INDALEX HOLDINGS FINANCE INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a5478781-ex101.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1


INDALEX                                               Timothy Stubbs
ALUMINUM SOLUTIONS                                    Chief Executive Officer

                                                      Indalex Inc., Suite 450
                                                      75 Tri-State International
                                                      Lincolnshire, IL 60069
                                                      Telephone: 847-810-3000


August 11, 2007
                                                REVISED

MR. PATRICK LAWLOR


Dear Patrick,

I am pleased to offer you the  position of Vice  President  and Chief  Financial
Officer  (CFO) for  Indalex  Inc.  In this  role,  you will be an officer of the
Company and  participant on the Leadership  Team.  This position is domiciled at
the Company's  headquarters in Lincolnshire,  Illinois. You will report directly
to the undersigned.  Your anticipated start date will be by mutual agreement.  A
summary of the details pertaining to this offer are as follows:

Base Salary:        Your starting bi-weekly salary will be $9,615.38 (equivalent
                    to $250,000 annually less applicable withholdings).

Bonus Plan          You  will also  be eligible to participate in our Management
                    Incentive  Plan (the  "Plan")  subject  to the Plan rules as
                    outlined in the Plan  document,  at a 50% target  level to a
                    maximum opportunity of 100% of eligible base earnings.  Your
                    participation  in the Plan during calendar 2007 will be on a
                    prorated basis.

Stock Options:      Once employed, you will be eligible for stock options in the
                    amount of 5,000 shares. These options would vest at the rate
                    of 20% per year.

Car Allowance:      You will  be  provided  a  car allowance  in  the  amount of
                    $850.00 per month less applicable withholdings.

Miscellaneous:      You will be  provided  a  laptop  and cellular telephone for
                    purposes  of  conducting  business  on behalf of the Company
                    (details will follow).

Relocation:         You will be eligible for relocation assistance  as  outlined
                    in the Company's  Relocation  Policy (copy  attached).  As a
                    policy  exception,  we will provide you with a Miscellaneous
                    Expense  Allowance  in the  amount of  $10,000 to be paid in
                    accordance  with the  conditions  outlined in the Relocation
                    Policy. As discussed, as you are currently not a home owner,
                    the  provisions  applicable  to home sale in the Policy will
                    not apply to you.

Transition          You will  be  provided an  allowance  to  assist you in your
Allowance:          transition to Lincolnshire during the  first  two  years  in
                    this  assignment.  You will  receive up to $20,000  per year
                    paid  biweekly  in the amount of  $769.23.  Please note that
                    amounts paid as a transition  allowance  shall be considered
                    income  and  subject  to  applicable  taxes but shall not be
                    considered part of your salary.  This allowance shall not be
                    considered  in the  calculation  of  bonus  plan,  or in the
                    calculation of any base salary related  benefits,  or in the
                    calculation  of amounts owing to you during a claimed notice
                    period,  in the event that your employment is terminated for
                    whatever reason that termination occurs.


<PAGE>


Benefits:           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 1 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.

Vacation:           You will be eligible for three (3) weeks of vacation in 2008
                    and four (4) weeks each year thereafter until you become
                    eligible for additional weeks of vacation in accordance with
                    Company policy.

In  consideration  of your continued  service to the Company as Chief  Financial
Officer 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:

     o    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.
     o    During your first six (6) 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 (6) month period
          subsequent to your Termination Date.
     o    After  your first six (6) 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 (12)
          month period  subsequent to your Termination  Date. By way of example,
          if your  employment  were  terminated,  for other  than  cause,  after
          completing  six (6) 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 (6) 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 or 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.

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).

<PAGE>


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 and contingent upon
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 and ADP iPayStatements for your paychecks.

Employment  with the company is at the mutual  consent of each  employee and the
company.  Accordingly,  while the  company  has every hope that your  employment
relationship  will be  mutually  beneficial  and  rewarding,  employees  and the
company retain the right to terminate the employment  relationship  at-will,  at
any time, with or without cause or advance notice.  It is also important to note
that no  individual,  other than the  company's  Senior Vice  President of Human
Resources, has the legal authority or ability to alter the at-will nature of the
employment  relationship.  The Senior Vice  President of Human  Resources of the
company can only alter the at-will nature of the employment  relationship  if he
does so in a  written  agreement  that is  signed  both by him and by you.  This
represents an  integrated  agreement  with respect to the at-will  nature of the
employment  relationship and must be agreed to as a condition of your acceptance
of this offer of employment.

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 Dale Tabinowski,  Senior Vice President, Human Resources at
847-810-3225 or 847-612-2091 (cell).

Patrick,  we feel confident that you will find this opportunity both challenging
and rewarding and look forward to you joining the Indalex Team.


Sincerely,



Timothy Stubbs
Chief Executive Officer
Indalex Inc.

Cc:      Dale Tabinowski
         Mike Alger





  UPON ACCEPTANCE OF THE ABOVE OFFER, PLEASE SIGN AND RETURN TO Dale Tabinowski


          OFFER ACCEPTED:
                         -------------------------------------------------------

          SIGNATURE

          /s/ Patrick Lawlor
          ------------------------------------------
          Patrick Lawlor
                          8/13/07
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