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					                                                  Exhibit 10.12

THIS AGREEMENT, made and entered into this 19th day of January, 2004 by and between American Building
Control, Inc., a Delaware Corporation, and Ultrak Operating, L.P. (now known as MDI Operating, L.P., a
Texas limited partnership), (collectively hereinafter referred to as "ABCX"), and Wendy Diddell, an individual
(hereinafter referred to as "Ms. Diddell").

WHEREAS, Ms. Diddell had been employed by ABCX in various positions, the latest being as Senior Vice
President, Sales and Marketing, pursuant to the terms of that certain Employment Agreement between her and
Ultrak Operating, L.P. dated as of January 1, 2002 (the "Employment Agreement").

WHEREAS, by notice given by ABCX to Ms. Diddell dated October 31, 2002, the Employment Agreement
was terminated in accordance with its terms.

WHEREAS, ABCX has paid to Ms. Diddell and Ms. Diddell has received all amounts owed to her up to the
date of this Agreement arising out of or as a result of her employment with ABCX or her separation of
employment.

WHEREAS, it is deemed advisable by the parties that any continuing relationship between Ms. Diddell and
ABCX based on her past employment, her Employment Agreement, her separation of employment, or any other
matter based on or arising out of her past employment relationship with ABCX be terminated and that a final
adjustment be made of all matters between Ms. Diddell and ABCX with respect to all past, present and future
rights and obligations which now exist or may arise pursuant to Ms. Diddell's past employment by ABCX, the
Employment Agreement, and any other documents, correspondence or communications or releases related to her
initial separation from ABCX.

WHEREAS, the parties are willing to waive unconditionally any past, present and future claims against the other.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. Ms. Diddell will be paid the sum of U.S. $85,000.00, minus required withholdings or other authorized
deductions, subject to and at the time that both of the parties have signed and exchanged duplicate originals of
this Agreement.

The above sum represents all amounts to be paid by ABCX to Ms. Diddell as "severance pay", separation
allowance or other like compensations which may be claimed by Ms. Diddell based on her past employment by
ABCX, or due to the termination of her employment with ABCX and the Employment Agreement. The parties
agree that any and all additional benefits or entitlements made available to Ms. Diddell by or because of ABCX
shall also be extinguished as of the date of this Agreement, such as, but not limited to, any cell phone or
automobile allowance or lease arrangement.

Having elected to receive lump sum severance pay, Ms. Diddell will not be eligible to participate in the ABCX
Medical Plan unless Ms. Diddell elects COBRA coverage, in which case Ms. Diddell will be responsible for the
full cost of this coverage (normal employee and company contribution.) If Ms.



Diddell decides to elect COBRA coverage, she may contact the ABCX Human Resources Department for
details on how to make such election.

If applicable, Ms. Diddell's additional company provided insurance, such as life insurance, will be terminable by
ABCX on execution of this Agreement by the parties.

2. For and in consideration of the sums paid by ABCX to Ms. Diddell, as set forth in paragraph 1 above, Ms.
Diddell, in full satisfaction of any and all claims of whatever nature, hereby has remised, released and forever
discharged and by these presence does for herself, and her heirs, executors, and administrators and assigns,
release and forever discharge ABCX, and its successors and assigns, of and from all manner of actions, suits,
debts, dues, sums of money, accounts, reckoning, covenants, contracts, agreements, promises, claims and
awards whatsoever, in law or in equity which against ABCX, Ms. Diddell ever had, now has or which she or her
heirs, executors or administrators, hereafter can, shall or may have for, upon or by reason of any matter, cause or
thing whatsoever from the beginning of the employment relationship with ABCX.

3. ABCX hereby has remised, released and forever discharged and by these presence does for itself, and its
assigns, release and forever discharge Ms. Diddell, and her successors and assigns, of and from all manner of
actions, suits, debts, dues, sums of money, accounts, reckoning, covenants, contracts, agreements, promises,
claims and awards whatsoever, in law or in equity which against Ms. Diddell, ABCX ever had, now has or which
it or its assigns, hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of the employment relationship with ABCX. Additionally, and except for paragraphs I and J of
Section 9 of the Employment Agreement, ABCX irrevocably and unconditionally releases acquits and forever
discharges Ms. Diddell from any and all restrictive covenants, obligations, contractual terms and provisions
whatsoever contained in the Employment Agreement or that may have arisen otherwise during the employment
relationship, including but not limited to any non-compete restrictions.

4. Each of the parties represents and agrees that they will not in the future discuss with any third party (other than
their representing attorney) any of the details involved in this Agreement. Each agrees to keep confidential, and
not to disclose to anyone, except to the extent required by law or compulsory process, any of the terms or
conditions, including the dollar amounts paid pursuant to this Agreement. This paragraph shall not prohibit either
party from discussing or disclosing the consideration provided herein with their immediate family (in the case of
Ms. Diddell), accountant(s), financial advisor(s), or the Internal Revenue Service or other state or federal taxing
authority.

5. Each of the parties agree that they will not make any disparaging remarks, or otherwise take any action that
could reasonably be anticipated to cause material damage to the reputation and goodwill of, or otherwise
negatively reflect upon the other.

6. The parties declare that each has carefully read this Agreement, that each has reviewed its terms in conjunction
with counsel, and that each agrees to the terms and provisions of the Agreement for the purpose of making a full
and final adjustment and resolution of the matters contained herein.

7. Each party signing this Agreement acknowledges that this agreement completely and adequately resolves all
matters between the parties arising out of Ms. Diddell's employment by ABCX or Ms. Diddell's separation of
employment.



8. This Agreement constitutes and contains the entire Agreement and understanding between the Parties with
respect to the subject matter hereof.

9. This Agreement is made and entered into in the State of Texas and shall in all respects be interpreted, enforced
and governed by the laws of the State of Texas.

10. Any waiver, alteration or modification of any of the provisions of this Agreement shall not be valid unless in
writing and signed by ABCX and Ms. Diddell.

11. Should Ms. Diddell in any manner, whether directly or indirectly, contest or challenge this Agreement or any
of its provisions, or assert any action or cause of action against ABCX, Ms. Diddell agrees to immediately return
all consideration paid pursuant to this Agreement, and Ms. Diddell further agrees to pay ABCX for any and all
attorneys' fees incurred or expended by ABCX to enforce this Agreement or any of its provisions, or defend any
action or cause of action against ABCX brought by Ms. Diddell, her agents, representatives or assigns.

Should ABCX in any manner, whether directly or indirectly, contest or challenge this Agreement or any of its
provisions, or assert any action or cause of action against Ms. Diddell (except the enforcement of paragraphs I
and J of
Section 9 of the Employment Agreement for which ABCX shall continue hereafter to be entitled to seek
performance by Ms. Diddell), ABCX agrees to pay Ms. Diddell for any and all attorneys' fees incurred or
expended by her to defend any action or cause of action against Ms. Diddell brought by ABCX, its agents,
representatives or assigns.

12. Ms. Diddell represents, covenants, and warrants that she has no other claims, lawsuits, or causes of action
against ABCX and that no claims released or waived herein have been previously conveyed, assigned, or
transferred in any manner, whether in whole or in part, to any person, entity, or other third party.

ABCX represents, covenants, and warrants that it has no other claims, lawsuits, or causes of action against Ms.
Diddell and that no claims released or waived herein have been previously conveyed, assigned, or transferred in
any manner, whether in whole or in part, to any person, entity, or other third party.

