**Exhibit 14.1**

**Indalex Aluminum Solutions**

#### **Codeof Conduct**

The followingdocument explains the Code of Conduct for all companies in the  Indalex Aluminum Solutions Group.

# **Part One**

##### Indalex Aluminum Solutions Group

·         Thecompany’s reputation and success is built on our behavior

# **Part Two**

·         TheIndalex Aluminum Solutions’ Code of Conduct

 

 

 

 

##### June, 2002

##### UpdatedFebruary 2003

##### Updated June2003

##### UpdatedFebruary 2004

##### UpdatedNovember 2004

Updated October 2005

Updated May 2006

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**Part One**

## Indalex Aluminum Solutions Group

__

### **The company’s reputation and success is builton our behavior**

__

**Vision**

To become the bestprovider of extruded aluminum solutions in the world.

·                  The Safest (Our colleagues are thejudge; TRR is our key measurement)

·                  The Highest Quality (Our customersare the judge; COTD and Returns are the key measurements)

·                  The Lowest Cost (Our shareowners arethe judge; Profit Margin is the measurement)

·                  TheFastest Growing

**Values**

                Oneword Integrity

A business is muchmore than bricks, mortar and dollars and cents. Every business is built by and, ultimately, earns its reputation fromthe efforts, attitudes and behaviors of its people.  Indalex Aluminum Solutions is — and willalways aspire to be — a company that recognizes the importance of eachcolleague’s contribution to its success and to the communities in which we dobusiness.  The Lead Team has endorsed theattached Indalex Aluminum Solutions’ “Code of Conduct” for salaried colleaguesto ensure that our entire leadership group across North America understands andcommits to the consistent application of the values we espouse as a business.

As leaders in thecompany, a commitment to our values by all salaried colleagues will establish aclear example for others to follow and will be the foundation upon which webuild a workplace culture that is conducive to high performance.  Our responsible and ethical behavior asindividual leaders will be the cornerstone of our company-wide respect forothers and the cultural diversity that exists in our workplaces.  It will be the foundation upon which we buildand insist on unfailing integrity and a commitment to honesty, fair dealing andequal opportunity.  It will be ourreputation.  One that all colleagues canbe proud of and that allows us to establish and maintain long-term, mutuallybeneficial relationships with our shareholders, customers, colleagues, supplypartners and communities.

As Lead Teammembers we have committed ourselves to our company-wide Code of Conduct andexpect all salaried colleagues to do the same. We expect all of our units and colleagues to comply with all applicablelaws and regulations. But our own commitments and expectations go beyondlegalities.

Just as it iscritical to our success that we provide high quality products and services, itis equally critical that we conduct ourselves with integrity and respect forone another and for those with whom we do business.  It is vital that we conduct our business asresponsible corporate 

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citizens in all communitiesin which we operate.  All people andbusinesses we interact with must have complete confidence in our word and ourconduct.  Our reputation for integritymust be second to none.

**Enforcement**

In mostcircumstances, your own sense of right and wrong should be all the guidance youneed and your own ethical and responsible behavior will be the example forothers to follow.  The company will,however, provide enforcement to ensure that our Code of Conduct is adhered toby all.

The company willvigorously enforce our Code of Conduct. Violation will result in corrective action including possibletermination of employment.  It applies toall Indalex Aluminum Solutions’ units in North America, except where compliancewould cause a unit or division to violate any law in any jurisdiction in whichit is located.  The Code does not affectthe application of any mandatory legal provision in any jurisdiction nor doesit form a part of any contract of employment. This Code of Conduct does notalter our at-will employment relationship. As you know employment andcompensation with Indalex Aluminum Solutions is “at will” which means that youremployment can be terminated with or without cause, and with or without notice,at any time, at the option of either Indalex Aluminum Solutions or yourself,except as otherwise provided by law.

Indalexsupervisory colleagues are required to take prompt and appropriate action uponreceiving a complaint or question about our Code of Conduct.  In most situations, local management or HumanResources professionals should be able to resolve colleague concerns orcomplaints.  In some cases, however,local management will be required to contact the company’s corporate HumanResources Department.

