TABLE OF CONTENTS

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This Agreement is made and entered into this 1st day of March 2005 by and between International Window - Northern California (hereinafter referred to as the “Company”) and Glaziers Architectural Metal And Glass Workers Union, Local 1621 (hereinafter referred to as the “Union”).

Whereas, the Company’s obligation to operate its business profitably and to fulfill its obligation to its employees to pay a fair day’s pay for a fair day’s work should not be obstructed by disputes between it and its employees; and

Whereas, it is the intent of the parties to set forth herein their agreement with respect to rates of pay, hours of work, and conditions of employment to be observed by the Company, the Union, and employees covered by this Agreement; to promote harmonious relations between the Company, its employees, and the Union; and

Whereas, it is the desire of all parties hereto to further all of the aforementioned ends in entering into this Agreement:

Now, therefore, it is mutually understood and agreed by and between the parties hereto as follows:

ARTICLE 1

RECOGNITION

The Company recognizes the right of employees covered by this Agreement to self-organization and to bargain collectively with representatives of their own choosing and, accordingly, hereby recognize the Union as the exclusive representative for the purposes of collective bargaining with respect to rates of pay, hours of employment and other terms and conditions of employment for its unit employees in a unit consisting of all production and maintenance employees employed by the Company at its Hayward, California facility, including warehousemen, truck drivers, insulated workers, window makers, door and window assemblers and maintenance workers, excluding all other employees, material counter employees, office clerical employees, guards and supervisors as defined in the National Labor Relations Act.

ARTICLE 2

MANAGEMENT RIGHTS

Section 1 .

The Company expressly retains the complete and exclusive rights, powers and authority to manage its operation and direct its employees except as the terms of this Agreement expressly and/or specifically limit said rights, powers and authority.  These retained rights, powers and authority include, but are not limited to, the right to determine the methods of producing, selling, marketing, financing and advertising products and services; to determine the prices of products and services; to determine methods, processes, standards, means, schedules and volume of production, manufacture, re-manufacture, operation, fabrication, repair, distribution, licensing, administration and sales; to determine product lines and types of service; to establish, revise or continue policies, practices or procedures for the conduct of the business; to determine or redetermine the number, location, relocation and types of its operations, tile types and distributions of work within the locations, and the methods, processes, services, equipment and materials to be utilized; to establish, continue or discontinue processes, functions, operations and services and/or their performance by employees of the Company; to determine employees’ starting and quitting times and the number of hours per day and per week operations shall be carried on and any employee shall work; to select, assign and reassign work to employees or others in accordance with requirements determined by management; to determine the existence, amount or lack of work; to make and enforce reasonable rules for the maintenance of discipline, efficiency, security or safety; to hire, promote, demote, transfer, layoff, recall and terminate employees; to assign and reassign employees to duties, shifts and hours of work; to maintain order, efficiency and security in its operation; to discharge, suspend or otherwise discipline employees; to determine the size, composition and distribution of the

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working force; to supervise and direct employees in the performance of their duties; to set, enforce and change production standards to ensure quality control and the proper and efficient use of the working force and equipment.

Section 2.

It is specifically understood that the enumeration of certain management prerogatives listed above shall not be deemed to exclude other management prerogatives not specifically enumerated above.  It is further specifically agreed that all the rights, powers or authority vested in the Employer, except those specifically abridged, delegated, deleted and/or modified by the express terms of this Agreement, are retained by the Employer.

Section 3 .

The above statement of management rights are subject to the provisions of this Agreement and any complaint or dispute concerning exercise of any such management prerogative shall constitute a grievance within the meaning of this Agreement.

ARTICLE 3

NO STRIKE NO LOCKOUT

Section 1.

The Union and the company have provided in this Agreement an orderly and rational way of resolving disputes covering the terms of this Contract and involving employees in this bargaining unit.  Both the Company and the Union pledge to utilize the grievance procedure wherever applicable and declare their opposition to lockouts and strikes in attempting to resolve such disputes.

Section 2.  No Lockout

The Company agrees that during the term of this Agreement, it will not engage in any lockout of its employees covered by this Agreement.

Section 3.  No Strike

During the term of this Agreement there shall be no strike (sympathy or otherwise), slowdown, sick-in, work stoppages, picketing, hand-billing, boycotting, or other restriction of or interference with the operations of the Company or directed against the Company at its Hayward location or at any location or work site.  Any employee covered by this Agreement engaging in any such activity will neither earn, accrue, nor receive any benefits that may otherwise have occurred or accrued during the time the employee is engaged in any such activity.  The Company may also discharge or otherwise discipline any such employee and said discharge or other discipline will not be subject to the grievance provisions of this Agreement.  The only matter under this Section (No Strike No Lockout) which may be subject to arbitration is whether or not the conduct which is alleged to have occurred, did in fact occur.

Section 4.

The Union and the Company agree that neither it nor its officers or agents will engage in, cause, encourage, permit, condone or sanction any conduct specifically precluded by this Article and will make every reasonable effort to discourage and terminate such activity.

Section 5.

No employee shall be required to cross a lawful, primary picket line sanctioned by Glaziers, Architectural Metal and Glass Workers, Local No. 1621 established at locations other than the Company plant (as defined in this Agreement).

