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                                                                   EXHIBIT 10.11

                                    October 30, 1998



BY FEDERAL EXPRESS
------------------

Mr. Henry P. Key
6338 Shadow Ridge Court
Brentwood, TN  37027

Dear Hank:

     As we have discussed, your employment with Omega Holdings, Inc. (the
"Company") will terminate as of October 14, 1998 (the "Separation Date").
Provided that you accept it, this letter (the "Agreement") contains the
agreement between you and the Company concerning your severance arrangements, as
follows:
 
     1. In signing this Agreement, you resign all positions and offices held by
you with the Company and its Affiliates effective as of the Separation Date and
you acknowledge receipt of all pay due to you for all work performed for the
Company and its Affiliates through the Separation Date. You also acknowledge
receipt of pay for all vacation time you had earned, but not used, as of the
Separation Date, as reflected on the books of the Company. It is understood that
the Company will take actions in reliance on your resignation and that it shall
become irrevocable on the Effective Date (as defined in Section 16 below). As
used in this Agreement, (a) "Affiliates" means each of Butler Capital
Corporation, a New York corporation, Mezzanine Lending Associates I, II & III,
L.P., Senior Lending Associates I & II, L.P., and any other entity with which
the Company has a management or advisory contract or relationship, any direct or
indirect investor in any of the foregoing entities, any entity in which any such
entity has an investment, any officer or director of the Company, and any Person
directly or indirectly controlling, controlled by or under common control with
the Company (including, without limitation, Gilbert Butler), where control may
be by either management authority or equity interest, and (b) "Person" means an
individual, a corporation, a limited liability company, an association, a
partnership (including, without limitation, a limited partnership), an estate, a
trust and any other entity or organization.

     2.   In consideration of your acceptance of this Agreement and subject to
your fully meeting your obligations under this Agreement:

          (a) The Company will provide you severance pay, in the form of salary
     continuation, at your current base rate of pay, for the period of 12 months
     following the 
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     Separation Date (the "Severance Pay Period"). Payments will be made in the
     form of salary continuation at the Company's regular payroll periods in
     accordance with the Company's regular payroll practices, beginning on the
     next regular payday following the Effective Date; provided, however, that
                                                       --------  -------
     any and all payments made to you by the Company after the Separation Date
     and prior to the Effective Date shall be credited against and shall reduce
     the amounts payable to you under this Section 2(a). Payments will be
     calculated at your final base rate of pay. If this Agreement takes effect
     after the Separation Date, the first payment will nonetheless be
     retroactive to the Separation Date.

          (b) If you elect to continue your participation in the Company's group
     medical and dental plans under applicable federal law ("COBRA") by signing
     and returning in a timely manner the election form that will be provided
     you, then, until the conclusion of the Severance Pay Period or, if earlier,
     until the date you cease to be eligible for participation under COBRA, the
     Company will contribute to the premium cost of your coverage and that of
     your eligible dependents under the plans at the same rate that it has
     previously contributed to the premium cost of your coverage and that of
     your eligible dependents, provided you pay the remainder of the premium
     cost, at the rate that you have previously contributed to the premium cost
     of your coverage and that of your eligible dependents, by payroll
     deduction. After the Company's contributions end, you may continue coverage
     for the remainder of the COBRA period, if any, by paying the full premium
     cost plus a small administrative fee. The benefits of the plans are subject
     to the conditions and limitations of the plans themselves and any disputes
     concerning eligibility for, or payment of benefits under, the plans shall
     be settled in accordance with the terms thereof and neither the Company nor
     any of its Affiliates shall be liable to you, your heirs or beneficiaries,
     or anyone else claiming through you, for payment of benefits under the
     plans.

