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                                                                  Exhibit 10.46

                   INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
                   -------------------------------------------

         The undersigned, WERNER HOLDING CO. (PA), INC., a Pennsylvania
corporation, ("WHPA"), with offices at 93 Werner Road, Greenville, Pennsylvania
16125, hereby agrees with you as follows:

1.       Position and Responsibilities
         -----------------------------

         a.       You shall serve as a Consultant for WHPA and/or any of its
                  subsidiaries (the "Company") and shall perform the duties
                  customarily associated with such capacity from time to time
                  and at such place or places as the Company's Board of
                  Directors shall designate as appropriate and necessary in
                  areas including, but in no way limited to, (i) mentoring and
                  counseling, sales, technology and trade association
                  representation, strategic planning, administrative consulting,
                  succession counseling, shareholder relations, compensation
                  consulting, etc., (ii) representing the company to customers
                  and outside organizations, including participation in
                  community activities, trade groups, associations, etc., (iii)
                  representing the company to outside shareholders as an
                  ambassador of goodwill and by conducting/participating in
                  communication meetings by geographic location, and (iv)
                  performing such other duties and activities as may be
                  reasonably requested by the Company during the term of this
                  Agreement. You shall be an independent contractor and not an
                  employee or agent of the Company. You have no authority to
                  bind the Company in any way or represent the Company, except
                  as provided herein.

         b.       You will, to the best of your ability, devote your best
                  efforts to the performance of your duties hereunder and the
                  business and affairs of the Company for such time as is
                  mutually agreed to by you and the Company; provided, however,
                  that it is agreed that such duties shall require at least
                  three months of service annually. You shall continue to be
                  available to the Company on a part-time basis to assist in any
                  necessary transition for a period of ninety (90) days
                  following the termination or expiration of this Agreement for
                  any reason whatsoever.

         c.       You will duly, punctually and faithfully perform and observe
                  any and all rules and regulations which the Company may now or
                  shall hereafter establish generally for its employees or
                  consultants governing the conduct of its business.

2.       Term of Agreement
         -----------------

         a.       The term of this Agreement shall be for a period of one (1)
                  year, commencing January 1, 2000 and ending December 31, 2000,
                  unless extended or terminated prior thereto as provided herein
                  or as mutually agreed by the parties hereto in writing. This
                  Agreement shall automatically renew for successive one (1)
                  year periods unless either party provides written notice to
                  the other, thirty (30) days prior to the expiration of the
                  then current period, of such party's intention to terminate
                  this Agreement at the end of the then current period

         b.       Notwithstanding the foregoing, the Company may terminate this
                  Agreement and the consulting relationship at any time upon
                  sixty (60) days prior written notice to you. Upon termination
                  of this Agreement for any reason, all obligations of the
                  Company hereunder shall cease, except with respect to amounts
                  and obligations accrued to you. As noted in Section 7 below,
                  your confidentiality and non-competition obligations under
                  Sections 5 and 6 shall survive the termination of this
                  Agreement.


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Consulting Agreement                                                 Page 2 of 4



3.       Compensation and Expenses
         -------------------------

         You shall be compensated at the rate of One Hundred Fifty Thousand
         Dollars ($150,000.00) per year, which shall be payable in equal monthly
         installments. The Company shall file a Form 1099 with the Internal
         Revenue Service with respect to the compensation paid during the term
         of this Agreement. You shall be responsible to pay any applicable taxes
         (both Federal and State).

         The Company shall reimburse you promptly for all reasonable and
         ordinary business and out-of-pocket expenses incurred by you in
         connection with the performance of your duties hereunder, as approved
         by the Company, including meals, travel, personal automobile and
         miscellaneous expenses, provided the expenses are incurred in
         furtherance of the Company's business and at the request of the
         Company. You agree to keep accurate and complete records of the
         aforesaid expenses as may be requested by the Company and to account to
         the Company for the expenses prior to reimbursement by signing an
         expense report and providing substantiating receipts.

         The Company agrees to maintain for your use in the performance of your
         duties hereunder appropriate office facilities in Greenville, PA and
         provide support staff to assist you.

4.       Outside Activities During Consulting Agreement
         ----------------------------------------------

         You hereby agree that you will work exclusively for the Company on the
         matters set forth in Section 1(a) and that you will not, directly or
         indirectly, engage in any activities or become in any way affiliated
         with (whether as an employee, consultant, officer, partner or
         stockholder) any entity, which is in competition or in conflict with
         the business or affairs of the Company.

5.       Proprietary Information
         -----------------------

         In order to protect the interests of the Company, you shall maintain in
         strict confidence and use only in connection with your performance of
         your duties hereunder all proprietary and sensitive information
         (whether or not designated as confidential) of the Company which is in
         your possession (whether received prior to or in connection with this
         Agreement) or which is developed by you in the course of performing
         your duties hereunder. This obligation shall not extend to information
         which is or becomes generally available to the public through no fault
         of yours or anything which may be received by you from another source
         without restriction on its disclosure.