13. Should any provision of this Agreement be held invalid or unenforceable, such provision shall be ineffective to
the extent of such invalidity or unenforceability, without invalidating the remainder of such provision or the
remaining portions of this Agreement.

EACH PARTY SIGNING THIS AGREEMENT STIPULATES THAT THIS AGREEMENT
COMPLETELY AND ADEQUATELY RESOLVES ALL MATTERS BETWEEN THE PARTIES ARISING
OUT OF MS. DIDDELL'S EMPLOYMENT BY ABCX OR MS. DIDDELL'S SEPARATION
THEREFROM.



IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above
written.


Wendy Diddell

AMERICAN BUILDING CONTROL, INC.


By Danny Mills:
Its: President and Chief Executive Officer

MDI OPERATING, L.P.
By: American Building Control L.P., Inc. Its: General Partner


By: Chris Sharng
Its: Senior Vice President


                                                  Exhibit 10.14

                                FULL AND FINAL RELEASE OF CLAIMS

The parties to this Full and Final Release of Claims (the "AGREEMENT") are American Building Control, Inc., a
Delaware corporation, together with any and all of its affiliates and subsidiaries ("ABCX"), and George Broady
("Broady"), an individual residing in Dallas County, Texas. The Agreement shall have an Effective Date as of
January 1, 2004.

The specific terms and conditions of this Agreement, and the consideration that the parties have agreed to
exchange and provide to each other under the terms of this Agreement are described more particularly as follows:

A. INTRODUCTION

1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to compromise, settle and dispose of all
claims, potential claims, losses, damages, demands, potential litigation and disputes between the parties that arise
out of, relate to or in any way concern Broady's previous employment or stockholder relationship with ABCX or
any services that he provided for ABCX.
2. SETTLEMENT ACHIEVED. The parties have decided to enter into the settlement and release provisions of
this Agreement to compromise and settle all claims and disputes now existing between them, as well as all other
disputes, claims, losses, damages or demands that may arise in the future and which arise out of, relate to or in
any way concern Broady's previous employment with ABCX, or any services that he provided for ABCX, or
any stockholder relationship with ABCX. Broady and ABCX agree, for the consideration and upon the terms set
forth in this Agreement that:

(i) Broady ceased to be an employee of ABCX on November 11, 2003 (the "Resignation Date").

(ii) Broady hereby confirms that, as of the Resignation Date, he has voluntarily resigned from any and all positions
he held in any and all capacities with ABCX and agrees to execute all other documents that ABCX may
reasonably request more specifically evidencing such resignation.

(iii) Broady hereby confirms that he has received the Warrant Agreement referenced in that certain Guaranty
Reimbursement Agreement dated as of December 17, 2001 between ABCX (formerly Ultrak, Inc.) and Broady
whereby ABCX granted to Broady warrants (the "Warrants") to acquire 200,000 shares of the common stock of
ABCX at a price per share of $1.64 for three
(3) years. Broady hereby acknowledges and confirms that all obligations of ABCX in any way related to the
delivery of the Warrant Agreement to Broady have been satisfied and Broady forever releases ABCX from any
further obligations thereunder except as are specifically provided for in the Warrant Agreement itself.

(iv) Broady hereby agrees that all other obligations attributable to ABCX under the Guaranty Reimbursement
Agreement are hereby satisfied and forever discharged and ABCX shall have no further obligation to Broady
under the Guaranty Reimbursement Agreement and Broady and ABCX hereby agree that the Guaranty
Reimbursement Agreement is terminated and of no further force and effect.



(v) Broady and ABCX hereby each agree that any and all of the obligations to be performed or assumed by
ABCX under that certain Severance Agreement entered into between them as of December 4, 2001 have been
fulfilled by ABCX and ABCX shall have no further obligation arising out of or in any related to that Severance
Agreement.

(vi) Broady and ABCX hereby agree that in settlement of any and all claims Broady may have against ABCX or
obligations ABCX may have to Broady relating to Broady's right to receive options to purchase the stock of
ABCX, Broady and ABCX shall each execute and deliver to the other the attached American Building Control,
Inc. 2002 Stock Incentive Option Plan Stock Option Agreement (the "2002 Agreement") pursuant to which
Broady shall be issued the right and option to purchase 300,000 shares of the common stock of ABCX at a
price of $0.95 per share. Pursuant to the terms of the 2002 Agreement, the grant shall be dated April 16, 2003,
the date the Compensation Committee of the Board of Directors of ABCX approved the grant and shall expire
on January 14, 2005. Under the terms of the 2002 Agreement, Broady shall have the right to exercise the options
any time on or after the date the 2002 Agreement is executed by the parties and prior to or on the expiration
date. The grant is issued subject to Broady agreeing that he will not take any actions to purchase shares pursuant
to that certain Non-Qualified Stock Option Agreement, dated January 15, 2002, by and between ABCX and
Broady, pursuant to which Broady was granted the option to purchase up to 475,000 shares of the common
stock of ABCX at a price per share of $1.42. Broady hereby agrees that the January 15, 2002 agreement is
cancelled and of no further effect.

B. SETTLEMENT AND RELEASE PROVISIONS

1. SETTLEMENT PROCEEDS. ABCX agrees to pay, and Broady hereby accepts payment of, an aggregate
net amount of $185,000.00 (the "SETTLEMENT PROCEEDS") to Broady in full settlement of all claims,
potential claims, demands, potential litigation and disputes between the parties that arise out of, relate to or in any
way concern Broady's employment relationship with ABCX or services he provided for ABCX or the Severance
Agreement. The Settlement Proceeds to be paid to Broady are net of applicable required withholding taxes.
ABCX shall deliver to Broady appropriate documentation itemizing the gross amounts of the Settlement
Payments.

2. CONFIDENTIALITY OF RELEASE PROVISIONS. It is expressly agreed by all of the parties, and their
directors, officers, employees, attorneys, agents, and all other persons acting at their direction or on their behalf,
that the existence and the terms of this Agreement shall remain confidential including, but not limited to, the
specific amount of the settlement proceeds being paid and any estimation or description of the amounts paid in
settlement, except as expressly required by law, the reporting requirements of the I.R.S. or the U.S. Securities
and Exchange Commission, or pursuant to valid court order or other legal process. Notwithstanding the
foregoing, each party may disclose information regarding the Agreement to its own attorneys, accountants, agents
or tax advisors as necessary for business purposes, if the disclosing party advises the recipient of the confidential
nature of such information.



3. NO FURTHER PAYMENTS. It is the specific intent of the parties to this Agreement that ABCX shall
hereafter be required to pay no further amounts to Broady, or to issue any further options or warrants to
purchase stock or provide any other consideration, for any claims, potential claims, losses, damages, demands,
potential litigation and disputes between the parties that arise out of, relate to or in any way concern Broady's
previous employment or stockholder relationship with ABCX.

4. BROADY'S RELEASE OF ABCX. For and in consideration of the foregoing payment and the other good
and valuable consideration that is set forth in this Agreement, Broady hereby releases and forever discharges
ABCX, as well as all of its directors, officers, shareholders, employees, agents, representatives and attorneys, of
and from all claims that ever existed and which arose out of, relate to or concern in any way Broady's
employment or stockholder relationship with ABCX or services he provided for ABCX. This release therefore
includes all claims whether they are now known or unknown, matured or unmatured, in law or in equity, that
Broady ever had, now has or may later claim to have against ABCX, its directors, officers, shareholders,
employees, agents, representatives and attorneys arising out of, relating to or concerning: (i) any representations
or warranties made by ABCX before the Effective Date of this Agreement that are not expressly set forth in this
Agreement, (ii) any amounts claimed due from ABCX other than amounts to be paid under the terms of this
Agreement (iii) any warrants, stock or stock options claimed due from ABCX other than warrants, stock or
stock options to be transferred or issued under the terms of this Agreement, and (iv) any statements, acts or
omissions by ABCX, which relate to or concern in any way Broady's employment or stockholder relationship
with ABCX or services he provided for ABCX. This release is intended to and shall inure to the benefit of
ABCX, as well as all of its employees, attorneys, agents, assigns and successors. Notwithstanding the foregoing,
Broady does not release any claims against ABCX that may later arise based on its breach of any term or
representation that is expressly set forth in this Agreement.

