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                                                                   Exhibit 10.54

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") made as of March 25, 1998,
between The American Materials & Technologies Corporation, a Delaware
corporation (the "Company"), and Paul W. Pendorf, an individual (the
"Employee"),

                         W I T N E S S E T H  T H A T:

         WHEREAS, the Company desires to employ Employee as its President and
Chief Executive Officer for the period and upon and subject to the terms herein
provided; and

         WHEREAS, the Company desires to be assured that Employee will not
compete with the Company for the period and within the geographical areas
hereinafter specified; and

         WHEREAS, Employee is willing to agree to be employed by the Company for
the period and upon and subject to the terms herein provided; and

         WHEREAS, Employee does not desire to work for the Company in a position
lower than that of President and Chief Executive Officer and is willing to agree
not to compete with the Company;

         NOW, THEREFORE, in consideration of the premises, the parties hereto
covenant and agree as follows:

         Section 1. Term of Employment; Compensation. The Company agrees to
employ Employee from the date hereof until March 25, 2001 as President and Chief
Executive Officer, with the responsibilities normally associated with such
position. The Company will pay Employee for his services during the term of the
Employee's employment hereunder at an annual rate of One Hundred Sixty Five
Thousand Dollars ($165,000) (the "Base Salary"), payable in arrears, in equal
installments, in accordance with standard Company practice, but in any event not
less often than monthly, subject only to such payroll and withholding deductions
as are required by law. The Base Salary shall be reviewed, and may be increased,
annually by the Board of Directors. Employee also shall receive a bonus in
January, 1999 of 60% of the Base Salary if the Company's earnings per share for
fiscal 1998 equal or exceed $0.16 and 100% of the Base Salary if the Company's
earnings per share for fiscal 1998 equal or exceed $0.36 per share. In addition,
there shall be an annual extraordinary bonus of 20% of the Base Salary if
additional criteria to be agreed upon by Employee and the Company are achieved.
Employee is entitled to similar or larger bonuses in January 2000 and January
2001 based upon appropriate criteria agreed on by the Company and Employee.

         The Company shall pay for and be named beneficiary of a $1,000,000 "key
man" life insurance policy. The Company shall pay for, and Employee (or a person
or entity designated by Employee) shall be the beneficiary of, a $1,000,000 life
insurance policy. In the event that 



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Employee shall cease to be employed by the Company, this policy shall be
transferred to Employee at his cost.

         Section 2. Office and Duties. Employee shall have the usual duties of
President and Chief Executive Officer and shall have responsibility, subject to
the Board of Directors of the Company, for participating in the management and
direction of the Company's business and operations and shall perform such
specific other tasks, consistent with the Employee's position as President and
Chief Executive Officer as may from time to time be assigned to the Employee by
the Board of Directors. Employee shall devote substantially all of his business
time, labor, skill, undivided attention and best ability to the performance of
his duties hereunder in a manner which will faithfully and diligently further
the business and interests of the Company. During the term of his employment,
Employee shall not directly or indirectly pursue any other business activity,
without the Company's prior written consent, which shall not be unreasonably
withheld. Employee agrees that he will travel to whatever extent is reasonably
necessary in the conduct of the Company's business.

         Section 3. Expenses. Employee shall be entitled to (i) $1,500 per month
of temporary housing allowance, (ii) a rental car provided by the Company and
(iii) reimbursement for expenses incurred by him in connection with the
performance of his duties hereunder upon receipt of vouchers therefore in
accordance with such procedures as the Company has heretofore or may hereafter
establish.

         Section 4. Vacation During Employment. Employee shall be entitled to
such reasonable vacations as may be allowed by the Company in accordance with
general practices to be established, but in any event not less than four (4)
weeks during each twelve (12) month period.

         Section 5. Additional Benefits. Nothing herein contained shall preclude
Employee, to the extent he is otherwise eligible, from participation in all
group insurance programs or other fringe benefit plans which the Company may
hereafter in its sole and absolute discretion make available generally to its
employees, but neither the Company shall be required to establish or maintain
any such program or plan.

         Section 6. Termination of Employment. Notwithstanding any other
provision of this Agreement, Employee's employment may be terminated:

         (a) By the Company in the event of his willful misconduct in the
performance of his duties hereunder, or his conviction of a crime involving
moral turpitude.

         (b) By the Company upon thirty (30) days' notice to Employee if he
should be prevented by illness, accident or other disability (mental or
physical) from discharging his duties hereunder for one or more periods totaling
three (3) months during any consecutive twelve (12) month period. This judgment
should be based upon the reasonable medical opinion of a qualified physician
after reasonable accommodations have been made consistent with the Americans
with Disabilities Act.



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         (c) In the event of Employee's death during the term of his employment,
the Company's obligation to pay further compensation hereunder shall cease
forthwith, except that Employee's legal representative shall be entitled to
receive his fixed compensation for the period up to six (6) months after the
month in which such death shall have occurred.

