Exhibit
10.20


	
  [INDALEX
  LOGO]

  	
   

  
	
  

  	
  Indalex Inc.

  
	
   

  	
  75 Tri-State International

  
	
   

  	
  Suite 450

  
	
   

  	
  Lincolnshire, Illinois 60069

  
	
   

  	
  Telephone: 847.810.3392

  
	
   

  	
  Web site: indalex.com

  



 


September 11, 2006


Dale Tabinowski

1111 Canton Court,

Allen, Texas 75013


Dear Dale,


We are pleased to offer you the position of Senior
Vice-President, Human Resources for Indalex. Your starting bi-weekly salary
will be $7,500 (equivalent to $195,000 annually). You will also be eligible for
a maximum bonus of up to 60% of your base salary (less applicable withholding
and pro-rated for 2006), which is payable subject to plan rules the first
quarter of 2007. In addition, you will be provided a car allowance of $850 per
month less applicable withholdings, a laptop and a cellular phone (details will
follow).


As discussed once employed you will be eligible for
options of 0.2%. These options would vest at the rate of 20% per year. As
discussed since there is currently no market for these options it is therefore
inappropriate to speculate on any future value. Once you are employed you will
receive the formal and completed stock option documents.


In consideration of your
continued service to the Company as Senior Vice-President, Human
Resources and in further consideration of your particular responsibilities, in
the event your employment is terminated by the Company, for reasons other than
‘Cause’, the Company is prepared to provide you with the following severance
terms, provided you execute our standard release;


·                    For this purpose “Cause” will be
defined as a violation of an ethical or legal code including but not limited to
the Company’s Code of Conduct.


·                    During your first six months of
employment you would receive on termination a lump sum representing six (6)
months of annual base pay or at the Company’s election your base pay will be
payable as salary continuation through the regular payroll, for the six month
period subsequent to your Termination Date.


·                    After your
first six months of employment you would receive on termination a lump sum
representing twelve (12) months of annual base pay or at the Company’s election
your base pay will be payable as salary continuation through the regular
payroll, for the twelve month period subsequent to your Termination Date. By
way of example if you were terminated, for other than cause, after completing
six months of service you would receive twelve (12) months of severance pay.


You agree that during the employment relationship you
will not do or prepare to do, and for six months after termination of your
employment with the Company you will not do any of the following:
(a) compete with the Company in any way, (b) furnish services or 










 



advise (as an employee, independent contractor or in
any other capacity) to any competitor of the Company, (c) solicit or
suggest to any employee, customer, or other person or entity having or
contemplating a business relationship with the Company to end or curtail that
relationship to refrain from entering into such relationship.


You represent and warrant that: you are not party to
or bound by any non-competition, non-solicitation, confidentiality or other
agreement or restriction that purports to prevent or restrict you in any way or
to any extent from (A) engaging in the employment that you have been
offered by the Company; (B) soliciting or inducing any person to become a
customer of the Company; (C) soliciting or inducing any person to become
an employee of the Company; (D) soliciting or inducing any person to enter
into any other business relationship with the Company; (E) using any
information and expertise that Employee possesses (other than information
constituting a trade secret of another person under applicable law) for the
benefit of the Company; or (F) performing any obligation under this
Agreement.


You agree that you will not use in the course of your
employment with the Company disclose to the Company or its personnel, any
information belonging to any other person that is subject to any
confidentiality agreement with or constitutes a trade secret of another person.


You represent and warrant that: you are not party to
or bound by any non-competition, non-solicitation, confidentiality or other
agreement or restriction that purports to prevent or restrict you in any way or
to any extent from (a) engaging in the employment that you have been
offered by the Company; (b) soliciting or inducing any person to become an
employee of the Company; (c) soliciting or inducing any person to enter
into any other business relationship with the Company; (d) using any
information and expertise that Employee possesses (e) performing any
obligation under this offer.


You will be eligible for relocation assistance as
outlined in the Company’s Relocation Policy.


You will be eligible for group medical,
hospitalization and disability plans on the 1st day of the month following hire.
Your life insurance, under our company group plan, will amount to 2.5 times
annual base salary. We also have a 401(k) plan in which you will be eligible to
participate on the 1st day of the month following 60 days of service.
Correspondence from Scudder will be mailed to your home. If you do not contact Scudder
by your effective eligibility date, you will automatically be enrolled in the Scudder
Stable Value Fund with a 3% contribution.


As you may know, federal law requires that you provide
evidence of your eligibility for employment under the Immigration Reform and
Control Act of 1986. Accordingly, on the first day you report for work, please
bring with you documents that establish both identity and employment
eligibility (using the list of acceptable documents included in your new hire
package).


You will be eligible for three weeks vacation
beginning in 2007.










 



As a condition of employment, you will be required to
take and successfully pass a pre-employment drug screen. This offer is also
subject to confirmation of your references, a pre-employment background
investigation and consumer report, your agreement to the company’s code of
conduct and use of direct deposit for your paychecks.


As you know, this letter does not alter our at-will
employment relationship. This letter confirms all understandings Indalex has
reached with you concerning your employment offer. If it is in any way inconsistent
with anything previously discussed, please contact me immediately.


Should you have any questions concerning this letter
or any other issue, please feel free to contact me at 847.687.6306.


We feel confident that you will find this opportunity
both challenging and rewarding.


	
  Sincerely,

  
	
   

  
	
  /s/ Tim Stubbs

  	
   

  
	
  Tim Stubbs

  
	
  CEO

  
	
  Indalex Holding Corp.

  



 


UPON ACCEPTANCE OF
THE ABOVE OFFER, PLEASE SIGN AND RETURN

BY FAX TO Bill Corley (866) 233.1254


	
  

  	
  OFFER
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
  /s/ Dale
  Tabinowski

  
	
   

  	
  SIGNATURE

  
	
   

  	
   

  
	
   

  	
  DALE TABINOWSKI

  
	
   

  	
  NAME
  (PLEASE PRINT NAME AS IT APPEARS ABOVE)

  
	
   

  	
   

  
	
   

  	
  11.27.06

  
	
   

  	
  DATE

  



 










 



The following
understandings shall be incorporated into the employment offer letter dated
September 11, 2006:


1.     The
effective date of hire shall be December 1, 2006.


2.     A signing bonus in the amount of $3,000 shall be paid in the
first payroll in December, 2006.


3.                You will be
exempted from the Bonus Plan (the “Plan”) rule which excludes employees hired
in November and December and will therefore be eligible to participate in the
2006 Plan. Your eligible earnings shall be $19,250 comprised of your basic
wages earned in December 2006 ($16,250) and the signing bonus noted in
item 2 above.


4.                The
attached Relocation Agreement (Exhibit 1) shall apply to the application of
benefits provided the employee under the Company’s relation policy.


	
  /s/ Dale Tabinowski

  	
   

  	
  /s/ TimStubbs

  
	
  Dale Tabinowski

  	
   

  	
  Tim Stubbs

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  11-28-06

  	
   

  	
  Date: