EMPLOYMENT AGREEMENT

     AGREEMENT,  dated as of December  18,1996,  by and between  Wells  Aluminum
Corporation,  a Maryland corporation (the  "Corporation"),  and W. Russell Asher
(the "Executive"), residing at 927 Metfield Road, Towson, Maryland 21286.


                                   WITNESSETH:


     WHEREAS,  the Corporation desires to employ the Executive and the Executive
is willing to accept  such  employment  with the  Corporation,  on the terms and
conditions hereinafter set forth.


     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable consideration, the parties hereto do hereby agree as follows:


     1. TITLE AND DUTIES OF EXECUTIVE.  (a) During the term of his employment as
provided  in Section 3 below,  the  Executive  will be  employed  as Senior Vice
President  and Chief  Financial  Officer of the  Corporation,  and the Executive
agrees to be employed in such capacities.  During such term, the Executive shall
hold  responsibility  for, and exercise  authority  over,  all of the  planning,
financial and accounting  operations of the Corporation,  subject to the overall
supervision of the President and Chief Executive of the Corporation. In no event
shall the  Executive  be  assigned  duties  inconsistent  with his  status as an
executive officer of the Corporation.

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          (b) The Board of Directors of the Corporation  may, in addition,  from
time to time request the Executive to act (but only in an executive capacity and
with regard to duties  reasonable  assigned to him) as an officer or director of
subsidiaries  of the  Corporation  which may hereafter be  established,  and the
Executive agrees, upon such request (and upon any necessary  election),  to hold
such  positions  provided  such do not  interfere  with the  Executive's  duties
hereunder.

          (c) The Executive agrees to devote his full business time and his best
efforts to the  performance of his duties  hereunder and to the promotion of the
best interests of the  Corporation.  The Executive  further agrees to normal and
reasonable business travel related to the performance of his duties hereunder.

     2. PLACE OF EMPLOYMENT.  The permanent place of the Executive's  employment
shall be the  Baltimore,  Maryland  area for the first twelve (12) months of the
term of this  Agreement,  or the first twelve (12) months  following the date of
notification of a Change in Ownership (as hereinafter defined) to the Executive,
following  which, if at any time the Board of Directors shall determine it to be
in the best interests of the  Corporation  for the Executive to be relocated and
the Executive, in the exercise of his sole discretion, shall so elect, he may be
relocated,  provided  that  the  Corporation  shall  reimburse  the  Executive's
reasonable expenses incurred in moving himself and his immediate family.

     3. TERM OF  AGREEMENT.  The  Employment of the  Executive  hereunder  shall
commence on December 18, 1996 and shall continue


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through  December 31, 1999,  unless a Change in Ownership  has occurred in which
case the term of this  Agreement  shall  extend three (3) years from the date of
notification of a Change in Ownership to the Executive, and in either case shall
be  automatically  renewed  thereafter  on an annual basis unless  terminated by
either  party by  written  notice  to the  other  on or  before  six (6)  months
preceding  any  scheduled  termination  date,  unless  sooner  terminated by the
Executive's death or as hereinafter provided in Section 6 below.

     4. COMPENSATION.  (a) The Corporation agrees to pay the Executive a salary,
payable  semi-monthly,  at the rate of $139,100 per annum, which salary shall be
subject to increase pursuant to review at least annually.

          (b)  The  Executive  shall  also be  entitled  to  participate  in any
executive incentive  compensation or bonus programs of the Corporation each year
he is employed by the Corporation.

     5. BENEFITS AND EXPENSES. (a) During the term of the Executive's employment
hereunder, the Executive shall, subject to the terms thereof and the eligibility
requirements  therefor,  be eligible to participate  in any insurance,  pension,
retirement or other benefit program  maintained by the Corporation for executive
employees, including the Corporation's stock option plan.

          (b) In order to facilitate  the  Executive.'s  carrying out his duties
hereunder, the Corporation shall promptly


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reimburse the Executive for all  reasonable  expenses paid or incurred by him in
promoting the business of the Corporation, upon presentation by the Executive of
an itemized accounting therefore.

     6. TERMINATION. (a) In the event of the Executive's willful misconduct (not
including  negligence)  in any material  respect or his  material  breach of, or
material  failure to  perform,  his duties or  responsibilities  hereunder,  the
Corporation may terminate the Executive's  employment  hereunder at any time for
cause by  giving  written  notice  to the  Executive  stating  the cause of such
termination.  In no event shall the  Executive's  exercise  of his rights  under
Section 2 not to relocate be deemed to permit the  Corporation  to terminate his
employment under this Subsection 6(a).