         If, during or as a result of your performance of your duties hereunder,
         you make an invention, improvement, idea or work relating to the
         subject matter of your duties under this Agreement, you hereby agree to
         promptly disclose the same to the Company and it shall be the Company's
         property. You agree to execute any applications for patents, trademarks
         or copyrights thereon which the Company sees fit to have prepared,
         together with an assignment to the Company of your entire interest in
         such invention, improvement, idea or work and such applications. You
         also agree to take all other reasonable actions as the Company may deem
         necessary to assist the Company in obtaining such patents, trademarks
         or copyrights.

6.       Non-Competition.
         ---------------

         a.       During the term of this Agreement and for a period following
                  the termination or expiration of this Agreement, for whatever
                  reason, equal to two (2) years, you will not, without the
                  Company's


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Consulting Agreement                                                 Page 3 of 4


                  prior written consent, directly or indirectly engage in
                  activities similar or reasonably related to those in which you
                  shall have engaged hereunder for, nor render services similar
                  or reasonably related to those which you shall have rendered
                  hereunder to, any person or entity whether now existing or
                  hereafter established which directly competes with (or
                  proposes or plans to directly compete with) the Company
                  ("Direct Competitor") in any line of business engaged in or
                  under development by the Company.

         b.       No provision of this Agreement shall be construed to preclude
                  you from performing the same services which the Company hereby
                  retains you to perform for any person or entity which is not a
                  Direct Competitor of the Company upon the expiration or
                  termination of your consulting relationship with the Company
                  (or any post-agreement consultation) so long as you do not
                  thereby violate any term of this Agreement.

7.       Remedies
         --------

         Your obligations under the provisions of Sections 5 and 6 of this
         Agreement (as modified by Section 9, if applicable) shall survive the
         expiration or termination of your consulting relationship (whether
         through your resignation or otherwise) with the Company. You
         acknowledge that a remedy at law for any breach or threatened breach by
         you of the provisions of Sections 5 or 6 hereof would be inadequate and
         you therefore agree that the Company shall be entitled to injunctive
         relief in case of any such breach or threatened breach.

8.       Assignment
         ----------

         This Agreement and the rights and obligations of the parties hereto
         shall bind and inure to the benefit of any successor or successors of
         the Company by reorganization, merger or consolidation (including any
         subsidiary, affiliate, or related entity of the Company) and any
         assignee of all or substantially all of its business and properties.
         Neither this Agreement nor any rights, obligations, or benefits
         hereunder may be assigned by you without the prior written consent of
         the Company.

9.       Interpretation
         --------------

         IT IS THE INTENT OF THE PARTIES THAT in case any one or more of the
         provisions contained in this Agreement shall, for any reason, be held
         to be invalid, illegal or unenforceable in any respect, such
         invalidity, illegality or unenforceability shall not affect the other
         provisions of this Agreement, and this Agreement shall be construed as
         if such invalid, illegal or unenforceable provision had never been
         contained herein. MOREOVER, IT IS THE INTENT OF THE PARTIES THAT in
         case any one or more of the provisions contained in this Agreement
         shall for any reason be held to be excessively broad as to duration,
         geographical scope, activity or subject, such provision shall be
         construed by limiting and reducing it, so as to be enforceable to the
         maximum extent compatible with applicable law.

10.      Notices
         -------

         Any notice which the Company is required to or may desire to give you
         shall be given by registered or certified mail, return receipt
         requested, addressed to you at your address of record with the Company,
         or at such other place as you may from time to time designate in
         writing. Any notice which you are required or may desire to give to the
         Company hereunder shall be given by registered or certified mail,
         return receipt requested, addressed to Eric J. Werner, Esq., Secretary
         and General Counsel, Werner Holding Co. (PA), Inc., 93 Werner Road,
         Greenville, Pennsylvania 16125.



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Consulting Agreement                                                 Page 4 of 4


11.      Waivers
         -------

         No waiver of any right under this Agreement shall be deemed effective
         unless contained in a writing signed by the party charged with such
         waiver, and no waiver of any right arising from any breach or failure
         to perform shall be deemed to be a waiver of any preceding breach or of
         any future such right or of any other right arising under this
         Agreement.

12.      Complete Agreement; Amendments
         ------------------------------

         The foregoing constitutes the entire agreement of the parties with
         respect to the subject matter hereof, superseding any previous oral or
         written communications, representations, understandings, discussions,
         or agreements with the Company or any officer or representative
         thereof. Any amendment or modification to this Agreement or waiver
         shall be effective only if evidenced by a written instrument executed
         by the parties hereto.

13.      Headings
         --------

         The headings of the Sections hereof are inserted for convenience only
         and shall not be deemed to constitute a part hereof nor to affect the
         meaning of this Agreement.

14.      Counterparts
         ------------

         This Agreement may be signed in any number of counterparts, each of
         which shall be deemed an original and all of which shall together
         constitute one agreement.

15.      Governing Law
         -------------

         This Agreement shall be governed by and construed under the laws of the
         Commonwealth of Pennsylvania.

         If you are in agreement with the foregoing, please sign your name below
to both originals of this Agreement and retain one (1) of the accompanying
counterparts for your records.

                                     Very truly yours,

                                     WERNER HOLDING CO. (PA), INC.


                                     By:

                                     Title:   ___________________________


ACCEPTED AND AGREED:


---------------------------------
Donald M. Werner