<PAGE>

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

PURPOSE

         This Code of Business Conduct and Ethics (the "Code") contains general
guidelines for conducting the business of Diamond Triumph Auto Glass Inc. and
its subsidiaries (collectively, the "Company") consistent with the highest
standards of business ethics. To the extent this Code requires a higher standard
than required by commercial practice or applicable laws, rules or regulations,
we adhere to these higher standards.

         This Code applies to all directors, officers and employees of the
Company. We refer to all persons covered by this Code as "Company employees" or
simply "employees." We also refer to the Chief Executive Officer, the Chief
Financial Officer, the principal accounting officer and the controller of the
Company as our "principal financial officers."

SEEKING HELP AND INFORMATION

         This Code is not intended to be a comprehensive rulebook and cannot
address every situation that you may face. If you feel uncomfortable about a
situation or have any doubts about whether it is consistent with the Company's
ethical standards, seek help. We encourage you to contact your supervisor for
help first. If your supervisor cannot answer your question or if you do not feel
comfortable contacting your supervisor, contact the Human Resources Department.

REPORTING VIOLATIONS OF THE CODE

         All employees have a duty to report any known or suspected violation of
this Code, including any violation of the laws, rules, regulations or policies
that apply to the Company. If you know of or suspect a violation of this Code,
immediately report the conduct to your supervisor. Your supervisor will contact
the Human Resources Department, which will work with you and your supervisor to
investigate your concern. If you do not feel comfortable reporting the conduct
to your supervisor or you do not get a satisfactory response, you may contact
the Human Resources Department directly.

         All reports of known or suspected violations of the law or this Code
will be handled sensitively and with discretion. Your supervisor, the Human
Resources Department and the Company will protect your confidentiality to the
extent possible, consistent with law and the Company's need to investigate your
concern. The Company prohibits retaliation against an employee who, in good
faith, seeks help or reports known or suspected violations.

<PAGE>

         It is Company policy that any employee who violates this Code will be
subject to appropriate discipline, which may include termination of employment.
This determination will be based upon the facts and circumstances of each
particular situation. An employee accused of violating this Code will be given
an opportunity to present his or her version of the events at issue prior to any
determination of appropriate discipline. Employees who violate the law or this
Code may expose themselves to substantial civil damages, criminal fines and
prison terms. The Company may also face substantial fines and penalties and many
incur damage to its reputation and standing in the community. Your conduct as a
representative of the Company, if it does not comply with the law or with this
Code, can result in serious consequences for both you and the Company.

WAIVERS OF THE CODE

         Waivers of this Code will be granted only in extraordinary
circumstances. Waivers of this Code for employees may be made only by an
executive officer of the Company. Any waiver of this Code for our directors,
executive officers or other principal financial officers may be made only by our
Board of Directors or the appropriate committee of our Board of Directors and
will be disclosed to the public as required by law or the rules of the
Securities and Exchange Commission.

CONFLICTS OF INTEREST

IDENTIFYING POTENTIAL CONFLICTS OF INTEREST

         A conflict of interest can occur when an employee's private interest
interferes, or appears to interfere, with the interests of the Company as a
whole. You should avoid any private interest that influences your ability to act
in the interests of the Company or that makes it difficult to perform your work
objectively and effectively.

         Identifying potential conflicts of interest may not always be
clear-cut. The following situations are examples of conflicts of interest:

             -    Outside Employment. No employee should be employed by, serve
                  as a director of, or provide any services to a company that is
                  a customer, supplier or competitor of the Company.

             -    Improper Personal Benefits. No employee should obtain any
                  material (as to him or her) personal benefits or favors
                  because of his or her position with the Company.

             -    Financial Interests. No employee should have a significant
                  financial interest (ownership or otherwise) in any company
                  that is a customer, supplier or competitor of the Company. A
                  "significant financial interest" means (i) ownership of
                  greater than 1% of the equity of a customer, supplier or
                  competitor or (ii) an investment in a customer, supplier or
                  competitor that represents more

                                       2
<PAGE>

                  than 5% of the total assets of the employee, as stipulated in
                  the non-compete agreement.

             -    Loans or Other Financial Transactions. No employee should
                  obtain loans or guarantees of personal obligations from, or
                  enter into any other personal financial transaction with, any
                  company that is a customer, supplier or competitor of the
                  Company. This guideline does not prohibit arms-length
                  transactions with banks, brokerage firms or other financial
                  institutions.