Broady agrees to refrain from instituting, prosecuting, filing or processing, or assisting or cooperating with the
instituting, prosecuting, filing or processing of any litigation against ABCX, its officers, agents or employees,
under, but not limited to, the following legal theories or causes of action: any claims of negligent or intentional
infliction of emotional distress; any claims alleging the existence of an implied or express contract of employment;
any claims of contractual rights arising out of any employment agreement, handbooks or policy statements; any
employment claims alleging violations of public policy, breach of fiduciary duties, denial of payment of benefits
(either severance, retirement or otherwise), failure to pay commissions owed, and any other claims, charges or
causes of action against ABCX, its officers, agents or employees, arising out of alleged instances of wrongful
termination, employment discrimination and/or slanderous publication or any other aspects of the previous terms
and conditions of Broady's employment with ABCX which may have arisen prior to, or at the time of, the
effective date of this Agreement.

Broady agrees that he will not make any disparaging remarks, or otherwise take any action that could reasonably
be anticipated to cause material damage to the reputation and goodwill of, or otherwise negatively reflect upon,
ABCX, its employees, officers, agents, shareholders or directors.

5. RELEASE BY ABCX OF BROADY. For and in consideration of the foregoing release by Broady and the
other good and valuable consideration that is set forth in this Agreement, ABCX hereby releases and forever
discharges Broady, of and from all claims that ever existed and which



arose out of, relate to or concern in any way Broady's employment with ABCX. This Release therefore includes
all claims whether they are now known or unknown, matured or unmatured, in law or in equity, that ABCX ever
had, now has or may later claim to have against Broady arising out of, relating to or concerning: (i) any
representations or warranties made by Broady before the Effective Date of this Agreement that are not expressly
set forth in this Agreement, (ii) any amounts claimed due from Broady other than amounts to be paid under the
terms of this Agreement (iii) any warrants, stock or stock options claimed due from Broady other than warrants,
stock or stock options to be transferred or issued under the terms of this Agreement, (iv) any statements, acts or
omissions by Broady, which relate to or concern in any way Broady's employment with ABCX. This Release is
intended to and shall inure to the benefit of Broady, as well as all of his successors. Notwithstanding the
foregoing, ABCX do not release any claims against Broady that may later arise based on his breach of any term
or representation that is expressly set forth in this Agreement.

6. NO PREVIOUS ASSIGNMENT. The parties warrant and represent that before the Effective Date of this
Agreement, none of them has sold, assigned, granted or otherwise transferred any claim, cause of action, right,
privilege, or cause of action, or any part thereof, that is covered by or subject to the terms of this Agreement.

7. NO RELIANCE ON ANY UNDOCUMENTED PROMISES. No party to this Agreement has made any
statements, representations or promises to the other parties, whether in writing or otherwise, or offered any other
type of promise, consideration or inducement that is not specifically set forth in this Agreement. In this regard, all
parties represent and warrant that, in entering into this Agreement, they are each relying solely and exclusively on
the statements that are expressly set forth in this Agreement, and that they are under no duress, coercion or
pressure from any source.

8. INDEPENDENT JUDGMENT. ABCX and Broady are each relying on their own independent business
judgment in deciding to enter into this Agreement. Further, the parties have each received, and are relying and
acting upon the advice of their own legal counsel, who has reviewed the terms and language of this Agreement
with them and advised them of their legal rights relating to their decision to settle and compromise their disputes,
claims and potential claims, causes of action, losses, damages and demands. Each of the parties understands that
this Agreement shall operate as a full, complete and final release and settlement of any and all of their claims, as
set forth above.

9. SEVERABILITY. In the event that any of the provisions of this Agreement shall be held to be invalid or
unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall
nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been
included in this Agreement. In the event that any provision relating to the time period or scope of restriction shall
be declared by a court of competent jurisdiction to exceed the maximum time period or scope such court deems
reasonable and enforceable, then the time period or scope of restriction deemed reasonable and enforceable by
the court shall become and shall thereafter be the maximum time period.

10. GOVERNING LAW; ATTORNEYS FEES. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED ACCORDING TO THE LAWS OF THE STATE OF TEXAS. ALL LEGAL ACTIONS
ARISING UNDER THIS AGREEMENT SHALL BE INSTITUTED IN, AND BOTH ABCX AND
BROADY CONSENT TO JURISDICTION IN, DALLAS COUNTY, TEXAS. IN



THE EVENT OF ANY LITIGATION TO ENFORCE THIS AGREEMENT, THE PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER ITS REASONABLE LEGAL FEES, COURT COSTS AND
EXPENSES.

11. AGREEMENT, READ, UNDERSTOOD, AND FAIR. Broady has carefully read and considered all
provisions of this Agreement and agrees that all of the restrictions set forth are fair and reasonable and are
reasonably required for the protection of the interests of ABCX.

IN WITNESS WHEREOF the undersigned parties have executed this Agreement to be effective as of the
Effective Date.

          AMERICAN BUILDING CONTROL, INC.                              GEORGE BROADY


          -------------------------------                              ------------------------------
          By:   Danny Mills                                            George Broady
          Its:   President




                                                  Exhibit 10.15

THIS AGREEMENT, made and entered into this 2nd day of February, 2004 by and between American Building
Control, Inc., a Delaware Corporation, and Ultrak Operating, L.P. (now known as MDI Operating, L.P., a
Texas limited partnership), (collectively hereinafter referred to as "ABCX"), and John Cannon, an individual
(hereinafter referred to as "Mr. Cannon").

WHEREAS, Mr. Cannon had been employed by ABCX in various positions, the latest being as Vice President -
Operations, pursuant to the terms of that certain Employment Agreement between him and Ultrak Operating,
L.P. dated as of January 19, 2001, as amended effective November 1, 2001, (the "Employment Agreement").

WHEREAS, by notice given by ABCX to Mr. Cannon dated November 1, 2002, the Employment Agreement
was terminated in accordance with its terms, effective December 31, 2002.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. Mr. Cannon will be paid the sum of U.S. $ 8,655.95, minus required withholdings or other authorized
deductions, subject to and at the time that both of the parties have signed and exchanged duplicate originals of
this Agreement.

The above sum represents all amounts to be paid by ABCX to Mr. Cannon as "severance pay", separation
allowance or other like compensations which may be claimed by Mr. Cannon due to the termination of his
employment with ABCX and the Employment Agreement. Having elected to receive lump sum severance pay,
Mr. Cannon will not be eligible to participate in the ABCX Medical Plan unless Mr. Cannon elects COBRA
coverage, in which case Mr. Cannon will be responsible for the full cost of this coverage (normal employee and
company contribution.) If Mr. Cannon decides to elect COBRA coverage, he may contact the ABCX Human
Resources Department for details on how to make such election.

If applicable, Mr. Cannon's additional company provided insurance, such as life insurance, will be terminable by
ABCX on execution of this Agreement by the parties.

