ASSOCIATED MATERIALS INC
MANAGEMENT ADVISORY AGRMT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>11
<FILENAME>exh10-8.txt
<DESCRIPTION>MANAGEMENT ADVISORY AGRMT
<TEXT>
                                                                    EXHIBIT 10.8



                       AGREEMENT FOR MANAGEMENT ADVISORY,
                             STRATEGIC PLANNING AND
                               CONSULTING SERVICES


          THIS AGREEMENT is made effective as of the 22nd day of December, 2004
(the "Effective Date"), by and between Investcorp International Inc., a Delaware
corporation ("III"), and Associated Materials Incorporated, a Delaware
corporation ("AMI").

          WHEREAS, III, by and through its officers, employees, agents and
affiliates has developed in connection with the conduct of its business and
affairs various areas of expertise in the fields of management, finance,
marketing, and strategic planning; and

          WHEREAS, AMI desires to avail itself of the expertise of III in those
areas hereinabove enumerated and in which III is acknowledged to have expertise,
for a period of five (5) years from the Effective Date, said 5-year period being
referred to as the "Term";

          NOW, THEREFORE, the parties do hereby agree as follows:

          1.  Appointment. AMI hereby appoints III to render management
advisory,strategic planning and consulting services to AMI on an exclusive basis
during the Term as herein contemplated.

          2.  III. During the Term, III shall render to AMI, by and through such
of its officers, employees, agents and affiliates as III, in its sole
discretion, shall designate from time to time, management advisory, strategic
planning and consulting services. Said services shall consist of advice
concerning management, finance, marketing, strategic planning, and such other
services as shall be requested from time to time by the Board of Directors of
AMI. AMI acknowledges and agrees that the services to be provided by III
hereunder do not encompass services that would be required in connection with an
acquisition, restructuring or initial public offering by AMI, or a private sale
of the stock or assets of AMI. Should AMI desire to engage III to provide
financial advisory services in connection with any such type of transaction,
such engagement shall be subject to the negotiation of mutually acceptable fee
arrangements for such additional services, albeit the indemnification
obligations of AMI as set forth in paragraph 6 of this Agreement shall apply to
any such additional services performed by III.

                                                                               1

<PAGE>

          3.  Fees. In consideration of III's performance of the above-described
services, AMI shall pay to III, in cash, consulting services fees at the rate of
$4,000,000 for the first year of the Term and $500,000 per year for the
remaining duration of the Term (collectively, the "Fee"). It is recognized that
the services provided under this Agreement will not be evenly distributed over
time and that a significant portion of such services will be performed early in
the period of time covered by this Agreement. It is also recognized that,
subject to the terms of this Agreement, AMI is committed to pay the full amount
payable hereunder, and the Fee, once paid, is non-refundable. The full amount of
the Fee for the entire Term shall be paid on the Effective Date.

          4.  Reimbursements. Within 15 calendar days of delivery of III's
invoice, AMI shall reimburse III for its reasonable out-of-pocket expenses
incurred in connection with the performance of services pursuant to this
Agreement.

          5.  Permissible Activities. Nothing herein shall in any way preclude
III from engaging in any business activities or from performing services for its
own account or for the account of others.

          6.  Indemnification. AMI shall indemnify and hold harmless III and its
directors, officers, employees, agents and controlling persons (each being an
"Indemnified Party") from and against any and all losses, claims, damages and
liabilities, joint or several, to which such Indemnified Party may become
subject under any applicable federal or state law, or otherwise, relating to or
arising out of the management, strategic planning and consulting services
contemplated by, this Agreement. AMI shall reimburse any Indemnified Party for
all costs and expenses (including reasonable counsel fees and expenses) incurred
in connection with the investigation of, preparation for or defense of any
pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party. AMI shall not be liable under
the foregoing indemnification provision to the extent that any loss, claim,
damage, liability or expense is found in a final judgment by a court of
competent jurisdiction to have resulted primarily from the bad faith or gross
negligence of III.

          7.  Amendments. No amendment or waiver of any provision of this
Agreement, or consent to any departure by either party from any such provision,
shall in any event be effective unless the same shall be in writing and signed
by the parties to this Agreement and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

                                                                               2
<PAGE>

          8.  Notices. Any and all notices hereunder shall, in the absence of
receipted hand delivery, be deemed duly given when mailed, if the same shall be
sent by registered or certified mail, return receipt requested, and the mailing
date shall be deemed the date from which all time periods pertaining to a date
of notice shall run. Notices shall be addressed to the parties at the following
addresses:

              If to III, to:

              Investcorp International Inc.
              280 Park Avenue
              36th Floor
              New York, New York  10017
              Attention:  President

              with a copy to:

              Gibson, Dunn & Crutcher LLP
              200 Park Avenue
              New York, New York 10166
              Attention:  David B. Rosenauer, Esq.


              If to AMI, to:

              Associated Materials Incorporated
              3773 State Road
              Cuyahoga Falls, Ohio 44233


          9.  Entire Agreement. This Agreement shall constitute the entire
agreement between the parties with respect to the subject matter hereof, and
shall supersede all previous oral and written (and all contemporaneous oral)
negotiations, commitments, agreements and understandings relating hereto.

          10. Assignment. This Agreement shall be assignable by either party
hereto provided that the non-assigning party consents in writing to such
assignment.

          11. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of New York (without regard to the conflicts of laws
provisions thereof or of any other jurisdiction) and shall inure to the benefit
of, and be binding upon, III and AMI and their respective successors and
assigns.

          12. No Continuing Waiver. The waiver by any party of any breach of
this Agreement shall not operate or be construed to be a waiver of any
subsequent breach.

                                                                               3
<PAGE>

          13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument

                                                                               4
<PAGE>


          IN WITNESS WHEREOF, each of the parties has caused this Agreement for
Management Advisory, Strategic Planning and Consulting Services to be executed
and delivered by its duly authorized officer or agent as set forth below.

                                                INVESTCORP INTERNATIONAL INC.


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:



                                                ASSOCIATED MATERIALS
                                                INCORPORATED



                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:

                                       5

</TEXT>
</DOCUMENT>
