**Exhibit10.9**

**REVOLVINGNOTE**(LIBOR and/or Prime)

146626/15295

**$20,000,000.00**Beverly Hills, California

On October 25, 2006 (“Termination Date”), **InternationalAluminum Corporation,**a California corporation****(“Borrower”),promises to pay to the order of **City National Bank**,a national banking association (“CNB”), at its office in this city, in UnitedStates Dollars and in immediately available funds, the principal sum of **Twenty Million and 00/100 Dollars ($20,000,000.00)** (“RevolvingCredit Commitment”) or so much thereof as may be advanced and then outstanding,plus interest on the unpaid balance, until fully repaid, at a rate computed onthe basis of a 360-day year, actual days elapsed, at the rates, times and inaccordance with the terms set forth below.

As provided herein, the principal of this Note may be borrowed, repaidand reborrowed from time to time prior to the Termination Date, provided at thetime of any borrowing no Event of Default (as hereinafter defined) exists, andprovided further that the total borrowings outstanding at any one time shallnot exceed the Revolving Credit Commitment. Each borrowing and repayment shall be noted in the books and records ofCNB.  The excess of borrowings overrepayments shall evidence the principal balance due hereon from time to timeand at any time.  Borrowings hereundershall be conclusively presumed to have been made to or for the benefit ofBorrower when made as noted in such books and records.

For purposes of this Note, the following definitions shall apply:

“**Business Day**” means a day that CNB’sHead Office is open and conducts a substantial portion of its business.

“**Eurocurrency Reserve Requirement**” meansthe aggregate (without duplication) of the rates (expressed as a decimal) ofreserves (including, without limitation, any basic, marginal, supplemental, oremergency reserves) that are required to be maintained by banks during theInterest Period under any regulations of the Board of Governors of the FederalReserve System, or any other governmental authority having jurisdiction withrespect thereto, applicable to funding based on so-called “EurocurrencyLiabilities”, including Regulation D (12 CFR 204).

“**Interest Period**” means the periodcommencing on the date a LIBOR Loan is made (including the date a Prime Loan isconverted to a LIBOR Loan, or a LIBOR Loan is renewed as a LIBOR Loan, which,in the latter case, shall be the last day of the expiring Interest Period) andending on the twenty-fifth day of the month occurring prior to or on the datewhich is one (1), two (2), three (3) or six (6) months thereafter, as selectedby the Borrower; provided, however, no Interest Period may extend beyond theTermination Date.

“**LIBOR Base Rate**” means the BritishBanker’s Association definition of the London InterBank Offered Rates as madeavailable by Bloomberg LP, or such other information service available to CNB,for the applicable monthly period upon which the Interest Period is based forthe LIBOR Loan selected by Borrower and as quoted by CNB on the Business Day Borrowerrequests a LIBOR Loan or on the last Business Day of an expiring InterestPeriod.

“**LIBOR Interest Rate**” means the rate peryear (rounded upward to the next one-sixteenth (1/16th) of one percent(0.0625%), if necessary) determined by CNB to be the quotient of (a) the LIBORBase Rate divided by (b) one minus the Eurocurrency Reserve Requirement for theInterest Period; which is expressed by the following formula:

|   |   | LIBOR Base Rate                   |
|---|--------|-----------------------------------|
| 1 | -      | Eurocurrency  Reserve Requirement |

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“**LIBOR Loan**” means any Loan tied to theLIBOR Interest Rate.

“**Loan(s)**” means the principal balanceoutstanding on this Note, and any LIBOR Loan and/or any Prime Loan madehereunder, as the case may be.

“**Prime Loan**” means any Loan tied to thePrime Rate.  A Loan hereunder shall be aPrime Loan any time it is not a LIBOR Loan.

“**Prime Rate**” means the rate mostrecently announced by CNB at its principal office in Beverly Hills, California,as its “Prime Rate.”  Any change in theinterest rate resulting from a change in the Prime Rate shall be effective onthe day on which each change in the Prime Rate is announced by CNB.

1.**                     Intereston Loans**.  Each Loan shallbear interest from disbursement until due (whether at stated maturity, byacceleration or otherwise) at a rate equal to, at Borrower’s option, either (a)for a LIBOR Loan, the LIBOR Interest Rate plus **Two**percent (**2.00**%) per annum, or (b) for a PrimeLoan, the fluctuating Prime Rate minus 11/20th of onepercent (-**0.55**%) per annum.  Interest on the Loans shall accrue daily andbe payable (a) monthly, in arrears, on the twenty-fifth day of each month,commencing on the first such date following disbursement; and (b) if a LIBORLoan, upon any prepayment of any LIBOR Loan (to the extent accrued on theamount prepaid.)  Anything herein to thecontrary notwithstanding, all principal and interest remaining unpaid on theTermination Date shall be immediately due and payable.

2.**                     Procedurefor LIBOR Loans.**  Borrower mayrequest that a Loan be a LIBOR Loan, if herein allowed (including conversion ofa Prime Loan to a LIBOR Loan, or continuation of a LIBOR Loan as a LIBOR Loanupon the expiration of the Interest Period). Borrower’s request shall be irrevocable, shall be made to CNB, orally orin writing or using the form “Notice of Borrowing/Interest Selection” formattached hereto as Exhibit “A”, no earlier than two (2) Business Days beforeand no later than 1:00 p.m. Pacific Time on the date the LIBOR Loan is to bemade, and shall specify the Interest Period, the amount of the LIBOR Loan, andsuch other information as CNB requests. If Borrower fails to select a LIBOR Loan in accordance herewith, theLoan shall be a Prime Loan, and any LIBOR Loan shall be deemed a Prime Loanupon expiration of the Interest Period.

