1284807--3/27/2006--PLY_GEM_HOLDINGS

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{cost, regulation, environmental}

{cost, operation, labor}

{debt, indebtedness, cash}

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{product, market, service}

{customer, product, revenue}

{product, liability, claim}

{property, intellectual, protect}

{personnel, key, retain}

Risks Associated with Our Business The substantial level of our indebtedness may limit our cash flow available to invest in the ongoing needs of our business. The indenture for the senior subordinated notes and the senior credit facilities impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities. We face competition from other vinyl exterior building products manufacturers and alternative building materials. If we are unable to compete successfully, we could lose customers and our sales could decline. Downturns in the home repair and remodeling and new home construction sectors or the economy could lower the demand for, and pricing of, our products, which in turn could cause our net sales and net income to decrease. Changes in the costs and availability of raw materials, especially PVC resin and aluminum, can decrease our profit margin by increasing our costs. Because we depend on a core group of significant customers, our sales, cash flows from operations and results of operations may decline if our key customers reduce the amount of products they purchase from us. Our business is seasonal and can be affected by inclement weather conditions which could affect the timing of the demand for our products and cause reduced profit margins when such conditions exist. If we are unable to meet future capital requirements our product offering may become dated, our productivity may decrease and the quality of our products decline, which, in turn, could reduce our sales and profitability. Increases in the cost of labor, union organizing activity and work stoppages at our facilities or the facilities of our suppliers could delay or impede our production, reduce sales of our products and increase our costs. We may be subject to claims arising from Ply Gem Industries former operations as a Nortek subsidiary, including claims arising from disposal of operations. Nortek may not have the ability to fulfill its indemnification obligations to us in connection with the Ply Gem Acquisition, in which case, we would be liable for these claims. We may be subject to claims arising from MW s operations prior to the MW Acquisition. Our ability to seek indemnification from the MW Sellers is limited, and may not cover these claims, in which case, we would be liable for these claims. We could face potential product liability claims relating to products we manufacture. We are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects. Interruptions in deliveries of raw materials or finished goods could adversely affect our production and increase our costs, thereby decreasing our profitability. Environmental requirements may impose significant costs and liabilities on us. Manufacturing or assembly realignments may result in a decrease in our near-term earnings, until the expected cost reductions are achieved, due to the costs of implementation. We rely on a variety of intellectual property rights. Any threat to, or impairment of, these rights could cause us to incur costs to defend these rights.

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1284807--3/27/2006--PLY_GEM_HOLDINGS_INC