If for any reasona colleague does not feel comfortable addressing a question, complaint orconcern to local management, he or she should contact other company managementor Corporate Human Resources at 847-810-3098 or Bill Corley, our ChiefCompliance Officer, at 708.738.3924.  Anysuch calls will be handled confidentially and even anonymously ifpreferred.  The information provided willbe referred to the appropriate Indalex authority and resolved as expeditiouslyas possible.  Indalex Aluminum Solutionsprohibits retaliation for reporting in good faith any actual or suspectedviolation of any law, regulation or this Code of Conduct.

**Drug and Alcohol Policy**

Indalex prohibitsthe use, consumption, sale, distribution and possession of illegal narcotics,drugs and controlled substances on company premises and work sites, incompany-supplied vehicles or anywhere else when a colleague is engaged incompany business.

Indalex alsoprohibits the consumption, sale and possession of alcohol on companypremises.  Indalex requires allcolleagues to perform their duties with the utmost care and professionalism andwith due regard for their own safety and that of others.  Indalex does not permit any activityincluding alcohol consumption or abuse of prescription drugs that may impair acolleague’s ability to function or jeopardize the colleague’s performance,workplace safety or product or service quality.

Individuals withsubstance abuse problems are urged to seek assistance from local counselingservices or seek other professional assistance. Further information on assistance for drug- and alcohol-related problemsmay be obtained from your local Human Resources representative, Corporate HumanResources Department or the company-sponsored Employee Assistance Program.

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**Use of Company Property**

**(Including computers, e-mail, other equipment anddata)**

Companytelephones, mobile telephones, computers, software, e-mail, voice mail,conferencing equipment, office supplies, vehicles, fax machines, documentduplicating machines and other company property are to be used efficiently andconsistent with the provisions of this Code of Conduct policy.

Indalex reservesthe right to inspect or search company property as well as any other propertylocated on company premises at any time and without notice, subject to locallaw.  E-mail and other electronic datacreated, sent or stored on company property (including data accessed, copied,downloaded or printed from the Internet) is company property.

Indalex prohibitsits colleagues from using computers or other property owned by the company orlocated on company property to obtain, download, create, copy, send, transmit,broadcast or distribute within or outside the company any material (includinggraphics, photographs and audio or visual recordings) containing discriminatoryor harassing language or derogatory references to:

·                  age, color, disability, ethnicity,

·                  marital or family status, nationalorigin, race, religion,

·                  sex, sexual orientation, veteranstatus, or any other characteristic protected by law

·                  orany pornographic or offensive material.

This policyapplies even if the intended or actual recipient of the material consents toreceiving such material or requests or otherwise invites it.  Violation of this standard may subject theoffending colleagues to employment action including discharge.

Indalex alsoprohibits colleagues from using computers (and other property owned by thecompany or located on company premises) in a manner that interferes with thecolleague’s job performance or that of another colleague.  The company also prohibits colleagues fromusing computers (and other property owned by the company or located on companypremises) to unlawfully obtain, copy, or distribute software, electronic filesor other materials protected by copyright.

The companyreserves the right to inspect computers (and other machinery, files andmaterials owned by the company or located on company premises) and theircontents at any time, with or without notice to the colleague who uses or ownsthe property, and with or without the colleague being present, subject to locallaw.  All communication (including paperor electronic communication, voice mail and any data or information sent,received, or obtained using company computers or other property owned by thecompany or located on company premises are not private communication.  Indalex reserves the right to monitor allsuch communication and transmissions including Internet usage at any time andwithout notice, subject to local law.

**Safety is our priority**

Indalex AluminumSolutions requires its units and colleagues to comply with all applicable lawsand regulations relating to health, safety and the welfare of all colleaguesand other people on company premises. Where safety concerns are identified, but do not fall under

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any specific rule orguideline, such concerns should be addressed using sound safetytechniques.  If any individual becomesaware of any actual or potential safety problem, or if they have a safetyconcern, they should immediately notify their supervisor or unit manager.  Colleagues can also contact our CorporateEnvironmental, Health and Safety Director at 317.908.0159.

Safety is thepriority at Indalex Aluminum Solutions. It is unacceptable to place profit or production ahead of any colleague’swell being.

This Code ofConduct is a guideline for each one of us. It makes clear not only many of the rules and regulations of ourcompany, but also outlines and encourages attitudes and behaviors that willmake Indalex the Best Provider of Extruded Aluminum Solutions in theWorld.  It will result in a reputationfor our company that all shareowners, colleagues, customers, supply partnersand local communities will be proud to be associated with.  The path to our vision begins with our ownbehavior.