          (b) If the  Executive  is unable to perform  his duties  hereunder  by
reason of mental or physical illness or other incapacity continuing for a period
of six (6)  consecutive  months,  the  Corporation  may,  at any time  after the
expiration  of such six month period and prior to his recovery from such illness
or incapacity, elect to terminate the Executive's employment hereunder by giving
written  notice  of such  election  to the  Executive.  During  such  period  of
incapacity,  the Executive's  salary hereunder shall be reduced by the amount of
any  disability   payments  made  to  him  under  programs   maintained  by  the
Corporation.

          (c) If (i) the Executive's employment is terminated by the Corporation
for any reason other than as provided in  Subsection  6(a) or 6(b),  or (ii) the
Executive  terminates  his  employment  as  provided  in  Subsection  7(b),  the
Executive's salary


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shall continue  through the term of this Agreement,  and his incentive bonus for
the year during which the  termination  takes place shall be paid on a pro-rated
basis  reflecting  that  portion  of the year  during  which the  Executive  was
employed.  The obligation of the  Corporation to continue salary pursuant hereto
is  subject  to  offset  for  the  Executive's  earnings  from  other  full-time
employment,  unless a Change in Ownership has occurred prior to the  termination
of the Executive's  employment,  in which case the obligation of the Corporation
to continue salary pursuant hereto is not subject to such offset.

          (d) If (i) the Executive's employment is terminated by the Corporation
for any other reason other than as provided in Subsection  6(a) or 6(b), or (ii)
the Executive  terminates  his  employment as provided in Subsection  7(b),  the
Executive shall be entitled to service credit through the term of this Agreement
under the salaried  retirement plan of the  Corporation.  The Corporation  shall
also maintain in force the other benefits referred to in Subsection 5(a) through
the term of this  Agreement to the extent  allowed by the then existing  benefit
plans of the Corporation under applicable law,  excluding that governing the tax
deductibility of the  Corporation's  group plan expenses.  The obligation of the
Corporation to continue the other benefits  pursuant hereto shall cease upon the
Executive's acceptance of other full-time employment.


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          (f) The Executive may terminate his  employment  hereunder at any time
by giving the Corporation ninety (90) days' written notice.

     7. CHANGE IN OWNERSHIP.  (a) In the event that the Corporation shall at any
time be merged or  consolidated  with or into any  corporation  or  corporations
(other  than a  subsidiary  of the  Corporation),  or in the  event  that all or
substantially  all of the assets or all or substantially all of the stock of the
Corporation  shall be sold or  otherwise  transferred,  or in the event that The
Fulcrum III Limited  Partnerships (or, upon distribution,  their partners) shall
sell, transfer or otherwise dispose of an aggregate of 80% or more of the shares
of common stock of the Corporation  acquired by Fulcrum pursuant to that certain
Stock  Subscription  Agreement  dated as of June 30, 1987 (any of the  foregoing
events,  a "Change in  Ownership"),  the  Corporation  shall give the  Executive
prompt  written notice of such event,  and the term of this  Agreement  shall be
automatically  extended  for the period  three (3) years  after the date of such
notification.

          (b) In the  event of a Change  in  Ownership,  the  Corporation  shall
render to the  Executive a special  review (the  "Review") in the first ten (10)
days of the eighteenth  (18th) month  following the  notification of a Change in
Ownership  to the  Executive.  The Review  shall  include an  evaluation  of the
Executive's  performance,  an  assessment  of the  Executive's  position  in the
Corporation  and  the  adjustments,  if  any,  to be  made  to  the  Executive's
compensation pursuant to Subsection 4(a) of this


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Agreement.  In the event the Executive gives written notice of his  disagreement
or dissatisfaction  with the Review within thirty (30) days after the results of
the Review are  communicated  to the Executive,  or in the event the Corporation
fails to render the Review at the time provided  above,  the  Executive,  in the
exercise of his sole  discretion,  may, at any time during the  remainder of the
term of this  Agreement,  terminate  his  employment  hereunder  by  giving  the
Corporation ten (10) days' written notice. If the Corporation renders the Review
and the  Executive  does not  notify  the  Corporation  of his  disagreement  or
dissatisfaction  therewith as provided  above,  this Agreement shall continue in
full force and effect as if this Subsection 7(b) were not contained herein.

          (c) In the  event of a Change in  Ownership,  the  provisions  of this
Agreement  shall  inure  to the  benefit  of the  successor  of the  Corporation
resulting  from such merger or  consolidation  or the  purchaser in such sale of
assets,  except that, if  applicable,  the  Executive's  employment  shall be as
President and Chief Executive of the corporation or division thereafter carrying
on the business of the Corporation.

