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Exhibit 10.3d

                              EMPLOYMENT AGREEMENT

         This Agreement, executed of this 1st day of September 1998, by and
between American Architectural Products Corporation, a Delaware corporation,
located at 755 Boardman-Canfield Rd., Bldg. G-West, Boardman, Ohio 44512
("Company" or "AAPC"), and Jonathan K. Schoenike, residing at 12954 Unity Rd.,
New Springfield, OH 44443 ("Employee").

                                    RECITALS

         A. The Company desires to retain Employee as its General Counsel in
accordance, with the provisions of this Agreement.

         B. Employee desires to act as Company's General Counsel, in accordance
with the provisions of this Agreement.

                                   PROVISIONS

         In consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:

         1. APPOINTMENT. Company hereby employs Employee to serve as its General
Counsel and to perform such other services and duties as may be determined from
time to time by the Chief Executive Officer of the Company in cooperation with
the Board of Directors of the Company.

         2. PERFORMANCE. Employee agrees to devote his full time and effort to
the 


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performance of his duties as an employee of the Company and agrees to do so
in accordance with the general policies and general standards of performance in
respect to the services performed by him as are reasonably determined by the
Chief Executive Officer of the Company from time to time while this Agreement is
in force. This Agreement shall not be construed as preventing the Employee from
engaging in transactions unrelated to his duties as an employee or from making
investment of his assets as long as they do not conflict with his employment as
provided herein.

         3. TERM. Except in the case of earlier termination as herein
specifically provided, the term of this Agreement shall begin as of the 1st day
of September, 1998, and continue for a period of three (3) years, after which
the term will continue on an annual basis until one party notifies the other of
its termination of this Agreement, in writing, at least ninety (90) days prior
to such termination. Notwithstanding the foregoing, Employee shall have the
right to terminate this Agreement in its entirety in the event Frank J. Amedia
ceases to be the President and Chief Executive Officer of the Company.

         4. COMPENSATION.

         (a) BASE COMPENSATION. For all the services to be rendered by Employee
         in any capacity hereunder, Company will pay to Employee the sum of
         $135,000 per year, increasing to $160,000 on October 1, 1998, adjusted
         annually to an amount as reasonably agreed to by Employee and the
         Company, payable in accordance with the Company's normal payroll
         practices. 

         (b) ANNUAL BONUS. In addition to the base compensation provided for in
         subparagraph ( a), hereof, Company will pay to Employee an annual bonus
         equal to an amount determined by the Company Board of Directors in the
         Board's sole discretion. The annual bonus shall 


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         be determined by the Company within 75 days following the end of each
         tax year and shall be paid to Employee no later than the 75th day
         following the end of each tax year.

         (c) STOCK OPTIONS. Incentive stock options will be provided to Employee
         in accordance with AAPC's Incentive Stock Option Plan. In addition to
         the stock options previously granted Employee, Company shall issue
         Employee 10,000 additional stock options pursuant to the Stock Option
         Plan with an effective grant date of 7/23/98, which options shall vest
         pro-rata over five (5) years. 

         5. VACATION. Employee shall be entitled to three (3) weeks paid
         vacation per year and the weeks of vacation shall not accumulate from
         year to year.

         6. INSURANCE.

         (a) HEALTH INSURANCE. Employee will be provided with the same medical
         and dental coverage provided to all regular employees of the Company.
         Company will pay the cost of that medical and dental coverage for
         Employee and his immediate family (i.e. spouse and dependent children).

         (b) DISABILITY INSURANCE. Company will also provide and pay the
         premiums for a long-term disability policy.

         (c) KEY EMPLOYEE LIFE INSURANCE. Company shall provide and pay the
         premiums on a key employee life insurance policy on the life of
         Employee to include a $750,000 benefit payable to the Company and a
         $750,000 benefit payable to Employee's beneficiaries upon his death.
         The key employee life insurance policy will be effective upon securing
         such policy from a qualified insurance company and Employee's
         compliance with policy requirements. 



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         7. AUTOMOBILE. During the course of employment, Company will provide a
         car allowance in the amount of $450.00 per month to Employee.

         8. DISCLOSURE OF INFORMATION. It is understood that during the term of
this Agreement, and for a period of three (3) years after the termination of
this Agreement, Employee will not disclose any confidential or proprietary
information concerning the Company (including, but not limited to, customer
lists, prices, contracts, processes, devices, plans, models, supply sources,
opportunities for new business, financial and business methods and activities,
financial records, trade secrets, business techniques or processes) to any
person, corporation, partnership, sole proprietorship, governmental agency,
organization, joint venture or other entity. Should Employee violate this
provision of this Agreement, Company shall be entitled to an action for
injunctive relief as well as monetary damages, and any payments of compensation
remaining to be paid to Employee shall terminate and no longer be required to be
paid to Employee.