As we have pleasejoin us in acknowledging our commitment to the Code of Conduct by signing theattached form and related audit and returning both to your local HumanResources manager.

Sincerely,
| Tim Stubbs, Chief Executive Officer      |   |   | signature on  file |   |
|------------------------------------------|--------|--------|--------------------|--------|
|                                     |   |   |               |   |
| Mike Alger, Executive Vice-President and |   |   |               |   |
| Chief Financial Officer                  |   |   | signature on  file |   |
|                                     |   |   |               |   |
| Jerry Nies, Senior. Vice-President,      |   |   |               |   |
| Customer Fulfillment                     |   |   |               |   |
| And Continuous Improvement               |   |   | signature on  file |   |
|                                     |   |   |               |   |
| Keith Burlingame,                        |   |   |               |   |
| Senior Vice-President,                   |   |   | signature on  file |   |
| Sales                                    |   |   |               |   |
|                                     |   |   |               |   |
| Joe Valvo,                               |   |   |               |   |
| Senior Vice-President,                   |   |   |               |   |
| National Accounts                        |   |   | signature on  file |   |

 

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###### **Part Two**

**INDALEXALUMINUM SOLUTIONS**

**CODE OF CONDUCT**

Thisis a Code of Conduct for directors, officers, employees, and, to the extentpracticable, consultants and contractors under the direction of Indalex Inc.,and Indalex Limited hereafter referred to as Indalex Aluminum Solutions.   All of the foregoing persons are required tocomply with this code, although for simplicity the Code will refer only to “employees.”  This Code of Conduct supersedes existingcompliance policies that address the same subject matters.  Each employee is responsible for compliancewith this Code and for seeking interpretation when in doubt.

Compliance withall applicable laws and compliance with the provisions of this Code aremandatory, and the failure to comply with them will result in disciplinaryaction.  Further, all employees must takeaffirmative steps to report potential or apparent violations of the law or ofthis Code.  Reports should be made toyour immediate supervisor or to your business unit’s Chief Compliance Officer.  For companies outside the main business unitswith fewer than 10 employees, the Board of Directors shall perform the functionof Chief Compliance Officer if none has been appointed.  Alternatively, reports may be made,anonymously, through the Honor Line at 877.684.9585.

**I.              TheIndalex Aluminum Solutions Policy**

The IndalexAluminum Solutions companies and their employees shall comply fully with alllaws, rules and regulations applicable to the conduct of their business.  All employees are expected to develop anunderstanding of the laws that govern their business conduct and to complyfully with them.  All employees arefurther expected to conduct the affairs of our Companies in accordance with thehighest standards of business ethics. The use of the Indalex Aluminum Solutions’ personnel or assets for anyunlawful purpose is strictly prohibited.

**II.              Integrityof Records and Software**

The  Indalex Aluminum Solutions’ business recordsmust, by law, be accurate and reliable. All business records, including expense reports, financial statements,service records, laboratory reports, reports to auditors and reports togovernment agencies, must be prepared with diligence and honesty.  No false or misleading entry shall be made inthe records of any Company for any reason. No undisclosed or unreported fund or asset shall be established for anypurpose.  Compliance with allapplicable  Indalex Aluminum Solutions’accounting standards and internal controls is required at all times.

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The use ofcomputers and computer software is integral to our business.  No software may be installed onto a Companycomputer unless prior written approval is obtained from the Companies’Information Services Department.  The useof Company computers or software to download, copy or use a software program,media file or other intellectual property in violation of an applicablecopyright is strictly prohibited.

**III.           Conflictsof Interest**

All employees mustdischarge their responsibilities solely on the basis of Indalex  Aluminum Solutions’ best interests,independent of personal considerations or relationships.  No employee should have a financial interestin any competitor, supplier or customer of any Company, unless such interestarises solely from investment in securities issued by a publicly traded companyor such interest is approved by the Companies’ Chief Compliance Officer afterfull disclosure.  No employee should makeor accept any payment, loan or gift which might influence or appear toinfluence his or her judgment in performing a job duty.  Employees may accept the benefits of anynationally recognized frequent flier, hotel plan and similar travel programs,but travel decisions and travel reservations must be based solely on businessconsiderations.  Any interest orcircumstance that might appear to compromise an employee’s duty of loyaltyto  Indalex Aluminum Solutions should bepromptly disclosed to the employee’s supervisor or to the Companies’ ChiefCompliance Officer.

