                                         Name:
                                                              ------------------
                                                         Title:
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Accepted and Agreed as of the date hereof:

D and W Holdings, Inc.


By:
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   Name:
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   Title:
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Atrium Corporation


By:
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   Name:
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   Title:
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Atrium Companies, Inc.


By:
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   Name:
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   Title:
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