     8.  CONFIDENTIAL  INFORMATION.  (a) The Executive  agrees that,  during his
employment by the Corporation and at all times thereafter,  he will not disclose
to others,  directly or indirectly,  any unpublished  confidential  information,
which is in the nature of trade secrets, relating to the business,  prospects or
plans  of  the  Corporation.   Upon  termination  of  his  employment  with  the
Corporation, the Executive shall surrender to the Corporation


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<PAGE>

any and all work papers, reports, manuals, documents and the like (including all
originals  and  copies  thereof)  in  his  possession  which  contain  any  such
unpublished confidential information.

          (b) The Executive  agrees that,  provided he is still  employed by the
Corporation or is receiving  payments pursuant to Subsection 6(c) above, he will
not directly or indirectly  be engaged in the operation or management  of, or be
interested as owner, holder of 5% or more of the outstanding  equity,  creditor,
partner,  officer,  employee or otherwise  in, any business  competing  with the
business of the Corporation;  provided,  however,  that nothing contained herein
shall  prevent the  Executive  from working for a business or entity which has a
subsidiary,  division or separate branch which is competitive  with the business
of the Corporation,  but only if the Executive does not work for, participate in
or otherwise render services to such competitive subsidiary, division or branch;
and provided, further, that the Executive may elect to terminate his obligations
under this Subsection 8(b) by waiving,  irrevocably and in writing, any right to
further  compensation,  benefits or any other claim under this Agreement against
the  Corporation,  its affiliates  and the directors,  officers and employees of
each.

          (c) The Executive agrees that he will not, for a three (3) year period
following the date of the  termination of his employment  under this  Agreement,
solicit or encourage any employee of the  Corporation  to work for the Executive
or any company,  partnership or other  organization  in which the Executive then
works


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<PAGE>

or with which the Executive then has a relationship  or from which the Executive
then receives compensation.

          (d) In the event of a breach or threatened breach of the terms of this
Section 8 by the  Executive,  the  Corporation  shall,  in addition to all other
remedies, be entitled to a temporary or permanent injunction and/or a decree for
specific performance,  in accordance with the provisions hereof, without showing
any actual damage or that monetary damagers would not provide an adequate remedy
and without any bond or other security being required.

     9.  NOTICES.  Any and all notices or consents  required or  permitted to be
given  under any of the  provisions  of this  Agreement  shall be in writing and
shall be deemed to have been duly given and received when  delivered  personally
or three (3) days after  mailing,  if mailed by  registered  or certified  mail,
return receipt requested,  as to the Executive,  at his address appearing above,
and as to the  Corporation,  at its principal office at that time. The Executive
may change his mailing  address for the purposes of this  Agreement by notice to
the Corporation as herein provided.


     10.  AUTHORITY.  This  Agreement has been duly  authorized on behalf of the
Corporation by its Board of Directors.  The Executive represents that he is free
to enter into this  Agreement and that his entering into this Agreement does not
violate any obligation that he has to any other person, firm or corporation.


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         11.  SEPARABILITY.  In the event that any  provision of this  Agreement
would be held  invalid  or  unenforceable  for any  reason  unless  narrowed  by
construction,   this  Agreement  shall  be  construed  as  if  such  invalid  or
unenforceable  provision had been more narrowly drawn so as not to be invalid or
unenforceable.   If,  notwithstanding  the  foregoing,  any  provision  of  this
Agreement  shall be held to be invalid or  unenforceable  for any  reason,  such
invalidity or unenforceability shall attach only to such provision and shall not
affect or render invalid or unenforceable any other provision of this Agreement.

     12.  MISCELLANEOUS.  (a) This Agreement sets forth the entire understanding
of the  Corporation  and the Executive with respect to the subject matter hereof
and cannot be amended or modified except by a writing signed by both parties.

          (b) Except as otherwise  expressly  provided  herein,  this  Agreement
shall be binding upon and inure to the benefit of the parties hereto,  and their
respective successors and assigns, heirs and personal representatives.

          (c)  The  Section  headings  contained  herein  are  for  purposes  of
convenience  only and are not  intended to define or limit the  contents of said
Sections.

          (d) This Agreement  shall be deemed to be a contract under the laws of
the State of Maryland and shall be construed  and  enforced in  accordance  with
such laws.


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          (e) This Agreement may be executed in two  counterparts  which,  taken
together, shall constitute a single original document.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                                WELLS ALUMINUM CORPORATION:


                                                BY /s/
                                                  -------------------------

                                                EXECUTIVE:


                                                /s/ W. Russell Asher
                                                ---------------------------
                                                W. Russell Asher