**IV.           Paymentsand Gifts**

The  Indalex Aluminum Solutions’ policy is to dealwith customers, suppliers and governmental agencies in a straight-forward andaboveboard manner, free from influence or felt obligation from gifts, meals,entertainment or other favors of value. All employees are prohibited from making or accepting payments or giftsin connection with the businesses of Indalex Aluminum Solutions, except for payments or gifts generallyrecognized as proper (examples include payment for meals or entertainment inconnection with a business meeting, payment for flowers or small charitabledonations connected with illnesses or deaths, and other payments similarlyrecognized as proper.)  In addition,making or accepting any proper gift or favor with a value in excess of $300.00should be cleared with the Companies’ Chief Compliance Officer in advance.

**V.            AntitrustCompliance**

The  Indalex Aluminum Solutions companies have apolicy of strict adherence to the antitrust laws.  The antitrust laws are designed to promotecompetition by prohibiting all agreements and understandings betweencompetitors that fix prices, allocate customers or have a similaranti-competitive effect.   IndalexAluminum Solutions and their employees are expected to comply with the rulesthat follow and to seek further explanation when in doubt:

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1.             Discussions with Competitors

All employees are strictly prohibited from discussingor communicating with any competitor concerning the following subjects:

·                  Pricesor Bids

·                  Discountsor Rebates

·                  Termsof Sale

·                  Distributorsor Territories

·                  Customersor Marketing Plans

·                  Productionor Inventory Levels

·                  ProfitLevels

·                  AnyOther Competitive Information

Employees are also *prohibited* fromreceiving such information from a competitor under any circumstances.  You may obtain information about competitors fromother sources, however, such as distributors, customers or the media.

2.             Agreements withCompetitors

No employee shall ever enter into any agreement or understanding with acompetitor concerning prices, bids, terms of sale or the other subjects listedabove.  This prohibition includes notonly formal contracts but also oral agreements, so-called “gentlemen’sagreements,” silent approvals and the like. In a competitive market, prices and terms of sale may be similar amongcompetitors since all are generally subject to the same economicpressures.  Any discussion by you with acompetitor concerning a prohibited subject may therefore give rise to a claimof collusion.  *It istherefore of the utmost importance to avoid any contacts with competitors thatmight support any suspicion of collusion.*

3.             PricingDecisions

 Indalex Aluminum Solutions’pricing decisions must be independently made in light of relevant marketconditions and competitive information obtained from sources other thancompetitors.  Such decisions must neverbe based upon an agreement with a competitor or upon information received froma competitor.

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4.             TradeAssociations

Employees who participate in industry trade associations must notengage in any discussions or activities that might suggest collusion with acompetitor.  Consequently, employees must*immediately* terminate any discussion,including so-called “off-the record” discussions, with a competitor aboutprices, bids, terms of sale, or the other prohibited subjects listedabove.  It is not acceptable simply toremain silent during such a discussion; employees must affirmatively terminatethe discussion and leave the room or the meeting if necessary.   No statistical or other business informationmay be submitted to a trade association or for a benchmarking exercise amongcompetitors without prior written approval from the General Counsel.

5.             PricingDecisions of Customers

 Indalex Aluminum Solutions’customers must also make their pricing decisions independently based onrelevant market conditions and information obtained from non-competitivesources.  Accordingly, employees mustnever direct customers to charge a specific resale price or require that acustomer’s prices be higher or lower. The  Indalex Aluminum SolutionsCompanies are permitted in certain circumstances to suggest resale prices, butthis practice must be approved in advance by General Counsel.  Employees are strictly forbidden from tellingany customer what another customer’s retail prices for our products will be inthe future.

6.             Refusals to Deal

The  Indalex Aluminum SolutionsCompanies are generally free to decide who they will and will not do businesswith as long as they do so independently. The Indalex Aluminum Solutions’ General Counsel should be consultedbefore any Company refuses to sell to any customer or prospective customer forother than valid credit reasons.  GeneralCounsel must be consulted before entering into any agreement with another firmto refrain from doing business with a third party.