             -    Service on Boards and Committees. No employee should serve on
                  a board of directors or trustees or on a committee of any
                  entity (whether profit or not-for-profit) whose interests
                  reasonably would be expected to conflict with those of the
                  Company.

             -    Actions of Family Members. The actions of family members
                  outside the workplace may also give rise to the conflicts of
                  interest described above because they may influence an
                  employee's objectivity in making decisions on behalf of the
                  Company. For purposes of this Code, "family members" include
                  your spouse or life-partner, brothers, sisters and parents,
                  in-laws and children whether such relationships are by blood
                  or adoption.

DISCLOSURE OF CONFLICTS OF INTEREST

         The Company requires that employees disclose any situations that
reasonably would be expected to give rise to a conflict of interest. If you
suspect that you have a conflict of interest, or something that others could
reasonably perceive as a conflict of interest, you must report it to your
supervisor or the Human Resources Department. Your supervisor and the Human
Resources Department will work with you to determine whether you have a conflict
of interest and, if so, how best to address it. Although conflicts of interest
are not automatically prohibited, they are not desirable and may only be waived
as described in "Waivers of the Code" above.

CONFIDENTIAL INFORMATION

         Employees have access to a variety of confidential information while
employed at the Company. Confidential information includes all non-public
information that might be of use to competitors, or, if disclosed, harmful to
the Company or its customers. Employees have a duty to safeguard all
confidential information of the Company or third parties with which the Company
conducts business, except when disclosure is authorized or legally mandated. An
employee's obligation to protect confidential information continues after he or
she leaves the Company as stipulated in the confidentiality agreement.
Unauthorized disclosure of confidential information could cause competitive harm
to the Company or its customers and could result in legal liability to you and
the Company.

         Any questions or concerns regarding whether disclosure of Company
information is legally mandated should be promptly referred to the Human
Resources Department.

                                       3
<PAGE>

COMPANY RECORDS

         Accurate and reliable records are crucial to our business. Our records
are the basis of our earnings statements, financial reports and other
disclosures to the public and guide our business decision-making and strategic
planning. Company records include booking information, payroll, timecards,
travel and expense reports, e-mails, accounting and financial data, measurement
and performance records, electronic data files and all other records maintained
in the ordinary course of our business.

         All Company records must be complete, accurate and reliable in all
material respects. Undisclosed or unrecorded funds, payments or receipts are
inconsistent with our business practices and are prohibited. You are responsible
for understanding and complying with our record keeping policy. Ask your
supervisor if you have any questions.

         Note: The Company has a formal document retention policy that each
employee must follow with respect to Company records within such employee's
control. Please contact your supervisor or the Tax Department to obtain a copy
of this policy.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

         As a company with publicly traded debt securities, we are subject to
various securities laws, regulations and reporting obligations. Both federal law
and our policies require the disclosure of accurate and complete information
regarding the Company's business, financial condition and results of operations.
Inaccurate, incomplete or untimely reporting will not be tolerated and can
severely damage the Company and result in legal liability.

         The Company's principal financial officers and other employees working
in the Financial/Accounting Department have a special responsibility to ensure
that all of our financial disclosures are full, fair, accurate, timely and
understandable. These employees must understand and strictly comply with
generally accepted accounting principles and all standards, laws and regulations
for accounting and financial reporting of transactions, estimates and forecasts.

COMPLIANCE WITH INSIDER TRADING LAWS

         Company employees are prohibited from trading in the stock or other
securities of the Company while in possession of material, nonpublic information
about the Company. In addition, Company employees are prohibited from
recommending, "tipping," or suggesting that anyone else buy or sell stock or
other securities of the Company on the basis of material, nonpublic information.
Company employees who obtain material nonpublic information about another
company in the course of their employment are prohibited from trading in the
stock or securities of the other company while in possession of such information
or "tipping" others to trade on the basis of such information. Violation of
insider trading laws can result in severe

                                       4
<PAGE>

fines and criminal penalties, as well as disciplinary action by the Company, up
to and including termination of employment.