2. For and in consideration of the sums paid by ABCX to Mr. Cannon, as set forth in paragraph 1 above, Mr.
Cannon, in full satisfaction of any and all claims of whatever nature, hereby has remised, released and forever
discharged and by these presence does for himself, and his heirs, executors, and administrators and assigns,
release and forever discharge ABCX, and its successors and assigns, of and from all manner of actions, suits,
debts, dues, sums of money, accounts, reckoning, covenants, contracts, agreements, promises, claims and
awards whatsoever, in law or in equity which against ABCX, Mr. Cannon ever had, now has or which he or his
heirs, executors or administrators, hereafter can, shall or may have for, upon or by reason of any matter, cause or
thing whatsoever based on his employment with ABCX, his Employment Agreement or his separation of



employment. The parties agree that the release set forth above shall not reduce, diminish or alter any claims Mr.
Cannon may have against ABCX for the payment to him of the special incentive relating to the post closing
arbitration against Honeywell.

3. ABCX hereby has remised, released and forever discharged and by these presence does for itself, and its
assigns, release and forever discharge Mr. Cannon, and his successors and assigns, of and from all manner of
actions, suits, debts, dues, sums of money, accounts, reckoning, covenants, contracts, agreements, promises,
claims and awards whatsoever, in law or in equity which against Mr. Cannon, ABCX ever had, now has or
which it or its assigns, hereafter can, shall or may have for, upon or by reason of any matter, cause or thing
whatsoever based on his employment with ABCX, his Employment Agreement or his separation of employment,
except for the provisions set forth in Paragraph 9 of the Employment Agreement, which shall survive as provided
for therein.
4. Each of the parties represents and agrees that they will not in the future discuss with any third party (other than
their representing attorney) any of the details involved in this Agreement. Each agrees to keep confidential, and
not to disclose to anyone, except to the extent required by law or compulsory process, any of the terms or
conditions, including the dollar amounts paid pursuant to this Agreement. This paragraph shall not prohibit either
party from discussing or disclosing the consideration provided herein with their immediate family (in the case of
Mr. Cannon), accountant(s), financial advisor(s), or the Internal Revenue Service or other state or federal taxing
authority.

5. Each of the parties agree that they will not make any disparaging remarks, or otherwise take any action that
could reasonably be anticipated to cause material damage to the reputation and goodwill of, or otherwise
negatively reflect upon the other.

6. The parties declare that each has carefully read this Agreement, that each has reviewed its terms in conjunction
with counsel, and that each agrees to the terms and provisions of the Agreement for the purpose of making a full
and final adjustment and resolution of the matters contained herein.

7. Each party signing this Agreement acknowledges that this agreement completely and adequately resolves all
matters between the parties arising out of Mr. Cannon's separation of employment from ABCX.

8. This Agreement constitutes and contains the entire Agreement and understanding between the Parties with
respect to the subject matter hereof.

9. This Agreement is made and entered into in the State of Texas and shall in all respects be interpreted, enforced
and governed by the laws of the State of Texas.

10. Any waiver, alteration or modification of any of the provisions of this Agreement shall not be valid unless in
writing and signed by ABCX and Mr. Cannon.

11. Should Mr. Cannon in any manner, whether directly or indirectly, contest or challenge this Agreement or any
of its provisions, or assert any action or cause of action against ABCX, Mr. Cannon agrees to immediately return
all consideration paid pursuant to this Agreement, and Mr.



Cannon further agrees to pay ABCX for any and all attorneys' fees incurred or expended by ABCX to enforce
this Agreement or any of its provisions, or defend any action or cause of action against ABCX brought by Mr.
Cannon, his agents, representatives or assigns.

12. Should any provision of this Agreement be held invalid or unenforceable, such provision shall be ineffective to
the extent of such invalidity or unenforceability, without invalidating the remainder of such provision or the
remaining portions of this Agreement.

EACH PARTY SIGNING THIS AGREEMENT STIPULATES THAT THIS AGREEMENT
COMPLETELY AND ADEQUATELY RESOLVES ALL MATTERS BETWEEN THE PARTIES ARISING
OUT OF MR. CANNON'S EMPLOYMENT BY ABCX OR MR. CANNON'S SEPARATION
THEREFROM.



IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above
written.


John Cannon

AMERICAN BUILDING CONTROL, INC.


By Danny Mills:
Its: President and Chief Executive Officer
MDI OPERATING, L.P.
By: American Building Control L.P., Inc. Its: General Partner


By: Chris Sharng
Its: Senior Vice President


                                                 EXHIBIT 10.29

December 18, 2003

Mr. Danny W. Mills
American Building Control, Inc.
1301 Waters Ridge Drive
Lewisville, TX 75057

Dear Mr. Mills:

The following describes the terms of employment for Danny W. Mills (the "Executive") with American Building
Control, Inc., a Delaware corporation (the "Company").

1. Position with the Company. Executive shall serve as President and Chief Executive Officer of the Company, or
such other titles and positions delegated to him by the Board of Directors (the "Board"), including, but not limited
to, working with the Strategic Committee of the Board.

2. Base Salary. The annual base salary for the Executive will be $180,000 per year and shall be reviewed
annually by the Compensation Committee of the Board (the "Committee").

3. Annual Cash Incentive Compensation. Executive may receive an annual cash incentive bonus based on
performance criteria established by the Committee, in its sole discretion, for each year. The target annual cash
incentive bonus for the Executive for 2004 will be 50% of base salary on performance by the Company against
the objectives stated in the annual operating plan and could increase to 150% of base salary for truly exemplary
performance by the Company against the objectives stated in the annual operating plan, all as determined by the
Committee in its sole discretion. The Company's management shall be responsible for proposing the annual
operating plan that will be subject to approval by the Board. Once the annual operating plan is approved, the
Committee will adopt the range of incentive compensation targets, if any, for the Executive. If Executive is not
employed by the Company for entire annual cash incentive bonus period, the Executive's bonus for such period
shall be determined in accordance with the Company's then existing policies for executive bonuses.

4. Long-term Incentive Compensation.

(a) Initial Option.

(i) The executive shall receive an initial option to acquire 250,000 shares Of the Company's common stock under
the 2002 Incentive Stock Plan (the "Initial Option"). Subject to paragraph 4(a)(ii) below, the shares subject to the
Initial Option shall vest 1/3 on each anniversary date from the date of grant. The grant date for the Initial Option
shall be December 19, 2003.

(ii) Notwithstanding the foregoing, in the event (1) the Executive is terminated "without cause" (as defined in
paragraph 5 below), or
(2) a "change of control" (as defined below) shall occur, the Initial Option shall immediately vest.

(iii) For purposes of this letter the term "change of control" means the acquisition by purchase, reorganization,
merger, consolidation, business combination or otherwise by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (the "Exchange Act") of
"beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of either (A) the then-outstanding shares of common stock of the Company, or (B) the combined voting power of
the then-outstanding voting securities of the Company entitled to vote generally in the election of directors;
provided, however, that the following acquisitions shall not constitute a "change of control": (I) any acquisition
directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation



controlled by the Company, (iii) any acquisition by the Executive , by any group of persons consisting of relatives
within the second degree of consanguinity or affinity of the Executive or by any affiliate of the Executive, or (iv)
any acquisition by a stockholder that owned more than 50% of the Company's Series A 12% Cumulative
Convertible Preferred Stock on January 1, 2004, or any affiliate thereof.