         (d) By the Company without cause upon not less than thirty (30) days'
written notice in which event the Company shall pay to Employee an amount equal
to the greater of (i) 1.6 times all Base Salary remaining to be paid hereunder
or (ii) two times the Base Salary.

         (e) By the Company within twelve months of a "Change in Control" (as
hereinafter defined) Employee shall be paid the greater of (i) the amounts which
would be due under clause (e) of this Section 6 or (ii) two years of Base
Salary; and in addition to the forgoing, all unvested options granted to the
Employee shall vest immediately. "Change of Control" shall mean (a) any change
in the board of directors of the Company after which the current directors of
the Company, or persons nominated or appointed to serve as directors by the
current directors of the Company, shall cease to constitute a majority of the
directors of the Company or (b) any change in the ownership of the capital stock
of the Company after which any individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity shall
acquire capital stock with a majority of the voting power of the capital stock
of the the Company necessary to elect directors to the board of directors of the
Company.

         Section 7. Disclosure and Assignment of Intellectual Property. Employee
shall promptly disclose to the Company and any successor or assign of the
Company, and grant to the Company, and its successors and assigns (without any
separate remuneration or compensation other than that received by him from time
to time in the course of his employment) his entire right, title and interest
throughout the world in and to all research, information, inventions, designs,
procedures, developments, discoveries, improvements, patents and applications
therefor, trademarks and applications therefor, copyrights and applications
therefor, trade secrets, drawings, plans, systems, methods, specifications, and
all other manufacturing, engineering, technical, research and development data
and know-how (herein sometimes "Intellectual Property") made, conceived,
developed and/or acquired by him solely or jointly with others during the period
of his employment with the Company or within one year thereafter, which relate
to the manufacture, production or processing of any products developed or sold
by the Company during the term of this Agreement or which are within the scope
of or usable in connection with the Company's business as it may, from time to
time, hereafter be conducted or proposed to be conducted. (It is understood and
agreed that Employee has heretofore disclosed to the Company, and assigned to
it, all Intellectual Property now known to him over which he has any control.)

         Section 8. Confidentiality. Employee shall not, either during the
period of his employment with the Company or thereafter, reveal or disclose to
any person outside the Company or use for his own benefit, without the Company's
specific written authorization, whether by private communication or by public
address or publication or otherwise, any information not already lawfully
available to the public concerning any Intellectual Property, or any marketing
technique or cost method, or any customer, mailing or supplier list, whether or
not supplied by the Company, and whether or not made, developed and/or conceived
by Employee or by others in the employ of the Company. All originals and copies
of any of the foregoing, 


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relating to the business of the Company, however and whenever produced, shall be
the sole property of the Company, not to be removed from the premises or custody
of the Company without in each instance first obtaining written consent or
authorization of the Company. Upon the termination of Employee's employment in
any manner or for any reason, Employee shall promptly surrender to the Company
all copies of any of the foregoing, together with any other documents,
materials, data, information and equipment belonging to or relating to the
Company's business and in his possession, custody or control, and Employee shall
not thereafter retain or deliver to any other person, any of the foregoing or
any summary or memorandum thereof.

         Section 9. Restriction. The Company has invested and may in the future
be required to invest substantial sums of money, directly or indirectly, to
continue and expand the business heretofore conducted by it and in connection
therewith, and as Employee recognizes that the Company would be substantially
injured by Employee disclosing to others, or by Employee using for his own
benefit, any Intellectual Property or any of the other types of information
referred to in Section 8 or other confidential or secret information he has
obtained or shall obtain as an employee of the Company, or which he may now
possess and which he has made available to the Company, Employee agrees that
during the period of his employment hereunder and for a period ending one (1)
year after the term of this Agreement:

         (a) Neither he nor any member of his family will be interested,
directly or indirectly, as an investor in any other business or enterprise in
the United States similar to that of the Company or in competition with the
Company (except as an investor in securities listed on a national securities
exchange or actively traded over the counter so long as such investments are in
amounts not significant as compared to his total investments or to the aggregate
of the outstanding securities of the issuer of the same class or issue); and

         (b) He will not, directly or indirectly, for his own account or as
employee, officer, director, partner, joint venturer or otherwise, engage within
the United States, in any phase of the business of preimpregnated paper and
fabric used in aerospace or sporting goods applications or otherwise compete
with the Company in such geographic area in any other business in which the
Company is engaged and for which he has responsibility.

         Employee and the Company are of the belief that the period of time and
the area herein specified are reasonable, in view of the nature of the business
in which the Company is engaged and proposes to engage, the state of its product
development and Employee's knowledge of this business. However, if such period
or such area should be adjudged unreasonable in any judicial proceeding, then
the period of time shall be reduced by such number of months or such area shall
be reduced by elimination of such portion of such area, or both, as are deemed
unreasonable, so that this covenant may be enforced in such area and during such
period of time as is adjudged to be reasonable.

