EMPLOYMENT AGREEMENT


     AGREEMENT,  dated as of December  18,1996,  by and between  Wells  Aluminum
Corporation,  a Maryland corporation (the  "Corporation"),  and William J. Milam
(the "Executive"), residing at 48 English Run Turn, Sparks, Maryland 21152.


                              W I T N E S S E T H :


     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 Vice  President,
Sales and Product Management, of the Corporation, and the Executive agrees to be
employed in such capacities. In these capacities,  the Executive will be subject
to the overall supervision of the Senior Vice President, Sales and Marketing, of
the Corporation. In no event shall the Executive be assigned duties inconsistent
with his status as an executive officer of the Corporation.

          (b) 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.

<PAGE>

     2. PLACE OF EMPLOYMENT.  The permanent place of the Executive's  employment
shall be the  Baltimore,  Maryland  area.  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  through  December  31, 1998,
unless  a Change  in  Ownership  has  occurred  in  which  case the term of this
Agreement  shall extend two (2) years from the date of  notification of a Change
in Ownership to the Executive, 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 $109,000 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


                                      -2-
<PAGE>

therefor,  be eligible to participate in any insurance,  pension,  retirement or
other benefit program maintained by the Corporation for executive employees.

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

     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.


                                      -3-
<PAGE>

          (c) If the Executive's employment is terminated by the Corporation for
any reason other than as provided in Subsection  6(a) or 6(b),  the  Executive's
salary shall continue through the term of this Agreement.  The obligation of the
Corporation  to  continue  salary  pursuant  hereto is subject to offset for the
Executive's earnings from other full-time employment.

          (d) If the Executive's employment is terminated by the Corporation for
any reason other than as provided in Subsections  6(a) or 6(b), the  Corporation
shall also maintain in force the benefits referred to in Subsection 5(a) for six
(6) months after termination, to the extent allowed by the then existing benefit
plans of the Corporation.

          (e) 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  two (2)  years  after the date of such
notification.


                                      -4-
<PAGE>

          (b) 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.

     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 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


                                      -5-
<PAGE>

this Agreement against the Corporation and the directors, officers and employees
of the Corporation.

          (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 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 6 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


                                      -6-
<PAGE>

Agreement  and that his  entering  into  this  Agreement  does not  violate  any
obligation that he has to any other person, firm or corporation.

     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.

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


                                      -7-
<PAGE>

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


                                            WELLS ALUMINUM CORPORATION:


                                            By /s/
                                              ----------------------------------

                                            EXECUTIVE:


                                            /s/ William J. Milam
                                            ------------------------------------
                                            William J. Milam