(b) Performance Option. In addition and subject to the discretion of the Committee, Executive shall receive on an
annual basis additional option to acquire up to 300,000 shares of the Company's common stock under the 2002
Incentive Stock Plan (the "Performance Option"). The actual number of shares subject to the Performance
Option granted in 2004 will range from 100,000 to 300,000 shares and shall be determined based on the
Company's performance against the criteria established by the Committee in it sole discretion against the
objectives stated in the annual operating plan. Once the number of shares subject to the Performance Option is
determined, the shares subject to the option shall vest in accordance with the vesting schedule approved by the
Committee for all other executives of the Company. The range of the Performance Option, if any, for calendar
years beginning in 2005 shall be subject to the Committee's determination.

5. Severance Compensation. The Executive shall be entitled to receive six months of severance compensation
payable in the same manner as prior to the date of termination and the continued participation in the Company's
health and welfare benefit plans (on the same basis prior to the date of termination and to the extent permitted by
such plans) in the event the Executive is terminated "without case." In addition, the Executive shall be entitled to
an additional six months of severance compensation for each year of service beginning on the anniversary date of
the first year of service up to a maximum severance benefit of two years of severance compensation. For
purposes of this letter, "without cause" shall mean termination by the Company of Executive's employment for any
reason other than death or disability and for any reason other than any of the following:

(a) The Executive commits any felony including, but not limited to, a felony involving fraud, theft,
misappropriation, dishonesty, or embezzlement or commits any misdemeanor which in the sole of the Company
involves moral turpitude;

(b) The Executive willfully engages in acts that he knew, or should have known in the exercise of reasonable care,
would cause material harm to the Company's property, goodwill or existing business interests; provided,
however, that no act on Executive's part shall be considered "willful" unless done by Executive, in the Company's
sole discretion, without good faith and reasonable belief that his actions were in the best interest of the Company;

(c) The Executive engages in any violation of any civil law, including but not limited to harassment (sexual and/or
otherwise unlawful) and RICO laws.

(d) The Executive continues to fail to substantially perform his previously identified duties, or refuses to
substantially perform his previously identified duties, thirty (30) calendar days after written demand for substantial
performance is delivered by the Company specifically identifying the manner in which the Company believes
Executive has failed or refused to substantially perform his duties.

(e) A material breach of any written Company policies or procedures that are applicable to executives at
Executive's lever or higher within the Company, after written notice by the Company to the Executive of such
violation, and in the event of a procedural breach of any written Company policies or procedures the failure by
the Executive to undertake his best efforts to cure such procedural violation within a thirty (30) calendar day
period where a cure within that time period is possible; provided, however, that "cause" will not exist if the policy
violation would not normally be a dischargeable offense under the Company's progressive discipline policies.

6. Perquisites. Executive shall be entitled to receive the following perquisites:

(a) Interim residence stipend (to be limited and/or extended at the discretion of the Board) and a relocation
package if Executive decides to move his residence within the first twelve months after the date of employment.
(b) Auto benefit of up to $500 a month plus reimbursement of variable expenses.

(c) Other perquisites shall include the cost of financial planning (up to a maximum of $5,000 per year), the cost of
an annual physical (up to a maximum of $3,000 per year), and reimbursement for the costs of a country and/or
lunch club (up to a maximum of $10,000 per year).

7. General. As a Company employee, you will be expected to abide by all Company rules, policies and
procedures. You will be expected to sign and comply with the Company's standard Proprietary Information and
Inventions Agreement which requires, among other provisions, the assignment of patent rights to any invention
made during your employment at the Company and non-disclosure of proprietary information.

As an employee, Executive may terminate employment at any time and for any reason whatsoever with notice to
the Company. The Company requests that, in the event of resignation, Executive give the Company at least two
weeks notice. The company may terminate Executive's employment at any time for any reason whatsoever, with
or without cause or advance notice subject to the provisions of paragraph 4(a)(ii)(1) and paragraph 5 above.

The terms and conditions of employment set forth in this letter including the "at will" employment arrangement
described above supersedes all of the Company's prior written and oral communication with Executive regarding
employment with the Company and can only be modified by written agreement signed by Executive and an
authorized officer of the Company and approved by the Committee in writing.

If you wish to accept employment at the Company under the terms set out above, please sign and date this letter.

                                AMERICAN BUILDING CONTROL, INC.

                                   BY: /S/ CARLO LOI
                                       ----------------------------------

                                   TITLE: CHAIRMAN OF THE BOARD
                                          -------------------------------




AGREED AND ACCEPTED:

                                        /S/ DANNY W. MILLS
                                        ------------------------------
                                        DANNY W. MILLS

                                        DATE: 1/28/2004
                                              ------------------------




                                                   Exhibit 14.1

                     AMERICAN CODE OF BUSINESS CONDUCT CORPORATE
                                   BUILDING POLICY

CONTROL, INC. CODE OF ETHICS N-2

                                                 March 31, 2003

INTRODUCTION:

This Code of Ethics is a part of the Company's Code of Conduct. This Code of Ethics is established pursuant to
Section 406 of the Sarbanes-Oxley Act of 2002, which requires that the Company establish a code of ethics to
apply to the Company's principal executive officer and certain of the Company's senior financial officers, including
but not limited to, the Company's principal financial officer, controller, principal accounting officer, or persons
performing similar functions (the "Executive Officers").

The Executive Officers should note that simply complying with Laws or following widespread business practices
may not be enough to comply with this Code of Ethics. It is therefore very important that the Executive Officers
read and understand this Code of Ethics.

If any Executive Officer has a question regarding this Code of Ethics, then such Executive Officer should contact
the General Counsel. If any Executive Officer has information, concerns, or suspicions regarding any illegal or
unethical conduct, then such Executive Officer should immediately contact the General Counsel.

PURPOSE:

The purpose of this Code of Ethics is to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the
Company with the SEC and in the Company's public communications;

(3) Compliance with applicable Laws;

(4) The prompt internal reporting of violations of this Code of Ethics to an appropriate person or persons
identified in this Code of Ethics; and

(5) Accountability for adherence to this Code of Ethics.



This Code of Ethics must be applied by the Executive Officers in good faith and with reasonable business
judgment to enable the Company to achieve its operating and financial goals within the framework of the Law.



POLICY:

A. ETHICAL STANDARDS OF CONDUCT

The Executive Officers must follow the accounting rules and controls set forth by the SEC and the Financial
Accounting Standards Board.

The Executive Officers must also comply with the obligations set out in the Sarbanes-Oxley Act of 2002.

Each Executive Officer shall, when required, provide full, fair, accurate, timely, and understandable disclosure in
the periodic reports that the Company is required to file. Accordingly, all account books, budgets, project
evaluations, expense accounts and other papers utilized in maintaining business records must accurately report the
matters to which they relate.

All assets and liabilities of the Company must be carefully and properly set forth in the Company's financial
records. The Company's outside accountants must be given full access to all information of the Company
necessary for them to properly conduct any audit of the Company or of any subsidiary or division of the
Company.

No Executive Officer shall conceal a mistake in the Company's financial reporting. All such mistakes must be fully
disclosed and corrected as promptly as possible. Falsification of any Company record is strictly prohibited and
will result in instant dismissal and possibly criminal charges being filed.

No Executive Officer may request or be granted a loan or payroll advance from the Company.
All Executive Officers must comply with all applicable securities Laws and the Company's Insider Trading Policy.
See Policy N-6 of the Code of Conduct for the Company's Insider Trading Policy.