7.             Price Discrimination

Whereour customers compete with each other, the Indalex Aluminum Solutions’ productsand services are to be made available to them on a fair and equitable basiswithout discrimination in price, unless a lower price is justified by ademonstrable cost savings or is necessary to meet an equally low price of acompetitor.  (The rules for justifyingvolume discounts differ in Canada;

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 when in doubt, consult with counsel.)  Preferential pricing based upon reciprocalfavorable treatment, commissions or other payments by a customer areprohibited.  No new class of customersshould be created without prior approval from the Indalex Aluminum Solutions’General Counsel.

8.             UnfairCompetition

Generally, marketing communications should address the merits ofIndalex Aluminum Solutions and their products. No employee may communicate inaccurate information about a competitor orcompetitive products.  Never make aderogatory statement about a competitor or its products unless the statement issupported by facts that you can prove. Employees are strictly prohibited from attempting to obtain by impropermeans a competitor’s trade secrets or other proprietary or confidentialinformation.

9.             Advertising

All advertising commissioned by the Indalex Aluminum Solutions must be carefully reviewed in advance toassure that it is true and not misleading. All product claims must be substantiated before an ad may be used.  Relevant facts may not be omitted if theiromission makes the advertising deceptive. All advertising comparing an Indalex Aluminum Solutions’ product or service to that of a competitormust be cleared in advance by the Indalex Aluminum Solutions’ General Counsel.

10.           Penalties

The penalties for violating the antitrust laws are severe.  If an employee commits an antitrustviolation,  Indalex Aluminum Solutionsmay be exposed to substantial criminal fines even though the employee’s conductwas against Company policy.   IndalexAluminum Solutions would also be subject to treble damage civil suits by injuredpersons.  Individuals who commit anantitrust violation may be convicted of a felony and sentenced to prison, andmay also be assessed substantial fines that cannot be reimbursed.  These penalties apply even though theindividual did not personally benefit from the conduct.  In addition, employees found to have engagedin antitrust violations will be disciplined, including termination fromemployment and loss of benefits.

**VI.           Securities;Inside Information**

All employees havelegal duties regarding information they have obtained through their employmentthat relates to the value of shares in Indalex Aluminum Solutions’ stock. An employee who has acquired non-public information about  Indalex Aluminum Solutions’ affairs thatmight influence an investor in any Indalex Aluminum Solutions 

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Company (or an investorin the stock of another firm with which the Indalex Aluminum Solutions are dealing) to sell, hold or buy shares isprohibited from using that information for personal gain or disclosing that informationto *any* non-employees for them to use.  All employees should exercise diligence tomaintain the confidentiality of significant non-public information thatconcerns the  Indalex Aluminum Solutionsand the firms with which they deal.  Anysituation that suggests the possibility of trading securities on the basis ofconfidential or inside information should be promptly reported to the Companies’Chief Compliance Officer.

**VII.         EnvironmentalCompliance**

Indalex AluminumSolutions are fully committed to complying with all environmental laws andregulations.  All employees are expectedto provide truthful and accurate information to government permittingauthorities in connection with any application for an environmental permit orany report that may be called for under such a permit.  The use of hazardous materials is sometimesunavoidable in our business.  Thesematerials must be stored properly to ensure that contact with the environmentis minimized and limited to established accepted circumstances.  All wastes that are generated must be storedas required by law and must be recycled or disposed of at a state or federallyapproved facility that has also been approved by the applicable Company.  Employees must notify their supervisors orthe Companies’ Chief Compliance Officer of all circumstances in which hazardousmaterials are improperly handled or disposed of, or in which a potentialviolation of law may exist.

**VIII.        PoliticalContributions**

UnitedStates election laws prohibit a corporation from making contributions to anypolitical candidate, campaign committee, or other organization in connectionwith any federal election.  Employees aretherefore strictly prohibited from making any expenditure on behalf of Indalex AluminumSolutions in connection with a federal election.  Canadian law also contains restrictions on acorporation when making contributions to a political candidate, party or otherorganization in connection with the federal election.  Consequently, no such contributions may bemade on behalf of Indalex Aluminum Solutions without prior approval of theCompanies’ General Counsel and the Chief Executive Officer of the Company.  The Companies’ employees are free, of course,to participate or make contributions in political campaigns as individuals, butno contribution or expense may be reimbursed by any Company.  State/Provincial and local laws vary.  No employee, however, shall make acontribution to a state/provincial or local election on behalf of any Companywithout prior written approval from the Indalex Aluminum Solutions’ General Counsel and the Chief ExecutiveOfficer of the Company.