          (c) The Company will repurchase, and you agree to sell to the Company,
     on the Effective Date, all of the shares of Common Stock, $.01 par value
     per share (the "Common Stock"), of the Company, and options to purchase
     shares of Common Stock of the Company, originally issued to you, which
     shares and options are listed on Schedule I attached hereto (the
                                      ----------                     
     "Management Shares").  The Company will repurchase the Management Shares on
     the Effective Date at a price per share equal to $1,362.68 (based upon the
     equity value calculation attached hereto as Exhibit A) less any applicable
                                                 ---------                     
     exercise price associated with such Management Shares.  Payment for the
     Management Shares will be by wire transfer of $376,002.10 in immediately
     available funds in accordance with the wire transfer instructions provided
     by you in writing to the Company prior to the Effective Date (the "Bank
     Account"), and delivery to you of a call note in substantially the form
     attached hereto as Exhibit B (the "Call Note") in the principal amount of
                        ---------                                             
     $855,323.93.

                                       2
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          (d) If the Company meets or exceeds its financial targets for the
     fiscal year ended December 31, 1998 as set forth in Exhibit C attached
                                                         ---------         
     hereto (the "Financial Targets"), as evidenced by reference to the
     Company's final internal financial statements for the fiscal year ended
     December 31, 1998 prepared by the Company in accordance with past practices
     (the "Company Financial Statements"), the Company will pay to you at the
     same time that it makes payments to active management with respect to
     amounts payable for meeting the Financial Targets, but in no event later
     than March 31, 1999, the following amounts:

          i.   As payment in lieu of granting to you an option to purchase
               173.3054 shares of the Company's Common Stock at an exercise
               price of $1,000.00 per share (the "1998 Option"), or any
               obligation to issue or grant the 1998 Option to you hereafter,
               $62,854.64 (based upon the equity value calculation attached
               hereto as Exhibit A) by wire transfer of immediately available
                         ---------                                           
               funds to the Bank Account; and

          ii.  The sum of $103,125.00 by wire transfer of immediately available
               funds to the Bank Account in full and complete satisfaction of
               any and all amounts due or owing to you as a bonus for the fiscal
               year ended December 31, 1998.

          (e) If the Company does not meet or exceed the Financial Targets as
     evidenced by reference to the Company Financial Statements, the Company
     will not, and will have no obligation under Section 2(d) to, pay to you any
     of the amounts described in Section 2(d) or grant to you at any time after
     the Effective Date the 1998 Option.

          (f) You hereby represent and warrant to the Company that other than
     the Management Shares set forth on Schedule I attached hereto, you own no
                                        ----------                            
     equity interest in the Company and have no right to acquire any such
     interest. Concurrently with returning this Agreement to the Company and
     prior to the Effective Date, you hereby agree to deliver to Ropes & Gray at
     the address set forth below its name in Section 15, the original Option
     Certificate dated May 13, 1998 and referenced in Schedule I, the original
                                                      ----------              
     Option Letter dated March 5, 1998, and the original Receipt acknowledging
     the exchange of the Option Letter for the Option Certificate, each in
     substantially the form attached hereto as Exhibit D, each to be held in
                                               ---------                    
     escrow on your behalf until the Effective Date, together with irrevocable
     instructions and consent to the transfer to the Company of all of the
     Management Shares referenced in Schedule I in accordance with the terms of
                                     ----------                                
     this Agreement, including irrevocable instructions to American National
     Bank and Trust Company of Chicago, as trustee (the "Rabbi Trustee") under
     the Rabbi Trust Agreement dated as of June 13, 1997 by and between the
     Company and the Rabbi Trustee, regarding such transfer, all such
     instructions and consents to be substantially in the forms attached hereto
     as Exhibit E.
        --------- 

                                       3
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     3.   All payments by the Company under this Agreement will be reduced by
all taxes and other amounts that the Company is required to withhold under
applicable law and all other deductions authorized by you.

     4.   You agree that the payments provided under Sections 2 of this
Agreement are in full and complete satisfaction of any and all sums which are
now or might hereafter have become owing to you from the Company for services
rendered by you to the Company or otherwise.  You will not continue to earn
vacation or other paid time off after the Separation Date and except as
expressly provided in Section 2(b), your participation in all employee benefit
plans of the Company will end as of the Separation Date, in accordance with the
terms of those plans.