The Executive Officers must strive to apply high ethical, moral and legal principles in every aspect of their
business dealings with other Employees, the public, the business community, stockholders, customers, suppliers
and governmental and regulatory authorities.

All Executive Officers must avoid any activities that would involve the Company in any practice that is not in
compliance with this Code of Ethics. Any Executive Officer who does not adhere to such standards and
restrictions is acting outside the scope of his or her employment.

The Company will not excuse any violation of this Code of Ethics by an Executive Officer even if the violation
was specifically requested or directed by another Executive Officer. Only the Board or the Audit Committee can



authorize a waiver of this Code of Ethics. See Section 2 of Part B of this Code of Ethics.

Each Executive Officer must alert the Board or the Audit Committee whenever an illegal, dishonest, or unethical
act is discovered or suspected by such Executive Officer. No Executive Officer will be penalized by the
Company for reporting his or her discovery of such acts or for reporting suspicions of such acts provided that
such Executive Officer is not a party to or responsible (alone or with others) for such acts.

Conflicts of interests are to be avoided by the Executive Officers. A conflict of interest exists if an Executive
Officer's actions are, or could reasonably appear to be, influenced, directly or indirectly, by personal
considerations or by actual or potential personal benefit or gain. See Policy N-4 of the Code of Conduct for the
Company's Conflict of Interest policy. If a conflict of interest is unavoidable it must be disclosed at the earliest
opportunity. Conflicts of interests can arise with respect to financial and business interests, investments,
relationships with suppliers, and the offering of prizes, samples, gifts, gratuities or incentives.

The Audit Committee has separately established procedures for the receipt of confidential, anonymous
submissions by the Company's employees of concerns regarding questionable accounting or auditing matters.

B. ADMINISTRATION OF THIS CODE OF ETHICS

This Code of Ethics shall be administered as follows:

1. RESPONSIBILITY FOR ADMINISTRATION

The Board or the Audit Committee (the "Ethics Administrator") shall be responsible for interpreting and
administering this Code of Ethics. In discharging its responsibilities, the Ethics Administrator may engage such
agents and advisors as it shall deem necessary or desirable, including but not limited to attorneys and accountants.

2. SCOPE OF THIS CODE OF ETHICS

The Ethics Administrator shall periodically, in light of the experience of the Company, review this Code of Ethics.
As it deems necessary, the Audit Committee shall make recommendations to the Board to ensure that (i) this
Code of Ethics conforms to applicable Law, (ii) this Code of Ethics meets or exceeds industry standards, and (iii)
any weaknesses in this Code of Ethics or any other Policy of the Company are revealed through monitoring,
auditing, and reporting systems are eliminated or corrected.



3. WAIVER OR AMENDMENT OF THIS CODE OF ETHICS

The Ethics Administrator may grant a specific, limited waiver of any provision of this Code of Ethics if the Ethics
Administrator determines, based on information that the Ethics Administrator deems credible and persuasive, that
such a limited waiver is appropriate under the specific circumstances (and each fact situation will be a separate
case). If the Ethics Administrator waives any provision of this Code of Ethics, then the Company shall make an
immediate disclosure of such waiver in a manner permitted by applicable Law. This Code of Ethics may be
amended only by the Board.

4. MONITORING AND AUDITING

The information developed by the Company's independent accountants in performing their audit engagement on
behalf of the Company by the Company's internal auditors in the performance of their assigned responsibilities
shall be made available to the Ethics Administrator as a means of monitoring compliance with this Code of Ethics.

5. REPORTING SYSTEM

Any suspected violation of this Code of Ethics shall be promptly reported to the Ethics Administrator.

6. INVESTIGATION OF VIOLATIONS

If the Company receives information regarding an alleged violation of this Code of Ethics, then the Ethics
Administrator shall:

(1) evaluate such information as to gravity and credibility;

(2) if necessary, initiate an informal inquiry or a formal investigation with respect thereto:

(3) if appropriate, prepare a written report of the results of such inquiry or investigation, including
recommendations as to the disposition of such matter;

(4) if appropriate, make the results of such inquiry or investigation available to the public (including disciplinary
action); and

(5) if appropriate, recommend changes to this Code of Ethics that the Ethics Administrator deems necessary or
desirable to prevent similar violations of this Code of Ethics.



7. DISCIPLINARY MEASURES

The Ethics Administrator shall enforce this Code of Ethics through appropriate disciplinary actions. The Ethics
Administrator shall determine whether violations of this Code of Ethics have occurred and, if so, shall determine
the disciplinary actions to be taken against any Executive Officer who has violated this Code of Ethics.

The disciplinary actions available to the Ethics Administrator include counseling, oral or written reprimands,
warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of
employment, and restitution.

The jurisdiction of the Ethics Administrator shall include, in addition to the Executive Officer that violated this
Code of Ethics, any other Employee involved in the wrongdoing such as
(i) persons who fail to use reasonable care to detect a violation and (ii) persons who withhold material information
about a suspected violation of this Code of Ethics when requested to divulge such information.

APPROVED: Board of Directors March 31, 2003
  

                                                                                                            Exhibit 31.1 

                                                    Certifications

I, Danny W. Mills, certify that:

   1.   I have reviewed this annual report on Form 10-K of American Building Control, Inc.;
  
   2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
        state a material fact necessary to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period covered by this report;
  
   3.   Based on my knowledge, the financial statements, and other financial information included in this report,
        fairly present in all material respects the financial condition, results of operations and cash flows of the
        registrant as of, and for, the periods presented in this report;
  
   4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
        and have:

        a.   Designed such disclosure controls and procedures, or caused such disclosure controls and
             procedures to be designed under our supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
             particularly during the period in which this report is being prepared;
  
        b.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
             this report our conclusions about the effectiveness of the controls and procedures, as of the end of
             the period covered by this report based on such evaluation; and
  
        c.   Disclosed in this report any change in the registrant’s internal control over financial reporting that
             occurred during the registrant’s most recent fiscal quarter that has materially affected, or is
             reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

   5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the registrant’s auditors and the audit committee of the
        registrant’s board of directors (or persons performing the equivalent functions):

        a.   All significant deficiencies and material weaknesses in the design or operation of internal control over
             financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
             process, summarize and report financial information; and
  
       b.   Any fraud, whether or not material, that involves management or other employees who have a
            significant role in the registrant’s internal control over financial reporting.
                                                                                                   
                                                                                                   
Dated: April 9, 2004                                       By            /s/ Danny W. Mills        
                                                                           Danny W. Mills          
                                                                       Chief Executive Officer     
  

                                                             
  

                                                                                                            Exhibit 31.2 

                                                    Certifications

I, Jon D. Greenwood, certify that:

   1.   I have reviewed this annual report on Form 10-K of American Building Control, Inc.;
  
   2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
        state a material fact necessary to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period covered by this report;
  
   3.   Based on my knowledge, the financial statements, and other financial information included in this report,
        fairly present in all material respects the financial condition, results of operations and cash flows of the
        registrant as of, and for, the periods presented in this report;
  
   4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
        and have:

        a.   Designed such disclosure controls and procedures, or caused such disclosure controls and
             procedures to be designed under our supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
             particularly during the period in which this report is being prepared;
  
        b.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
             this report our conclusions about the effectiveness of the controls and procedures, as of the end of
             the period covered by this report based on such evaluation; and
  
        c.   Disclosed in this report any change in the registrant’s internal control over financial reporting that
             occurred during the registrant’s most recent fiscal quarter that has materially affected, or is
             reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