3.**                     Availabilityof LIBOR Loans.** Notwithstanding anything herein to the contrary, each LIBOR Loan must bein the minimum amount of $500,000.00 and increments of $100,000.00.  Borrower may not have more than five (5)LIBOR Loans outstanding at any one time under the Revolving CreditCommitment.  Borrower may have PrimeLoans and LIBOR Loans outstanding simultaneously.

4.**                     Prepaymentof Principal.**  Borrower mayprepay the principal amount outstanding on a Prime Loan at any time and in anyamount without a prepayment fee. Borrower may not make a partial principal prepayment on a LIBORLoan.  Borrower may prepay the fulloutstanding principal balance on a LIBOR Loan prior to the end of the InterestPeriod, provided, however, that such prepayment is accompanied by a fee (“LIBORPrepayment Fee”) equal to the amount, if any, by which (a)  the additional interest which would have beenearned by CNB had the LIBOR Loan not been prepaid exceeds (b) the interestwhich would have been recoverable by CNB by placing the amount of the LIBORLoan on deposit in the LIBOR market for a period starting on the date on whichit was prepaid and ending on the last day of the applicable InterestPeriod.  CNB’s calculation of the LIBORPrepayment Fee shall be conclusive absent manifest error.

5.**                     Suspensionof LIBOR Loans.**  In the eventCNB, on any Business Day, is unable to determine the LIBOR Base Rate applicablefor a new, continued, or converted LIBOR Loan for any reason, or any law,regulation, or governmental order, rule or determination, makes it unlawful forCNB to make a LIBOR Loan, 

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Borrower’s right to select LIBOR Loans shall be suspended until CNB isagain able to determine the LIBOR Base Rate or make LIBOR Loans, as the casemay be.  During such suspension, new Loans,outstanding Prime Loans and LIBOR Loans whose Interest Periods terminate mayonly be Prime Loans.

6.                     **Late Charge. **Borrowershall pay to CNB a late charge of 5% or $10.00, whichever is greater, of anypayment not received by CNB on or before the 10th day afterthe payment is due.

The occurrence of any of the following with respect to any Borrower orguarantor of this Note or any general partner of such Borrower or guarantorshall constitute an “Event of Default” hereunder:

1.             Failure to make anypayment of principal or interest when due under this Note;

2.                                       Filing of a petition by or against any of suchparties under any provision of the *Bankruptcy Code*;

3.             Appointment of areceiver or an assignee for the benefit of creditors;

4.                                       Commencement of dissolution or liquidationproceedings or the disqualification (under any applicable law or regulation) ofany of such parties which is a corporation, partnership, joint venture or anyother type of entity;

5.             Death or incapacityof any of such parties which is an individual;

6.                                       Revocation of any guaranty of this Note, or anyguaranty of this Note becomes unenforceable as to any future advances underthis Note;

7.                                       Any financial statement provided by any of suchparties to CNB is false or materially misleading;

8.                                       Any material default in the payment orperformance of any obligation, or any default under any provision of any con­tractor instrument pursuant to which any of such parties has incurred any obligationfor borrowed money, any purchase obligation or any other liability of any kindto any person or entity, including CNB;

9.                                       Any sale or transfer of all or a substantial partof the assets of any of such parties other than in the ordinary course ofbusiness; or

10.                                 Any violation, breach or default under this Note,any letter agreement, guaranty, security agreement, deed of trust,subordination agreement or any other contract or instrument executed inconnection with this Note or securing this Note.

Upon the occurrence of any Event of Default, CNB, at its option, maydeclare all sums of principal and interest outstanding hereunder to beimmediately due and payable without presentment, demand, protest or notice ofdishonor, all of which are expressly waived by Borrower, and CNB shall have noobligation to make any further advances hereunder.  Borrower agrees to pay all costs andexpenses, including reasonable attorneys’ fees, expended or incurred by CNB (orallocable to CNB’s in-house counsel) in connection with the enforcement of thisNote or the collection of any sums due hereunder and irrespective of whethersuit is filed.

Upon the occurrence of any Event of Default (and without constituting awaiver of the Event of Default), and until the Event of Default has been cured,the outstanding principal (and interest, to the extent permitted by law) shallbear additional interest at a fluctuating rate equal to five percent (5%) perannum higher than the interest rate as determined above; provided, however, forpurposes hereof, a LIBOR Loan shall be treated as a Prime Loan upon thetermination of the Interest Period.

This Note and all matters related hereto shall be governed by the lawsof the State of California.  If this Noteis executed by more than one Borrower, all obligations are joint and several.
|            | **International Aluminum Corporation,**a  California corporation |
|------------|------------------------------------------------------------------|
| ** ** | ** **                                                       |
|       | By:                                                              | /s/ Mitchell K. Fogelman |
|       | ** **                                                       | **Mitchell K. Fogelman,**SVP —  Finance/CFO |

 

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