INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ IP Security Agreement ”) dated June 9, 2008, is made by CWD Doors and Windows, Inc. (the “ Canadian Borrower ”) in favour of General Electric Capital Corporation, as Collateral Agent (the “ Collateral Agent ”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, Ply Gem Industries, Inc., a Delaware corporation (the “ Specified U.S. Borrower ”) and the other Loan Parties party thereto have entered into a Credit Agreement dated as of June 9, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), with, inter alia , General Electric Capital Corporation, as Collateral Agent, and the Lenders party thereto.  Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, as a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lender Parties under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time, the Canadian Borrower has executed and delivered that certain Security Agreement dated June 9, 2008 made by the Canadian Borrower to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”).

WHEREAS, under the terms of the Security Agreement, the Canadian Borrower has granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Canadian Borrower, and has agreed as a condition thereof to execute this IP Security Agreement for recording with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office and other governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Canadian Borrower agrees as follows:

SECTION 1.   Grant of Security .  The Canadian Borrower hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in each type of property described below, and all of the Canadian Borrower’s right, title and interest therein and thereto, (the “ Collateral ”):