         Information is "non-public" if it has not been made generally available
to the public by means of a press release or other means of widespread
distribution. Information is "material" if a reasonable investor would consider
it important in a decision to buy, hold, or sell stock or other securities. As a
rule of thumb, any information that would affect the value of stock or other
securities should be considered material. Examples of information that is
generally considered "material" include:

             -    Financial results or forecasts, or any information that
                  indicates a company's financial results may exceed or fall
                  short of forecasts or expectations;

             -    Important new products or services;

             -    Pending or contemplated acquisitions or dispositions,
                  including mergers, tender offers, or joint venture proposals;

             -    Possible management changes or changes of control;

             -    Pending or contemplated public or private sales of debt or
                  equity securities;

             -    Acquisition or loss of a significant customer or contract;

             -    Significant write-offs;

             -    Initiation or settlement of significant litigation; and

             -    Changes in the Company's auditors or a notification from its
                  auditors that the Company may no longer rely on the auditor's
                  report.

         The laws against insider trading are specific and complex. Any
questions about information you may possess or about any dealings you have had
in the Company's securities should be promptly brought to the attention of the
Human Resources Department.

PUBLIC COMMUNICATIONS AND REGULATION FD

PUBLIC COMMUNICATIONS GENERALLY

         The Company places a high value on its credibility and reputation in
the community. What is written or said about the Company in the news media and
investment community directly impacts our reputation, positively or negatively.
Our policy is to provide timely, accurate and complete information consistent
with our obligations to maintain the confidentiality of competitive and
proprietary information and to prevent selective disclosure of market-sensitive
financial data. To ensure compliance with this policy, all news media or other
public requests for information regarding the Company should be directed to the
Company's Human Resources Department. The Human

                                       5
<PAGE>

Resources Department will work with you and the appropriate personnel to
evaluate and coordinate a response to the request.

COMPLIANCE WITH REGULATION FD

         In connection with its public communications, the Company is required
to comply with a rule under the federal securities laws referred to as
Regulation FD (which stands for "fair disclosure"). Regulation FD provides that,
when we disclose material, non-public information about the Company to
securities market professionals or stockholders (where it is reasonably
foreseeable that the stockholders will trade on the information), we must also
disclose the information to the public. "Securities market professionals"
generally include analysts, institutional investors and other investment
advisors.

         To ensure compliance with Regulation FD, we have designated the
following officials as "Company Spokespersons:"

             -    Chief Executive Officer

             -    Chief Financial Officer

         Only Company Spokespersons are authorized to disclose information about
the Company in response to requests from securities market professionals or
stockholders. If you receive a request for information from any securities
market professionals or stockholders, promptly contact the Financial/Legal
Department to coordinate a response to such request.

Company employees who regularly interact with securities market professionals
are specifically covered by Regulation FD and have a special responsibility to
understand and comply with Regulation FD. Contact the Financial/Legal Department
if you have any questions about the scope or application of Regulation FD.

COMPLIANCE WITH LAWS AND REGULATIONS

         Each employee has an obligation to comply with all laws, rules and
regulations applicable to the Company operates. These include, without
limitation, laws covering bribery and kickbacks, copyrights, trademarks and
trade secrets, information privacy, insider trading, illegal political
contributions, antitrust prohibitions, foreign corrupt practices, offering or
receiving gratuities, environmental hazards, employment discrimination or
harassment, occupational health and safety, false or misleading financial
information or misuse of corporate assets. You are expected to understand and
comply with all laws, rules and regulations that apply to your job position. If
any doubt exists about whether a course of action is lawful, you should seek
advice from your supervisor or the Financial/Legal Department.

                                       6
<PAGE>

ENVIRONMENT, HEALTH AND SAFETY

         The Company is committed to providing a safe and healthy working
environment for its employees and to avoiding adverse impact and injury to the
environment and the communities in which we do business. Company employees must
comply with all applicable environmental, health and safety laws, regulations,
and Company standards. It is your responsibility to understand and comply with
the laws, regulations and policies that are relevant to your job. Failure to
comply with environmental, health and safety laws and regulations can result in
civil and criminal liability against you and the Company, as well as
disciplinary action by the Company, up to and including termination of
employment. You should contact the Quality Assurance and Safety Department if
you have any questions about the laws, regulations and policies that apply to
you.

ENVIRONMENT

         All Company employees should strive to conserve resources and reduce
waste and emissions through recycling and other energy conservation measures.
You have a responsibility to promptly report any known or suspected violations
of environmental laws or any events that may result in a discharge or emission
of hazardous materials. Employees whose jobs involve manufacturing,
construction, plant operation, or other industrial activity have a special
responsibility to safeguard the environment. Such employees should be
particularly alert to the storage, disposal, and transportation of waste and
handling of toxic materials and emissions into the land, water, or air.