         9. NON-COMPETITION AND NON-SOLICITATION.

         (a) NON-COMPETITION. As an inducement to the Company to engage
         Employee, Employee covenants with the Company that during the period
         commencing with the date of this Agreement and for a period two (2)
         years following the date of termination of this Agreement by Employee
         pursuant to Paragraph 10(a) or by Company pursuant to Paragraph 10(b)
         (the "Non-Compete Period"), Employee shall not, individually, or for,
         on behalf of, or in conjunction with, any other individual, company or
         other entity or person, directly or indirectly own (in whole or in
         part), manage, operate, control, be an agent for, participate in, or be
         connected in any manner with the ownership, management, operation or
         control of any corporation, partnership, proprietorship or other
         business entity engaged in a business 


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         which is the same as, similar to, or competes with, the Company in the
         fenestration business anywhere in the Continental United States at any
         time during such Non-Compete Period. Notwithstanding the foregoing,
         nothing herein will prohibit the Employee from practicing law within
         the Non-Compete Period, including areas of the law Employee currently
         practices for Company, except that such practice within the Non-Compete
         Period shall not be more than incidental within the fenestration
         industry.

         (b) NON-SOLICITATION; NON-INTERFERENCE. During the period commencing on
         the date of this Agreement and ending two (2) years after the
         termination of this Agreement by Employee pursuant to Paragraph 10(a)
         or Company pursuant to Paragraph 10(b), Employee shall not, directly or
         indirectly;

             i. solicit customers, business, patronage, or orders for himself or
             for any person, firm, association, corporation, or other entity
             engaged in a business that competes with the Company's business, or
             supervise sales agents or representatives in such sales activities;

             ii. employ or otherwise associate in business with any officer or
             employee of the Company or its affiliates; or

             iii. induce any officer, employee, or consultant of or to the
             Company or its affiliates to terminate such relationship.

         (c) TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee acknowledges
         that he has had, and during the Term shall continue to have, access to
         and shall acquire confidential information relating to the business and
         operations of the Company including, but not limited to, customer lists
         and records, policy manuals, price lists, business contracts,



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         inventions, proprietary technology and other confidential information
         relating to any of the Company's products, processes, plans, methods of
         doing business and special needs of customers of the Company
         (collectively referred to in this Agreement as the "Confidential
         Information"). Employee acknowledges that all of the Confidential
         Information is solely the property of the Company and constitutes trade
         secrets and confidential information of the Company and, upon
         termination of this Agreement, his knowledge of the Confidential
         Information shall enable him to compete with the Company in a manner
         likely to cause the Company irrevocable harm upon the disclosure of
         such matters. Employee hereby irrevocably represents, warrants and
         covenants that during the period commencing on the date of this
         Agreement and ending three (3) years after the termination of this
         Agreement by Employee pursuant to Paragraph 10(a) or by the Company
         pursuant to Paragraph 10(b) he shall (i) not disclose, directly or
         indirectly, any of the Confidential Information to any individual,
         firm, corporation or other entity, (ii) return all of the Confidential
         Information in his possession to the Company within five (5) calendar
         days after the date his engagement is terminated (without retaining
         copies), and (iii) certify to the Company that he has so complied.

         10. TERMINATION.

         (a) BY EMPLOYEE. Employee may terminate his/her employment relationship
         for any reason whatsoever and at any time upon giving the Company
         ninety (90) days written notice of his intent to do so.

         (b) BY THE COMPANY FOR CAUSE. The Company may terminate Employee, for
         good cause, at any time during the term hereof upon giving Employee ten
         (10) days written


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         notice of its intent to terminate his service. In the event of such
         termination, Employee shall not be entitled to any benefits, rights,
         bonuses or privileges under this Agreement past the day of termination.
         Good cause shall be defined as the material breach of this Agreement,
         or the negligent or willful mis-performance or non-performance by
         Employee of his obligations and/or duties under this Agreement or the
         fraudulent or criminal acts on the part of Employee which are adverse
         to the interest of the Company.

