EMPLOYMENT AGREEMENT

     AGREEMENT,  dated as of December  18,1996,  by and between  Wells  Aluminum
Corporation,  a Maryland corporation (the "Corporation"),  and Russell W. Kupiec
(the  "Executive"),  residing at 3228 Montebello  Terrace,  Baltimore,  Maryland
21214.


                              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 President  and
Chief  Executive  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  operations  of  the
Corporation,  and shall have such  powers and duties as  generally  pertain to a
President  and Chief  Executive  Officer.  In no event  shall the  Executive  be
assigned  duties  inconsistent  with his status as an  executive  officer of the
Corporation.

          (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

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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  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


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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 $233,750 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  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


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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(0),  or (ii) the
Executive  terminates  his  employment  as  provided  in  Subsection  7(b),  the
Executive's  salary 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.


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          (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.

          (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


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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  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.


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     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 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


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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 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.

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


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


                                            WELLS ALUMINUM CORPORATION:


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



                                            EXECUTIVE:

                                            /s/ Russell W. Kupiec
                                            ------------------------------------
                                            Russell W. Kupiec


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