   5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the registrant’s auditors and the audit committee of the
        registrant’s board of directors (or persons performing the equivalent functions):

        a.   All significant deficiencies and material weaknesses in the design or operation of internal control over
             financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
             process, summarize and report financial information; and
  
       b.   Any fraud, whether or not material, that involves management or other employees who have a
            significant role in the registrant’s internal control over financial reporting.
                                                                                                       
                                                                                                       
Dated: April 9, 2004                                       By          /s/ Jon D. Greenwood            
                                                                          Jon D. Greenwood             
                                                                   Interim-Chief Financial Officer     
  

                                                             
  

                                                                                                          Exhibit 32.1 

           INFORMATIONAL ADDENDUM TO REPORT ON FORM 10-K PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 NOT FILED PURSUANT TO
                         THE SECURITIES EXCHANGE ACT OF 1934

     Solely for the purpose of Section 906 of the Sarbanes-Oxley Act of 2002, and solely to the extent this
certification may be applicable to this Report on Form 10-K, the undersigned hereby certify that this report on
Form 10-K of American Building Control, Inc. fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that information contained herein this report on Form 10-K fairly
presents, in all material respects, the financial condition and results of operations of American Building Control,
Inc.

Dated: April 9, 2004 
                                                          
                                                                   /s/ Danny W. Mills
                                                          




                                                                                




                                                                    Danny W. Mills
                                                             President and Chief Executive
                                                                        Officer
                                                          
                                                                  /s/ Jon D. Greenwood
                                                          




                                                                                




                                                               Jon D. Greenwood
                                                        Senior Vice-President, Secretary,
                                                          Treasurer and Interim-Chief
                                                                Financial Officer

                                                               

                                                  EXHIBIT 99.1

                                 AMERICAN BUILDING CONTROL, INC.

                                      AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight
responsibilities for:

1. The integrity of the Company's financial statements and other financial information provided by the Corporation
to any governmental body or the public.

2. The Company's compliance with legal and regulatory requirements.

3. The Independent Auditor's independence and qualifications.

4. The performance of the Internal Audit function and Independent Auditors.

5. The existence of the Corporation's systems of internal controls over finance, accounting, legal compliance and
ethics that Management and the Board have established including the Corporation's auditing, accounting and
financial reporting processes. Consistent with this function, the Audit Committee should encourage continuous
improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all
levels.

II. COMPOSITION
1. The Audit Committee, as determined by the Board of Directors, shall be comprised of at least three but no
more than six Directors, at least one of which will be designated as the Committee's "Financial Expert."

Each Audit Committee member shall be a member of the public company's Board of Directors and be
independent---free from any relationship that, in the opinion of the Board, would interfere with the exercise of his
or her independent judgment as a member of the Committee. To be considered independent, a member of the
Audit Committee may not accept any consulting, advisory, or other compensatory fee from the Company in
excess of $60,000 other than for Board services or be an affiliated person of the Company or any of its
subsidiaries (other than in his or her capacity as a member of the Audit Committee, the Board of Directors, or
any other Board Committee).

All members of the Committee shall have a working familiarity with basic finance and accounting practices, and at
least one member of the Committee shall have accounting or related financial management expertise. Committee
members may enhance their familiarity with finance and accounting by participating in educational programs
conducted by the Corporation or an outside consultant.



"Financial Expert," is defined as a person who has, through experience and education as a public accountant,
auditor, principal financial officer, comptroller, and principal accounting officer of a public company, or has had a
position performing similar functions. The Financial Expert must have:

1. An understanding of generally accepted US accounting principles and financial statements;

2. Experience in the preparation or auditing of financial statements of generally comparable companies and the
application of such principles in connection with the accounting for estimates, accruals, and reserves;

3. Experience with internal controls;

4. An understanding of Audit Committee functions.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board
or until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full Committee membership.

No Committee member shall simultaneously serve on the Audit Committee of more than two public companies.

III. AUTHORITY

The Audit Committee has the authority to conduct or authorize investigations into any matters within its scope of
responsibility. It is empowered to:

o Appoint, discharge, compensate, and oversee the work of the Independent Audit Firm employed by the
Company for the purpose of preparing or issuing an audit report or related work. This firm will report directly to
the Audit Committee.

o Oversee the work of the Internal Audit function in conjunction with the Chief Financial Officer.

o Resolve any disagreements between Management and the Independent Audit Firm regarding financial
reporting.

o Pre-approve all auditing and permitted non-audit services (including underwriting comfort letters) performed by
the Company's Independent Audit Firm.

o Investigate any matter brought to its attention and shall have full access to the books, records and personnel of
the Company.

o Retain independent counsel, accountants, or others to advise the Committee or assist in the conduct of an
investigation, the fees and expenses of such counsel and experts to be paid by the Company.
o Seek any information it requires from employees---all of whom are directed to cooperate with the committee's
requests---or external parties.

o Meet with Company Officers, external auditors, internal auditors, inside or outside counsel, as necessary.



IV. MEETINGS

The Committee shall meet at least four times annually with the authority to convene additional meetings as
circumstances warrant. All Committee members are expected to attend each meeting, in person or via tele- or
video conference. The Committee will meet at least annually with the Manager of the Internal Audit function and
the Independent Auditors in separate executive sessions to discuss any matters that the Committee or each of
these groups believes should be discussed privately. In addition, the Committee or at least its Chair should meet
with the Independent Auditors and Management quarterly to review the Corporation's financial information.
Minutes of each meeting will be prepared.

V. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Financial Statements

1. Review significant accounting and reporting issues and understand their impact on the financial statements.
These issues include:

o Complex or unusual transactions and highly judgmental areas

o Major issues regarding accounting principles and financial statement presentations, including any significant
changes in the company's selection or application of accounting principals

o The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial
statements of the Company

Consider and approve, in conjunction with Management, major changes to the Company's auditing, and
accounting principles and practices as suggested by the Independent Auditors, Management, or the Internal Audit
Director.

          2.          Review analyses prepared by Management and/or the Independent Auditors
                      setting forth significant financial reporting issues, and judgments
                      made in connection with the preparation of the financial statements,
                      including analyses of the effects of alternative GAAP methods on the
                      financial statements.

          3.          Review with Management, the Internal Audit Director and the Independent
                      Auditors the results of the audit, including any difficulties
                      encountered. This review will include any restrictions on the scope of
                      the audit, Independent Auditor's activities or on access to requested
                      information, and any significant disagreements with Management.

          4           Discuss the annual audited financial statements and quarterly financial
                      statements with Management and the Independent Auditors, including the
                      Company's disclosures under "Management's Discussion and Analysis of
                      Financial Condition and Results of Operations."



          5.          Review disclosures made by the CEO, CFO, and Disclosure Review
                      Committee during the Forms 10-K and 10-Q certification process about
                      significant deficiencies in the design or operation of internal
                      controls or any fraud that involves Management or other employees who
                      have a significant role in the Company's internal controls.

          6.          Discuss earnings press releases (particularly use of "pro forma," or
                      "adjusted" non-GAAP, information), as well as financial information and
                     earnings guidance provided to analysts and ratings agencies. This
                     review may be general (i.e., the types of information to be disclosed
                     and the type of presentations to be made). The Audit Committee does not
                     need to discuss each release in advance.

          7.         Review with Management, the Internal Audit Director, and the
                     Independent Auditors, the memorandum of advisory comments required
                     under Statement of Auditing Standard No. 61.

          8.         Review and discuss with Management, financial statements to be included
                     in the Annual 10-K Report.




Internal Control

1. Consider the effectiveness of the Company's internal control system, including information technology security
and control.