         (c) BY COMPANY WITHOUT CAUSE. If the Company terminates Employee at any
         time during the term hereof without good cause as set forth in
         subparagraph (b) hereof, Company shall release Employee from
         restriction contained in Paragraph 9(a) herein and shall pay Employee
         severance pay calculated by multiplying the number of months remaining
         on the term of this Agreement by the amount of Employee's then monthly
         base salary, along with any bonus declared for Employee by the Board of
         Directors of the Company but not yet paid for the year in which
         Employee was terminated without cause.

         11. SUCCESSORS. This Agreement shall not be terminated by the voluntary
dissolution of the Company or parent, subsidiary or successor of the Company, or
merger whereby the Company (or such parent, subsidiary or successor corporation)
is not the surviving or resulting corporation or any transfer of substantially
all of the assets of the Company. In the event of any such merger or
consolidation or transfer of assets, the provisions of this Agreement shall
inure to the benefit of the entity to which assets shall be transferred.

         12. PERSONAL SERVICES. The services of the Employee are of a personal
nature to Company and may not be assigned or transferred by Employee to any
other person, firm, corporation, or other entity without the prior, express, and
written consent of Company which may 


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be arbitrarily withheld.

         13. NOTICES. All notices, demands and other communications to be given
or delivered pursuant to this Agreement shall be in writing and shall be deemed
to have been given after (a) personal delivery or (b) upon transmission by
telecopier, or facsimile or (c) three (3) days from deposit in the mails
registered or certified mail, return receipt requested, and postage prepaid to
the party to whom notice is to be given, in any case at the following address:

         If to Employee:     Jonathan K. Schoenike
                             12954 Unity Rd.
                             New Springfield, OH   44443



         If to the Company:  American Architectural Products Corp.
                             Attn: Chief Executive Officer
                             755 Boardman-Canfield Rd., Bldg. G-West
                             Boardman, OH   44512

         14. GOVERNING LAW. It is agreed that this Agreement shall be governed
by, construed, and enforced in accordance with the laws of the State of Ohio.

         15. ENTIRE AGREEMENT. This Agreement shall constitute the entire
Agreement between the parties and any prior understanding or representation of
any kind preceding the date of this Agreement shall not be binding upon either
party except to the extent incorporated in this Agreement.

         16. MODIFICATION. Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be
binding only if evidenced in writing signed by each party or an authorized
representative of each party.

         17. NO WAIVER. The failure of either party to this Agreement to insist
upon the 


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performance of any of the terms and conditions of this Agreement, or the waiver
of any breach of any of the terms and conditions of this Agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.

         18. PROFESSIONAL FEES. In the event that any action is filed in
relation to this Agreement, the unsuccessful party in the action shall pay to
the successful party, in addition to all the sums that either party may be
called on to pay, a reasonable sum for the successful party's professional fees.

         19. EFFECT OF PARTIAL INVALIDITY. The invalidity of any portion of this
Agreement will not and shall not be deemed to affect the validity of any other
provision. In the event that any provision of this Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be
in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provisions.

         20. PARAGRAPH HEADINGS. The titles to the paragraphs of this Agreement
are solely for the convenience of the parties and shall not be used to explain,
modify, simplify, or aid in the interpretation of the provisions of this
Agreement.

         21. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the heirs, personal representatives, successors, and permitted
assigns of the respective parties hereto.

         22. INDEMNITY. AAPC agrees to indemnify and hold Employee harmless from
all costs, claims or actions, including but not limited to professional fees and
judgments, resulting from claims made against Employee for actions taken or
opinions rendered, in the course and scope of 


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employment.

         23. CHANGE IN CONTROL. Notwithstanding anything to the contrary
contained herein, in the event (a) all or substantially all of the assets of the
Company are sold, (b) a sale or other disposition of common stock of the Company
occurs such that George S. Hofmeister and Frank J. Amedia do not thereafter
collectively own or control at least 51% of the common stock of the Company, or
(c) the Company merges with or into another entity such that George S.
Hofmeister and Frank J. Amedia do not thereafter collectively own or control at
least 51% of the common stock of the surviving entity (collectively, "Change in
Control"), then all the stock options granted to Employee as of the date of such
Change in Control shall immediately vest.

         IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date first indicated herein.

                                   AMERICAN ARCHITECTURAL
                                   PRODUCTS CORPORATION

                                   By /s/ Frank J. Amedia
                                      --------------------------------
                                   Frank J. Amedia

                                   Its Chief Executive Officer

                                   /s/ Jonathan K. Schoenike
                                   -----------------------------------
                                   Jonathan K. Schoenike "Employee"






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