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**IX.           ForeignPayments**

TheUnited States Corrupt Practices Act imposes strict limitations on payments byU.S. persons to officials of foreign countries, including Canada.  In Canada, the Corruption of Foreign PublicOfficials Act imposes similar limitations on the making or offering of paymentsor other benefits by Canadians to officials of foreign countries, including theU.S.  These laws expressly prohibit IndalexAluminum Solutions and their employees from paying or offering to pay anythingof value for the purpose of influencing an official’s decisions or actions inconnection with the Companies’ business. These laws do allow for payments to foreign officials in order to secure“routine governmental action” such as the issuance of permits or licenses, theprocessing of government documents, the scheduling of inspections and similarmatters.  All non-routine payments toforeign officials must be approved by the Companies’ Chief Compliance Officerprior to any offer of payment being made.

**X.            EmployeeRelations**

All employees areexpected to understand and comply fully with Civil Rights and Human Rightslaws.  In the U.S.,  Indalex Aluminum Solutions are “Equal OpportunityEmployers” within the meaning of federal, state and local civil rights laws.

1.             Discrimination

Civil rights and human rights laws prohibit employers fromdiscrimination in employment on the basis of race, color, national origin,religion, sex, age, qualified disabled status, handicap and other protectedcharacteristics.

•                         The  Indalex Aluminum Solutions’ Equal EmploymentOpportunity policy applies to all aspects of employment, including hiring,advancement, training, compensation and benefits, discipline, termination, orany condition of employment.

•                         Our EqualEmployment Opportunity policy means that people are not to be treateddifferently based on stereotypes or prejudice. For example, an employee with HIV (AIDS virus) or any other disabilityis protected by the policy and shall not be discriminated against based onprejudice or unwarranted fears.

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2.                                   Harassment

Civil rights andhuman rights laws also prohibit racial harassment, sexual harassment, andharassment of any individual because of any other protectedcharacteristic.  Unlawful harassmentincludes slurs, hostile acts, stereotyping, disparaging jokes or comments, andany other conduct that denigrates or shows hostility, aversion or low regardfor a person because of any protected characteristic.

Sexual harassmentincludes unwelcome sexual advances, suggestive language or pictures, and otherstatements or conduct of a sexual nature, which create a hostile orintimidating work environment.  Examplesof sexual harassment include the following:

·                       unwelcometouching, even if not obviously sexual (e.g., patting a shoulder or holding anarm)

·                       sexualstatements or propositions

·                       unwelcomestatements even if not obviously sexual (e.g., comments that an employee is “attractive”or has “great legs”)

·                       unwelcomeinsistence on social contact (e.g., repeated requests for a “date,” insistingon sitting across from an employee at lunch)

·                       unwelcomeprying into an employee’s personal life (e.g., asking employee if she “has aboyfriend” or about other romantic relationships or activities)

·                       anyother actions or statements that may create a hostile or intimidatingenvironment (e.g., “pin-up” pictures, smutty comments or jokes, sexuallyrelated “gag cards”, offensive notes, spreading offensive rumors)

·                       showingfavoritism based upon a romantic relationship or upon an employee’s willingnessto tolerate sexual harassment

·                       retaliatingin any way against an employee who refuses to accept sexual harassment or whocomplains about an occurrence of sexual harassment

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3.             Equal Opportunity

 

Indalex Aluminum Solutions strictly prohibits unlawful harassment, orother conduct contrary to our policy of Equal Employment Opportunity.  Any employee who feels that he or she isbeing subjected to conduct, statements or an environment that violates any ofthe above policies should immediately report the matter to a supervisor or tothe Companies’ Chief Compliance Officer.

**XI.           Confidential Information**

Employees must atall times maintain the confidentiality of non-public information of IndalexAluminum Solutions and their customers, suppliers, distributors and others withwhom we do business.  Confidentialinformation is information of a non-public, proprietary or secret naturerelated to our business or relating to another firm but disclosed to us inconnection with our business.  Itincludes, among other things, all trade secrets, formulas, financial data,know-how, manufacturing techniques, research and development information,business forecasts, personnel information, marketing plans and informationconcerning employees, customers and vendors. Employees must keep all such information confidential even after theyhave left the employment of  Indalex AluminumSolutions.