2. Ensure that Management has:

A. Established and maintains internal controls within the Company

B. Designed internal controls to determine that material information relating to the Company and its consolidated
subsidiaries is made known to such Officers by others within those entities

C. Presented in their report, their conclusions about the effectiveness of their internal controls based on their
evaluation as of that date Company's internal controls and have identified for the Company's Independent
Auditors any material weaknesses in internal controls

D. Disclosed any fraud, whether or not material, that involves Management or other employees who have a
significant role in the Company's internal controls.

3. Understand the scope of Internal Auditors and Independent Auditor's review of internal control over financial
reporting, and obtain reports on significant findings and recommendations, together with Management's
responses.

4. Review with the Independent Auditors, the Internal Auditing Director, and Management, the extent to which
changes or improvements in financial or accounting practices, as approved by the Audit Committee or required
by law, have been implemented. (This review should be conducted at an appropriate time subsequent to
implementation of changes or improvements, as decided by the Committee.)



Internal Audit

1. Review with Management and the Director of Internal Audit , the plans, activities, and staffing needs of the
internal audit function.

2. Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment or
replacement of the Director of Internal Audit.

3. On a regular basis, meet separately with the Director of Internal Audit to discuss any matters that the
Committee or Internal Audit believes should be discussed privately.

Independent Audit

1. Review the performance of the Independent Auditors, and exercise final approval on the appointment or
discharge of the Independent Auditors. In performing this review, the Committee will at least annually, obtain and
review a Report by the Independent Auditor ("the Firm,") describing:

A. The Firm's internal quality-control procedures
B. Any material issues raised by the most recent internal quality-control review, or peer review, of the Firm, or by
any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting
one or more independent audits carried out by the Firm, and any steps taken to deal with any such issues

C. Assess all relationships between the Firm and the Company

D. In addition, the Committee should meet with and discuss the opinions of Management and Internal Audit.

2. Ensure the rotation of the audit concurring and tax partners every five years and other partners every seven
years, and consider whether there should be regular rotation of the Independent Audit firm itself.

3. Present its conclusions with respect to the Independent Auditor to the full Board.

4. Set hiring policies for employees or former employees of the Independent Auditors.

5. On a regular basis, meet separately with the Independent Auditors to discuss any matters that the Committee
or the Independent Auditors believe should be discussed privately.

Compliance



1. Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of
Management's investigation and follow-up (including disciplinary action) of any instances of noncompliance.

2. Establish procedures for the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

3. Review the findings of any examinations by regulatory agencies, and any Internal or Independent Auditor
observations.

4. Review the process for communicating the Code of Conduct to Company personnel, and for monitoring
compliance therewith.

5. Obtain regular updates from Management and Company legal counsel regarding compliance matters including
corporate securities trading and corporate stock trading policies.

6. Review, with the Company's legal counsel, any legal matters that could have a significant impact on the
Company's financial statements.

Reporting Responsibilities

1. Regularly report to the Board of Directors about Committee activities and issues that arise with respect to the
quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory
requirements, the performance and independence of the Company's Independent Auditors, and the performance
of the Internal Audit function.

2. Provide an open avenue of communication between Internal audit, the Independent Auditors, and the Board of
Directors.

3. Report annually to the shareholders in the Company's Proxy Statement that is has:

A. Reviewed and discussed the audited financial statements with Management.

B. Discussed with the Independent Auditor, the matters required to be discussed by the Statement on Auditing
Standards No. 61, Communication with the Audit Committees, as amended, and Statement on Auditing
Standards No. 71, Interim Financial Reporting, as amended.
C. Reviewed from the Independent Auditor, any written disclosures regarding the Independent Auditor's
independence required by Independence Standards Board Standard No. 1, as amended , and discussed with the
Independent Auditors, the Auditor's independence.



D. Based on the reviews and discussions with Management and the Independent Auditor, recommend to the
Board of Directors that the audited financial statements be included in the Company's Annual Report on Form
10-K for the last fiscal year for filing with the Securities and Exchange Commission.

E. Described the Committee's composition, responsibilities and how they were discharged, approval of non-audit
services and other pertinent information.

4. Review of any reports the Company issues that relate to committee responsibilities.

Other Responsibilities

1. Discuss with Management the Company's major policies with respect to risk assessment and risk management.

2. Perform other activities related to this Charter, the Company's By-Laws, or governing law as requested by the
Board of Directors.

3. Review and assess the adequacy of the Committee Charter annually, requesting Board approval for proposed
changes, and ensure appropriate disclosure as may be required by law or regulation.

4. Confirm annually that all responsibilities in the Charter have been carried out.

5. Evaluate the Committee's and individual members' performance at least annually.

6. Conduct or authorize investigations into matters relating to the purposes, duties, or responsibilities of the
Committee.

VI. SAFE HARBOR

While the Committee has the functions set forth in this Charter, it is not the responsibility or fiduciary duty of the
Committee to determine that the Company's financial statements are prepared accurately and completely and in
accordance with generally accepted accounting principles. Additionally, it is not the Committee's duty to assure
that the Management of the Company, the Independent Auditors of the Company, or the Company's legal
counsel are in compliance with all applicable laws and regulations. When performing its duties, the Committee is
only obligated to rely on the advice and information it receives from Management, the Independent Auditors,
legal counsel, or other experts retained by the Committee in connection with its responsibilities.



                                                     Exhibit 99.2

                                 AMERICAN BUILDING CONTROL, INC.
                                 NOMINATING COMMITTEE CHARTER

Role:

The role of the Nominating Committee (the "Committee") of American Building Control, Inc., a Delaware
corporation (the "Company"), is to determine the slate of director nominees for election to the Company's Board
of Directors (the "Board") and to identify and recommend candidates to fill vacancies occurring between annual
shareholder meetings.

Membership:

The membership of the Committee shall consist of at least two directors, each of whom is "independent" within
the meaning of applicable Nasdaq Marketplace Rules and is free of any relationship that, in the opinion of the
Board, would interfere with his or her exercise of independent judgment. Applicable laws and regulations will be
followed in evaluating a member's independence. A majority of the members of the Committee appoints the
chairperson of the Committee.

Operations:

The Committee shall meet at least twice a year. Additional meetings may occur as the Committee or its
chairperson deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings and
will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the
minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same
rules regarding meetings (including meetings by conference telephone or similar communications equipment),
action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the
Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with
(a) any provision of this Charter,
(b) any provision of the Bylaws of the Company, or (c) other applicable law.

Authority:

The Committee will have the resources and authority necessary to discharge its duties and responsibilities,
including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any
communications between the Committee and legal counsel in the course of obtaining legal advice will be
considered privileged communications of the Company and the Committee will take all necessary steps to
preserve the privileged nature of those communications.

Responsibilities:

The principal responsibilities and functions of the Committee are as follows:

                                                          1


o Annually evaluate and report to the Board on the performance and effectiveness of the Board.

o Annually present to the Board a list of individuals recommended for nomination for election to the Board at the
next annual meeting of shareholders.

o Before recommending an incumbent, replacement or additional director, review his or her qualifications,
including capability, availability to serve, conflicts of interest, independence and other relevant factors.

o Assist in identifying, interviewing and recruiting candidates for the Board and retain a search firm, if necessary,
to be used to identify director candidates.

o Annually review the composition of each committee and present recommendations for committee memberships
to the Board as needed.

o Regularly (at least annually) review and make recommendations about changes to the charter of the Committee.

Adopted by the Board as of March 8, 2004

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