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GEORGE T. BROPHY                                                   EXHIBIT 10.26
CHAIRMAN, PRESIDENT & CEO


                              December 3, 1997


Mr. Michael A. Lupo
8348 Twin Lake Drive
Boca Raton,  FL  33496

Dear Mike:

     The following summarizes our discussions:

          .    Effective February 1, 1998, your status will change to a
               "Consultant" for the Company. We envision using you when needed
               on a mutually agreeable basis. This status will be subject to
               annual renewal by the Chairman.

          .    Annual compensation for your Consultant services will be $50,000
               per year payable monthly.

          .    Your title will remain "Assistant to the Chairman," an honorary
               title of ABT Building Products Corporation. This title can be
               displayed on business cards or correspondence pertaining to work
               only for ABT.

          .    You will be responsible to the Chairman, President & CEO, and
               required to coordinate your activities with other executives and
               officers of the Company.

          .    The Company will reimburse you for appropriate documented 
               company-related expenses during this consulting period.
               Reimbursement will require specific detailed receipts attached to
               "Expense Report Forms" submitted on a timely basis, and subject
               to approval of the Chairman.
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Mr. Michael A. Lupo
December 3, 1997
Page 2


          .    LIFE INSURANCE - The amount of your base group life insurance
               coverage ($500,000) in effect at the time of change in status
               will be continued through February 1, 1998. At that time the
               amount of coverage will be converted to the amount provided all
               retirees of the Company ($2,500).

          .    FINANCIAL - As a participant in the Executive Bonus Plan,
               "Executive A", you will receive any eligible payment for
               participation in 1997, to be paid by January 31, 1998. No further
               eligibility will accrue.

          .    QUALIFIED RETIREMENT PLAN - As a vested participant in the ABTco,
               Inc. Employees Retirement Plan, your deferred vested benefit will
               be calculated utilizing a January 31, 1998, termination date.
               Your retirement will be effective February 1, 1998 from this
               plan.

          .    NON-QUALIFIED SERP #2 RETIREMENT PLAN - As a participant in this
               Plan, your retirement benefit will be calculated utilizing a
               January 31, 1998, termination date, and will provide you a total
               of 4.8 years of credited service, and a retirement date of
               February 1, 1998. No further service will accrue subsequent to
               the date stated in this section.

          .    BUSINESS EQUIPMENT - The various items of business equipment in
               your possession will be transferred to you effective February 1,
               1998. These items are defined as: Two laptop computers (one IBM,
               one Compaq) complete with docking stations, monitors, keyboards,
               and modems, etc. Portable cell phone, installed vehicle cell
               phone, fax machine, will no longer be company paid units and the
               service providers will be advised to transfer them to your
               personal address and account. Access to the Company main frame
               and various networks will cease and all company direct credit
               cards are to be returned as they will be canceled with
               implementation of this summary document.

          .    STOCK OPTIONS - The following Stock Options to purchase shares of
               common stock of ABT (the "Options") have been issued to you:
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Mr. Michael A. Lupo
December 3, 1997
Page 3


          75,000 shares @ $15.00(US) per share on June 29, 1993
          25,000 shares @ $27.50(US) per share on February 1, 1994
          50,000 shares @ $20,00(US) per share on February 17, 1995

          Our records document that you have exercised and sold 35,000 shares of
          the $15.00 grant as of November 30, 1997.

          This document amends your Options Agreement set forth above to provide
          that (i) the Options will continue to vest as provided in Section 2(b)
          of the Options Agreement notwithstanding termination of your active
          employment with the Company, and (ii) the Options issued on June 29,
          1993, February 1, 1994, and February 17, 1995, will terminate in their
          entirety on January 1, 2001.  All other provisions of the Options
          Agreement will prevail.

          .    LEASED COMPANY VEHICLE - The current vehicle assigned to you,
               1996 Buick Park Avenue Ultra Sedan will be transferred from the
               leasing company to you effective March 1, 1998. The company will
               pay the remaining balance due at that time including license,
               title and taxes.

     It is acknowledged that the above sets forth payments to be made and other
actions to be taken by the Employer in consideration for the promises made by
the employee in the attached Non-Compete Agreement and Release, and that the
above is an integral part of that Agreement.  The consideration provided in this
document replaces any other in effect prior to the effective date of this
Agreement.  Tom Kelly will provide you with the standard Release and Non-Compete
contract to sign.

ABT BUILDING PRODUCTS CORPORATION

______________________                       _________________________
George T. Brophy                             Date
Chairman, President & CEO

______________________                       _________________________
Employee Signature                           Witness


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Date                                         Date