         Section 10. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given when delivered or
three (3) days after mailing if mailed by first-class, registered or certified
mail, postage prepaid, addressed (a) if to Employee, at his home address of
record or to such other person(s) or address(es) as Employee shall have
furnished to the Company in writing; and (b) if to the Company, The American
Materials & 


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Technologies Corporation, Attn: Chairman of the Board, or to such other
person(s) or address(es) as the Company shall have furnished to Employee in
writing.

         Section 11. Assignability. In the event that the Company shall be
merged with, or consolidated into, any other corporation, or in the event that
it shall sell and transfer substantially all of its assets to another
corporation, the terms of this Agreement shall inure to the benefit of, and be
assumed by, the corporation resulting from such merger or consolidation, or to
which the Company's assets shall be sold and transferred. This Agreement shall
not be assignable by Employee, but it shall be binding upon, and to the extent
provided in Section 6 shall inure to the benefit of, his heirs, executors,
administrators and legal representatives.

         Section 12. Entire Agreement. This Agreement contains the entire
agreement between the Company and Employee with respect to the subject matter
thereof and there have been no oral or other agreement of any kind whatsoever as
a condition precedent or inducement to the signing of this Agreement or
otherwise concerning this Agreement or the subject matter hereof.

         Section 13. Expenses. Each party shall pay its own expenses incident to
the performance or enforcement of this Agreement, including all fees and
expenses of its counsel for all activities of such counsel undertaken pursuant
to this Agreement, except as otherwise herein specifically provided.

         Section 14. Equitable Relief. Employee recognizes and agrees that the
Company's remedy at law for any breach of the provisions of Sections 7, 8 or 9
hereof would be inadequate, and he agrees that for breach of such provisions,
the Company shall, in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement, be entitled to injunctive
relief and to enforce its rights by an action for specific performance to the
extent permitted by law. Should Employee engage in any activities prohibited by
this Agreement, he agrees to pay over to the Company all compensation,
remunerations or moneys or property of any sort received in connection with such
activities; such payment shall not impair any rights or remedies of the Company
or obligations or liabilities of Employee which such parties may have under this
Agreement or applicable law.

         Section 15. Waivers and Further Agreements. Any waiver of any terms or
conditions of this Agreement shall not operate as a waiver of any other breach
of such terms or conditions or any other term or condition, nor shall any
failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof; provided, however, that no such written waiver,
unless it, by its own terms, explicitly provides to the contrary, shall be
construed to effect a continuing waiver of the provision being waived and no
such waiver in any instance shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such waiver
is claimed in all other instances or for all other purposes to require full
compliance with such provision. Each of the parties hereto agrees to execute all
such further instruments and documents and to take all such further action as
the other party may reasonably require in order to effectuate the terms and
purposes of this Agreement.

         Section 16. Amendments. This Agreement may not be amended, nor shall
any waiver, change, modification, consent or discharge be effected except by an
instrument in writing 



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executed by or on behalf of the party against whom enforcement of any waiver,
change, modification, consent or discharge is sought.

         Section 17. Severability. If any provision of this Agreement shall be
held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable
as applied to any particular case in any jurisdiction or jurisdictions, or in
all jurisdictions or in all cases, because of the conflicting of any provision
with any constitution or statute or rule of public policy or for any other
reason, such circumstance shall not have the effect of rendering the provision
or provisions in question, invalid, inoperative or unenforceable in any other
jurisdiction or in any other case or circumstance or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable
to the extent that such other provisions are not themselves actually in conflict
with such constitution, statute or rule of public policy, but this Agreement
shall be reformed and construed in any such jurisdiction or case as if such
invalid, inoperative or unenforceable provision had never been contained herein
and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.

         Section 18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and in pleading or
proving any provision of this Agreement, it shall not be necessary to produce
more than one of such counterparts.

         Section 19. Section Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         Section 20.  General Provisions.

                  (a) Employee further agrees that his obligations under
Sections 7, 8 and 9 of this Agreement shall be binding upon him irrespective of
the duration of his employment by the Company, the reasons for any cessation of
his employment by the Company, or the amount of his compensation and shall
survive the termination of this Agreement (whether such termination is by the
Company, by Employee, upon expiration of this Agreement or otherwise).

                  (b) Employee represents and warrants to the Company that he is
not now under any obligations to any person, firm or corporation, and has no
other interest which is inconsistent or in conflict with this Agreement, or
which would prevent, limit or impair, in any way, the performance by him of any
of the covenants or his duties in his said employment.

         Section 21. Gender. Whenever used herein, the singular number shall
include the plural, the plural shall include the singular, and the use of any
gender shall include all genders.

         Section 22. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the law (other than the law governing
conflict of law questions) of the State of California.



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


THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION



By:   /s/ Buster C. Glosson                          Date:     March 13, 1998
      --------------------------------------              -------------------
         Buster C. Glosson
         Chairman, Compensation Committee


    /s/  Paul W. Pendorf                             Date:      March 13, 1998
--------------------------------------------              --------------------
        Employee



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