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                                                                    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.

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"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.

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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."

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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.)

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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

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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.

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         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.