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                                                                  EXHIBIT 10(aa)





October 23, 1998



Louis J. Martin, II
Post Office Box 128
Florence, Alabama  35631

Dear  Louis:

         As I have mentioned to you previously, the Board of Directors of Martin
Industries, Inc. (the "Company") greatly appreciates the services that you have
rendered to the Company in the past and your commitment to remain with the
Company as we proceed with our new long-term strategy.

         In order to provide you with a degree of financial stability, I am
authorized on behalf of the Company to extend to you a continuation of your
salary in the event of the "Termination of Your Employment" during the
"Protection Period," as those terms are defined below.

         1. Protection Period. The "Protection Period" shall be that period of
time from the date of this letter through and including December 31, 1999.

         2. Salary Continuation. If there is a Termination of Your Employment
during the Protection Period, you will continue to receive your then current
salary for the 6-month period following the date of the Termination of Your
Employment, which will be paid on a semi-monthly basis and shall be subject to
all required withholding taxes.

         3. Additional Severance Pay. If your semi-monthly "earned income," as
defined below, during the second 6-month period following the Termination of
Your Employment is less than the semi-monthly salary continuation received by
you pursuant to paragraph 2 above, the Company will pay you the difference
between that semi-monthly salary continuation and the amount of earned income
which you actually receive or are entitled to receive during each semi-monthly
period in that second 6-month period. Those payments will be made on a
semi-monthly basis and shall be subject to all required withholding taxes.

         4. Definition of Termination of Your Employment. "Termination of Your
Employment" for purposes of this letter is defined to mean the termination of
your full-time employment with the Company for any reason other than (i) your
death, (ii) your permanent disability (as defined in any disability plan
maintained by the Company or, in the event there is no such plan or definition,
your inability to perform your full-time duties for a period of 60 consecutive
days due to a physical or mental illness or incapacity), (iii) your voluntary
termination of employment with the Company, or (iv) the termination of your
employment by the Company for cause as determined in the Company's reasonable
judgment (which shall include your conviction for a felony, your gross or
willful misconduct which is not in the Company's best interest, and any act or
omission on your part which results in your receiving an improper benefit at the
Company's expense).

         5. Computation of Earned Income. For purposes of this letter, "earned
income" shall mean any income either received by you or available to you as a
result of (i) your employment with another employer, (ii) income earned by you
as a sole proprietor or partner, or (iii) income earned by you as an independent
contractor. In order for you to be entitled to any additional severance pay as
provided in paragraph 3 above, you will need to certify in writing to the
Company on the 15th and 30th of each month during the second 6-month period
following the Termination of Your Employment as to whether or not you have
earned income or are entitled to earned income and, if so, the source and amount
of that income.

         6. Agreement Not to Compete. No additional severance payments shall be
paid to you at any time that you are employed by, or otherwise associated with,
a company or person that is in competition with the Company.


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         7. Employment Status. Notwithstanding any provisions in this letter,
you will remain an at-will employee of the Company, whose employment may be
terminated by the Company at any time subject to your rights to receive the
salary continuation and additional severance payments as specified in paragraphs
2 and 3 above, respectively.

         I hope that this letter and the benefits extended hereunder address
your need for financial security. I look forward to your continued employment
with the Company and thank you for your ongoing efforts.


                                          Very truly yours,

                                          MARTIN INDUSTRIES, INC.

                                          /s/ William H. Martin, III
                                          -------------------------- 

                                          William H. Martin III
                                          Chairman of the Board