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                                                                    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:


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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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