THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This Third Amendment to Employment Agreement (this "Amendment" or "Third
Amendment") is made as of July 10, 2000 (the "Amendment Date"), by and between
Miller Building Systems, Inc., a Delaware corporation (the "Company") and
Edward C. Craig (the "Employee").

                            RECITALS

     A.   Pursuant to that certain Employment Agreement dated February 29, 1996
     (the "Original Agreement"), the Company hired the Employee to serve as its
     Chief Executive Officer and President.

     B.   The Original Agreement was amended on October 22, 1997 by the First
     Amendment to Employment Agreement ("First Amendment"), and September 22,
     1998 by the Second Amendment to Employment Agreement ("Second Amendment").

     C.   Since the dates of the execution of the Original Agreement, the First
     Amendment and the Second Amendment (collectively, the "Agreement"), the
     Board of Directors of the Company (the "Board") adopted various
     resolutions recognizing the Employee's excellent work, importance to the
     Company and continued contribution to the Company.

     D.   The Company and the Employee desire to further amend certain
     provisions of the Agreement to memorialize such resolutions in the
     Agreement, in accordance with the terms and provisions of this Third
     Amendment.

                            CLAUSES

     In consideration of the preceding, and the obligations, covenants and
     duties identified below, the parties amend the Agreement, as follows:

1.   Delete existing Sections 1.1(b), 1.1(c)  and 1.1(d) in their entirety, and
     substitute the following in their place:

          "1.1(b)   For the period continuing through September 30, 2000, the
     Employee shall continue serving as the Company's Chairman of the Board and
     Chief Executive Officer and perform the usual duties of such offices as
     described in the Company's by-laws; provided, however, the Employee shall
     only serve as the Company's Chief Executive Officer until such time when
     Employee's successor is named by the Employee and approved by the Board.

          1.1(c)    Employee will be entitled to continue participating in all
     Company, or its successors, health benefits through September 30, 2004, on
     terms that are substantially the same as are then in effect for full-time
     executive employees of the Company.

          1.1(d)    The Employee shall continue to devote his exclusive
     attention and best efforts to the Company's business on a basis reasonably
     determined by Employee, taking into consideration his health, through
     September 30, 2000 (the "Term")."

2.   Delete existing Section 2.1(d) in its entirety, and substitute the
     following in its place:

          "2.1(d)   For the period continuing through September 30, 2001, an
     amount equal to Two Hundred Thousand Dollars ($200,000); and"

3.   Delete existing Section 2.1(E) in its entirety, and substitute the
     following 2.1(e) in its place:

          "2.1(e)   For the period commencing October 1, 2001 and continuing
     through September 30, 2003, Employee shall be paid an amount equal to One
     Hundred Fifteen Thousand Dollars ($115,000) per year.  For the period
     commencing October 1, 2003 and continuing through September 30, 2004,
     Employee shall be paid an amount equal to Fifty Thousand Dollars
     ($50,000).  Said sums are to be payable in equal consecutive monthly
     installments as renumeration for past consulting services Employee
     rendered to the Company (collectively, "Deferred Compensation").  Said
     amounts are guaranteed by the Company and payable by the Company,
     notwithstanding Employee's ability to perform future consulting services
     for the Company for any reason or no reason."

4.   The existing Section 2.2 shall be deemed to be Section 2.2(a), and
     the following Section 2.2(b) shall be inserted following Section 2.2(a):

          "2.2(b)   Special Bonus.  In addition to all other compensation
     payable to the Employee under the Agreement, as amended by this Third
     Amendment, the Company shall pay a special bonus (the "Special Bonus") to
     the Employee in an amount equal to Twenty-Eight Thousand Dollars ($28,000)
     per year, for the fiscal years 2000, 2001 and 2002.  The Special Bonus
     shall be paid by the Company to Employee on the last day of each such
     fiscal year."

5.   Insert Section 3.4 following the existing Section 3.3:

          "3.4 Vesting and Payment.  All outstanding options granted by the
     Company to the Employee at any time shall immediately vest, all payments
     of the Special Bonus shall become immediately due and payable, and all
     Deferred Compensation payments shall become immediately due and payable:
     (i) upon the sale of the Company; (ii) upon the sale of substantially all
     of the assets of the Company; or (iii) upon any action that indicates a
     Change in Control (as hereinafter defined) will occur immediately.  For
     purposes of the Agreement, as hereby amended, "Change in Control" shall be
     deemed to have occurred on the date that a change in control of a nature
     that would be required to be reported in response to Item 6(e) of Schedule
     14A of Regulation 14A promulgated under the Securities Exchange Act of
     1934, as amended, occurs."

6.   The terms and provisions of this Third Amendment shall prevail if there is
     any conflict among the terms of the Original Agreement, the First
     Amendment, the Second Amendment, and this Third Amendment.  However,
     except as amended by the First Amendment, the Second Amendment and the
     Third Amendment, all terms and provisions of the Original Agreement shall
     remain in full force and effect without change, modification or deletion.

7.   The laws of the State of Indiana shall govern the terms and provisions of
     this Amendment.

     The parties have executed this Third Amendment as of the Amendment Date.


EMPLOYEE:                          THE COMPANY:

                                   Miller Building Systems, Inc., a Delaware
                                   Corporation

/Edward C. Craig                   By:  /Thomas J. Martini
Edward C. Craig, Individually
                                   Its: Secretary/Treasurer