HEALTH AND SAFETY

         The Company is committed not only to comply with all relevant health
and safety laws, but also to conduct business in a manner that protects the
safety of its employees. All employees are required to comply with all
applicable health and safety laws, regulations, and policies relevant to their
jobs. If you have a concern about unsafe conditions or tasks that present a risk
of injury to you, please report these concerns immediately to your supervisor or
the Quality Assurance and Safety Dept.

EMPLOYMENT PRACTICES

         The Company pursues fair employment practices in every aspect of its
business. The following is intended to be a summary of our employment policies
and procedures. Copies of our detailed policies are available from the Human
Resources Department. Company employees must comply with all applicable labor
and employment laws, including anti-discrimination laws and laws related to
freedom of association, privacy. It is your responsibility to understand and
comply with the laws, regulations, and policies that are relevant to your job.
Failure to comply with labor and employment laws can result in civil and
criminal liability against you and the Company, as well as disciplinary action
by the Company, up to and including termination of

                                       7
<PAGE>

employment. You should contact the Human Resources Department if you have any
questions about the laws, regulations and policies that apply to you.

HARASSMENT AND DISCRIMINATION

         The Company is committed to providing equal opportunity and fair
treatment to all individuals on the basis of merit, without discrimination
because of race, color, religion, national origin, sex (including pregnancy),
sexual orientation, age, disability, veteran status or other characteristic
protected by law. The Company prohibits harassment in any form, whether physical
or verbal and whether committed by supervisors, non-supervisory personnel, or
non-employees. Harassment may include, but is not limited to, offensive sexual
flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or
racially degrading words, or the display in the workplace of sexually suggestive
objects or pictures.

         If you have any complaints about discrimination or harassment, report
such conduct to your supervisor or the Human Resources Department. All
complaints will be treated with sensitivity and discretion. Your supervisor, the
Human Resources Department, and the Company will protect your confidentiality to
the extent possible, consistent with law and the Company's need to investigate
your concern. Where our investigation uncovers harassment or discrimination, we
will take prompt corrective action, which may include disciplinary action by the
Company, up to and including termination of employment. The Company strictly
prohibits retaliation against an employee who, in good faith, files a compliant.

         Any member of management who has reason to believe that an employee has
been the victim of harassment or discrimination or who receives a report of
alleged harassment or discrimination is required to report it to the Human
Resources Department immediately.

ALCOHOL AND DRUGS

         The Company is committed to maintaining a drug-free work place. All
Company employees must comply strictly with Company policies regarding the abuse
of alcohol and the possession, sale, and use of illegal substances. Drinking
alcoholic beverages is prohibited while on duty or on the premises of the
Company, except at specified Company-sanctioned events. Possessing, using,
selling, or offering illegal drugs and other controlled substances is prohibited
under all circumstances while on duty or on the premises of the Company.
Likewise, you are prohibited from reporting for work, or driving a Company
vehicle or any vehicle on Company business, while under the influence of alcohol
or any illegal drug or controlled substance.

VIOLENCE PREVENTION AND WEAPONS

         The safety and security of Company employees is vitally important. The
Company will not tolerate violence or threats of violence in, or related to, the
workplace. Employees who experience, witness, or otherwise become aware of a
violent or potentially violent situation that occurs on the Company's property
or affects the Company's business must immediately report the situation to their
supervisor or the Human Resources Department.

                                       8
<PAGE>

The Company does not permit any individual to have weapons of any kind in
Company property or vehicles, while on the job or off-site while on Company
business. This is true even if you have obtained legal permits to carry weapons.
The only exception to this policy applies to security personnel who are
specifically authorized by Company management to carry weapons.

CONCLUSION

         This Code of Business Conduct and Ethics contains general guidelines
for conducting the business of the Company consistent with the highest standards
of business ethics. If you have any questions about these guidelines, please
contact your supervisor or the Human Resources Department. We expect all Company
directors, officers and employees, to adhere to these standards.

         This Code and the matters contained herein are neither a contract of
employment nor a guarantee of continuing Company policy. We reserve the right to
amend, supplement or discontinue this Code and the matters addressed herein,
without prior notice, at any time.

This Statement, as applied to the Company's principal financial officers, shall
be our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder.

                                       9