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ARTICLE 4

EQUAL EMPLOYMENT OPPORTUNITY

Neither the Company nor the Union shall discriminate against any employee or job applicant because of such person’s race, color, creed, sex, national origin, age (in conformity with the Age Discrimination in Employment Act) or physical handicap (to the extent they are able to perform the essential functions of their job).  Whenever the masculine pronoun is used in the Agreement it shall refer to both genders.  The masculine, feminine and neuter genders shall be deemed to include the others, unless a different meaning is plainly required by the contract.

ARTICLE 5

UNION SECURITY

Section 1.

Each employee whose employment commenced before July 13, 1987, shall waive the right to join or refuse to join the Union at any time.  Such employees who join the Union shall maintain their membership in good standing, and as a condition of continued employment with the Company, remain a member in good standing of the Union.

Each employee who commences his/her employment after July 13, 1987, shall on the thirty-first (31st) day following the beginning of his/her employment become and thereafter remain a Union member in good standing as a condition of continued employment.

Section 2 .

The Union agrees that neither it nor any of its officers or members will coerce employees into membership or dues or other Union activity during working time unless specifically authorized by the Company in writing.

The Company agrees that it will not interfere with, restrain, or coerce employees because of membership or any lawful activity in the Union.

Section 3.

A member in good standing is defined to mean:  An employee who tenders directly to the Union or authorizes payroll check-off to the Union of the Union’s uniform initiation fees and the current month’s regular Union dues.  Any employee failing to maintain “good standing” shall, upon written notice from the Union to the Company, be removed from work within five (5) days.

Section 4.

The Union hereby indemnifies the Company and promises to save harmless from any and all claims which may be made against it by any employee who is discharged pursuant to this Article.

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ARTICLE 6

PAYROLL CHECK-OFF OF UNION DUES

The Company and the Union agree to a voluntary payroll check-off system for employees who elect to authorize the Company to deduct from their pay the monthly Union dues and initiation fees required as a condition of employment for those employees as per Article 5, with the following stipulations:

Section 1 .

The Company will notify the Union of all new hires.  The Union agrees to furnish the Company with signed voluntary authorization cards.  The Union also agrees to furnish the Company monthly with a duplicate list of all employees who have signed said authorization cards.

Section 2.

During the term of this agreement and during any extension thereof, as provided in this agreement, the Company shall deduct on the second pay period of the month the Union dues and initiation fees as designated on the voluntary authorization cards signed by the individual employees.  The Company shall remit such deductions together with a duplicate copy of the check-off list to the Union.

Section 3 .

Upon notification from the Union that any employee is in arrears in Union dues or initiation fees or any part thereof, the Company will deduct the amount of arrearage or unpaid initiation fee at the same time that deductions are made for Union dues to the extent that such deduction is authorized by said voluntary authorization card.

Section 4.

The Union hereby indemnifies the Company and promises to save it harmless from any and all claims which may be made against it by an employee for amounts deducted from wages as herein provided.

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ARTICLE 7

PROBATIONARY PERIOD

Section 1 .

All new employees hired on or after the signing of this Agreement, shall be on probation for the first ninety (90) calendar days of employment.  During the probationary period, the Company shall have the absolute right, in its sole discretion, to discharge or lay off any probationary employee for any reason.  Such probationary employees shall have no recourse to the grievance procedure in this Agreement in connection with such Company actions.

Section 2.

Upon completion of the probationary period, seniority will be computed from the employee’s original date of hire.  During this period of time new employees may not be entitled to any of the benefits specified for non-probationary employees.

Section 3.

Prior to the completion of the first ninety (90) calendar days, the employee shall have no seniority rights.

ARTICLE 8

REGULAR WORK TIME

Section 1.

This Article is intended to provide a definition of regular hours or days of work and shall not be construed as a guarantee of hours of work per day or per week, or days of work per week.

Section 2.

Eight (8) hours shall constitute a regular work day.  Five (5) days shall constitute a regular work week, from Monday through Friday, inclusive.  The regular day shift may start at any time between six (6:00) a.m. and eight (8:00) a.m.  The regular swing shift may start at any time between two-thirty (2:30) p.m. and four-thirty (4:30) p.m. The Company shall notify the Union, in writing, of the time elected as the normal shift starting time.

Section 3.

In unusual or emergency circumstances the Company reserves the right to select individuals or department shifts to start at times other than the usual starting time.  Employees with different starting times will be personally notified as such.

Section 4.

The regular work day shall continue uninterrupted for eight (8) hours, except for a meal period of at least one-half (1/2) hour, at approximately mid-shift.  Also, a ten (10) minute rest period, to be provided midway in the morning, and ten (10) minutes midway in the afternoon.  This shall be applicable to all Shifts.

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ARTICLE 9

PAY CONDITIONS

Section 1.

All employees shall be employed and paid on an hourly basis.  They shall be paid at least once a week in accordance with the terms of this Agreement.

Section 2.

No more than one (1) week’s pay will be held back from an employee.

Section 3.

An employee, when discharged, shall at the time be paid in full for his services.  In case of failure to comply with this Section, the employee shall be paid for normal additional working hours while waiting, until he is paid in full.  Employees working the second and third shifts shall be paid in full by 10:00 a.m. the following work day.

Section 4.

No piece work, unless agreed upon between the parties, shall be permitted on any type of work covered by this Agreement, however, this shall not in any way restrict the Company’s right to set production standards as they relate to the performance of work.  Neither the Company, nor the agent of the Union, or an employee covered by this Agreement, shall give or accept, directly o