**XII.         WorkSafety**

Applicable lawsrequire an employer to provide a safe workplace.  All employees share in thisresponsibility.  In addition, an employermust comply with all occupational safety and health standards.  These standards include, but are not limitedto, requiring employees to wear appropriate protection, providing propertraining and supervision, and informing employees of any toxic or hazardoussubstances in the workplace.

Indalex AluminumSolutions have a Safety Plan that covers issues such as lockout/tagout,forklift permitting, work in confined spaces, and other specific matters.   Indalex Aluminum Solutions also have aHazard Communication/Right to Know program, providing for material safety datasheets and other information relating to hazardous chemicals.  From time to time, we also post safety standards.  Employees are expected to read and complywith these plans and standards.  Allemployees are expected to immediately report any dangerous condition or anysuspected violations of safety standards to their supervisor, or the Companies’Chief Compliance Officer.

**XIII.        Product Safety**

Indalex AluminumSolutions have an obligation to ensure that there is no unreasonable risk ofharm to any person using our products. Employees must exercise care in formulating, producing, storing andtransporting our products to assure that quality standards are met. Testing andinspections must conform to policy and be properly 

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documented.  Product advertising, packaging, and labelingmust be informative, accurate and in conformity with applicableregulations.  Employees must promptlyreport to their supervisor or to the Companies’ Chief Compliance Officer anydefect, danger or misrepresentation associated with any Company product.

**XIV.        Requests for Information**

All employees whoreceive a non-routine inquiry from any governmental agency, mediarepresentative, or other third party requesting an interview or seekinginformation about Indalex Aluminum Solutions or their products, should referthe inquiry to an authorized company spokesperson and are required toimmediately notify their supervisor. This policy applies whether or not the request relates to a confidentialor proprietary matter.  Adherence to thispolicy will assure that questions are answered by authorized personnel who haveunrestricted access to all of Indalex Aluminum Solutions’ pertinentinformation.

**XV.         Administration and Enforcement**

Failure to complywith this Code of Conduct may result in disciplinary action, includingtermination of employment.  Routinequestions concerning the Code should be directed to your immediate supervisoror, at your discretion, to your business unit’s Chief Compliance Officer.

**XVI.        Rights or Benefits Conferred**

This Code does notconfer any rights or benefits, nor does it change your employment status.  For example, if you were an at-will employeebefore signing the acknowledgment below, you will still be an at-will employeeafter signing it.  This Code does notconstitute an employment contract or an assurance of continued employment.  Further, nothing in this Code shall be construedas changing or modifying the terms of any employment or other contract withIndalex Aluminum Solutions.  IndalexAluminum Solutions retains the right, at their sole discretion, to change anypolicy, procedure or term of this Code at any time and in any manner.

**XVII.      Reporting Violations**

All employees arerequired to promptly report suspected violations of the law, or of this Code,to their immediate supervisor or, at your discretion, to your business unit’sChief Compliance Officer.  All reportswill be received with the understanding that no discipline or other retaliatoryaction shall be taken against any employee informing the Company of anysuspected violation by another employee. Employees may also, at their discretion, report suspected violations anonymouslyusing the Indalex Aluminum Solutions’

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compliancehotline, called Honor Line, at 877.684.9585. The submission of a false report is strictly prohibited.  Additional information on the Honor Lineaccompanies this Code and may be obtained from the Chief ComplianceOfficer.  All reports will be handledconfidentially.

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#### **Indalex Aluminum Solutions’****EMPLOYEE CODE OFCONDUCT**

EMPLOYEEACKNOWLEDGEMENT

I have received,read, understand and agree to comply fully with The Indalex Aluminum Solutions’Employee Code of Conduct.

| Name (Print): |   |   |
|---------------|--------|--------|
|          |   |   |
| Position:     |   |   |
|          |   |   |
| Company:      |   |   |
|          |   |   |
| Signature:    |   |   |
|          |   |   |
| Date:         |   |   |
|          |   |   |

Thisacknowledgement is to be completed and sent to the Chief Compliance Officer atthe address below:

Bill Corley

Indalex AluminumSolutions Group

75 Tri-StateInternational Suite 450

Lincolnshire,Illinois 60069

 

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**INDALEXALUMINUM SOLUTIONS’**

