Victoria & Eagle Strategic Fund, Ltd. P.O. Box 1984 G.T., Elizabethan Square Grand Cayman, Cayman Islands British West Indies December 19, 2003Victoria & Eagle Strategic Fund Cayman Island • December 23rd, 2003 • Photographic equipment & supplies
Gentlemen: This letter sets forth our agreement with respect to certain matters arising out of and related to the Series A 12% Cumulative Convertible Preferred Stock (the "Preferred Stock") of American Building Control, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings specified in Paragraph 4(H) of the Company's Certificate of Incorporation. In consideration of the mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
