May 22, 1995



PRIVATE AND CONFIDENTIAL

Mr. Steven M. Rodman
4405 Quail Hollow Rd.
Dallas, Texas  75287

         Re:      Employment Agreement

Dear Steve:

1.       This letter confirms your employment by ELJER INDUSTRIES, INC. (the
         "Company") as Vice President - Consumer Sales, Eljer Industries.  In
         that capacity, you are entitled to the following:

         a.       A minimum annual salary of $93,430;

         b.       Benefits as described in, and in accordance with, the
                  Company's benefit plans; and

         c.       An annual par bonus  equal to 25% of your annual  salary.  The
                  amount of bonus that you actually receive, if any, will depend
                  on the achievement of Corporate and your individual goals.

2.       During your employment with the Company, you will devote your full time
         and energies to the faithful  and  diligent  performance  of the duties
         inherent in, and implied by, your executive position.

3.       In consideration of your continued employment with the Company, it is
         mutually agreed that:

         a.       In the event your employment with the Company is terminated by
                  the Company during the term of this Agreement, for any reason
                  other than:

                     i.    "Cause," as determined by the Compensation  Committee
                           of the Board of Directors (for this purpose,  "cause"
                           shall mean: (A) your willful and continued failure to
                           substantially  perform your duties  hereunder  (other
                           than any such failure  resulting from a "disability,"
                           as  defined  herein);  or  (B)  your  conviction  for
                           committing an act of fraud,


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Mr. Steven M. Rodman
May 22, 1995
Page 2




                           embezzlement,  theft,  or other  act  constituting  a
                           felony;  or (C)  your  willful  engagement  in  gross
                           misconduct   which  is  materially  and  demonstrably
                           injurious to the Company); or

                    ii.    Inability, for reasons of "disability," reasonably to
                           perform your duties for six consecutive calendar
                           months (for purposes of this Agreement, "disability"
                           shall mean a permanent and total disability, within
                           the meaning of Internal Revenue Code Section 22(e)
                           (3), as determined by the Compensation Committee of
                           the Board of Directors, in the exercise of good faith
                           and reasonable judgment, upon receipt of and in
                           reliance on sufficient competent medical advice from
                           a qualified physician selected by the Compensation
                           Committee); or

         b.       In the event that you resign your position with the Company
                  because:

                     i.    You are assigned to a position of lesser rank or
                           status; or

                    ii.    Your annual salary, annual par bonus, level of
                           participation in management incentive plans, or your
                           benefits are reduced; or

                   iii.    You are reassigned to a geographical area more than
                           50 miles from your present residence;

                  the Company shall be required,  and hereby agrees, to continue
                  paying your then annual salary,  to pay your then annual bonus
                  at par level,  and to provide  all  pension,  profit  sharing,
                  deferred  compensation,  medical and life  insurance  benefits
                  under the Company's benefit plans, or the economic  equivalent
                  thereof,  for a  period  of 12  months  from  the date of such
                  termination  or  resignation.  If,  pursuant to the terms of a
                  benefit plan, a benefit would be earned or accrued during such
                  12-month period but would be payable on a deferred basis (were
                  you to be employed  during such 12- month  period) the benefit
                  similarly shall be deferred hereunder; provided, however, that
                  the Company  reserves  the right to pay the  present  value of
                  such  benefit  to you in  cash  at the  end of  such  12-month
                  period.

4.       You are not  required to mitigate the amount of any payments to be made
         by  the  Company,   pursuant  to  this  Agreement,   by  seeking  other
         employment, or otherwise, nor shall the amount of any payments provided
         for in this Agreement be reduced by any compensation  earned by you, as
         the result of self-employment or your


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Mr. Steven M. Rodman
May 22, 1995
Page 3



         employment by another  employer,  after the date of termination of your
         employment with the Company.

5.       This Agreement supercedes and replaces the agreement dated November 13,
         1992, and signed by you on November 17, 1992.

Please acknowledge your acceptance of the terms and provisions of this Agreement
by signing in the space indicated below. We look forward to your contribution to
the success of ELJER INDUSTRIES, INC.

Sincerely,                                     ACCEPTED AND AGREED as of

ELJER INDUSTRIES, INC.                                May 30, 1995.



By:/s/Charles R. Wackenhuth                    /s/ Steven M. Rodman
----------------------------------             ---------------------------------
                                               Steven M. Rodman

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