**EMPLOYEE CODE OF CONDUCT**

**ANNUALCOMPLIANCE AUDIT**

Please answer thefollowing questions.  If the answer toany of Questions 2 through 12 is “Yes,” you must attach a brief statementexplaining the facts that support your answer.
|        |   |                                                              |   | Yes    |   | No     |
|--------|--------|-------------------------------------------------------------------|--------|--------|--------|--------|
| 1.     |   | Have you read the Indalex Aluminum Solutions’  Employee Code |   |   |   |   |
|   |   | of Conduct and do you understand it?                              |   |   |   |   |
|   |   |                                                              |   |   |   |   |
| 2.     |   | Are you aware of any situation in which an                        |   |   |   |   |
|   |   | employee has a conflict of interest, or in which                  |   |   |   |   |
|   |   | an employee received a gift or other compensation                 |   |   |   |   |
|   |   | in excess of $100.00 from any individual or company  doing        |   |   |   |   |
|   |   | business or seeking to do business with the Company?              |   |   |   |   |
|   |   |                                                              |   |   |   |   |
| 3.     |   | Are you aware of any fraud, embezzlement, or                      |   |   |   |   |
|   |   | unrecorded fund or asset?                                         |   |   |   |   |
|   |   |                                                              |   |   |   |   |
| 4.     |   | Are you aware of any Company record, report or                    |   |   |   |   |
|   |   | advertising that is inaccurate?                                   |   |   |   |   |
|   |   |                                                              |   |   |   |   |
| 5.     |   | Are you aware of any violation of any federal,                    |   |   |   |   |
|   |   | state, or local environmental, work safety or                     |   |   |   |   |
|   |   | product safety law?                                               |   |   |   |   |
|   |   |                                                              |   |   |   |   |
| 6.     |   | Are you aware of any situation in which an employee               |   |   |   |   |
|   |   | communicated competitive information to, or received              |   |   |   |   |
|   |   | such information from, a competitor?                              |   |   |   |   |
|   |   |                                                              |   |   |   |   |
| 7.     |   | Are you aware of any circumstance in which an                     |   |   |   |   |
|   |   | employee recommended a resale price to a                          |   |   |   |   |
|   |   | distributor, or agreed to act as a conduit of  pricing            |   |   |   |   |
|   |   | information between customers?                                    |   |   |   |   |

 

18

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|        |   |                                                  |   | Yes    |   | No     |
|--------|--------|-------------------------------------------------------|--------|--------|--------|--------|
| 8.     |   | Are you aware of any practice that violates the       |   |   |   |   |
|   |   | Company’s antitrust and unfair competition       |   |   |   |   |
|   |   | policies?                                             |   |   |   |   |
|   |   |                                                  |   |   |   |   |
| 9.     |   | Are you aware of any potential violation of the       |   |   |   |   |
|   |   | employment policies set forth in the Employee Code    |   |   |   |   |
|   |   | of Conduct, including the policies against racial     |   |   |   |   |
|   |   | discrimination and sexual harassment?                 |   |   |   |   |
|   |   |                                                  |   |   |   |   |
| 10.    |   | Are you aware of any unauthorized disclosure of       |   |   |   |   |
|   |   | information to a third party?                         |   |   |   |   |
|   |   |                                                  |   |   |   |   |
| 11.    |   | Are you aware of any inquiry by any media             |   |   |   |   |
|   |   | representative, government agency or other third      |   |   |   |   |
|   |   | party seeking an interview or information from        |   |   |   |   |
|   |   | the Company?                                          |   |   |   |   |
|   |   |                                                  |   |   |   |   |
| 12.    |   | Are you aware of any potential violation of our       |   |   |   |   |
|   |   | Code of Conduct or any other transaction, practice    |   |   |   |   |
|   |   | or event that should be brought to the Company’s |   |   |   |   |
|   |   | attention?                                            |   |   |   |   |

 

The foregoinganswers and any attached explanations are true to the best of my knowledge andbelief.
|   |                         |
|--------|------------------------------|
|        | Employee’s Name (Print) |
|   |                         |
|   |                         |
|   | Signature                    |
|   |                         |
|   | Date:                        |   | , 20 |   |   |

 

Complete thisAudit When Directed and Send to the Company’s Chief Compliance Officer.

Bill Corley

Indalex AluminumSolutions Group

75 Tri-StateInternational Suite 450

Lincolnshire ,Illinois 60069

 

19

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