     5.   Your obligations under the Senior Management Non-Competition Agreement
dated as of June 13, 1997 among Omega Merger Corp., a Delaware corporation
("Merger Corp"), John A. Goebel, Jr. and you, a copy of which is attached hereto
as Exhibit F (the "Non-Competition Agreement"), shall remain in full force and
   ---------                                                                  
effect in accordance with its terms, including without limitation your
obligation not to disclose confidential information of the Company and its
Affiliates and your obligation not to solicit the employees, clients and active
prospects of the Company as provided therein.  As you know, Merger Corp. merged
with and into the Company on June 13, 1997 and your obligations to Merger Corp.
are obligations to the Company.

     6.   You agree that you will not disclose this Agreement or any of its
terms or provisions, directly or by implication, except to members of your
immediate family and to your legal and tax advisors, and then only on condition
that they agree not to further disclose this Agreement or any of its terms or
provisions to others.

     7.   You agree that you will continue to support the good reputation of the
Company in the community; that you will not disparage the Company or any of the
people or organizations connected with it; and that you will not otherwise do or
say anything that could disrupt the good morale of the employees of the Company
or any of its Affiliates or otherwise harm their interests or reputation. You
further agree to cooperate fully with the Company to assure a smooth transition
of your duties and responsibilities.

     8.   You agree to cooperate with the Company hereafter with respect to all
matters arising during or related to your employment, including but not limited
to all matters in connection with any governmental investigation, litigation or
regulatory or other proceeding which may have arisen or which may arise
following the signing of this Agreement. In addition, you agree to execute and
deliver all other documents reasonably requested by the Company in connection
with consummation of the transactions contemplated hereby.

                                       4
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     9.   In signing this Agreement, you give the Company assurance that you
have returned to the Company any and all documents, materials and information
related to the business, whether present or otherwise, of the Company and its
Affiliates, and all keys and other property of the Company and its Affiliates,
in your possession or control. Recognizing that your employment with the Company
has terminated, you agree that you will not, for any purpose, attempt to access
or use any computer or computer network or system of the Company or any of its
Affiliates, including without limitation their electronic mail systems.

     10.  In order to be certain that this Agreement will resolve any and all
concerns that you might have, the Company requests that you carefully consider
its terms, including the release of claims set forth in Section 12 below and, in
that regard, encourages you to seek the advice of an attorney before signing
this Agreement.

     11.  This Agreement contains the entire agreement between you and the
Company and replaces all prior and contemporaneous agreements, communications
and understandings, whether written or oral, with respect to your employment and
its termination and all related matters, excluding only the Non-Competition
Agreement. This Agreement will be governed by and interpreted in accordance with
the laws of the Commonwealth of Massachusetts, without regard to the conflict of
laws principles thereof.

 
     12.  Release of Claims.
          (a) In exchange for the special severance pay and benefits provided
     you under this Agreement, and for other good and valuable consideration the
     receipt of which is hereby acknowledged, you, on your own behalf and on
     behalf of each Person who is or was or may become a beneficiary, heir,
     executor, administrator, legatee, devisee, representative, or assign, and
     all others connected with you (each a "Key Affiliate"), hereby release and
     forever discharge the Company and its Affiliates, and each Person who is or
     was or may become an officer, director, shareholder, employee, agent,
     general or limited partner, advisory board member, representative,
     predecessor, successor, or assign of the Company or any of its Affiliates
     and all others connected with any of them, both individually and in their
     official capacities (each a "Released Party" and collectively, the
     "Released Parties"), from liability for any and all causes of action,
     rights and claims, of whatever type or description, in law and in equity
     (collectively, the "Claims"), which you have ever had in the past, now
     have, or might now have, through the date you sign this Agreement,
     including without limitation (i) Claims in any way arising out of or
     connected with your relationship with the Company as an officer, director,
     employee, shareholder, or optionholder or pursuant to Title VII of the
     Civil Rights Act, the Americans with Disabilities Act, the Age
     Discrimination in Employment Act, the fair employment practices statutes of
     the states in which you have provided services to the Company or its
     Affiliates, or any other federal, state or local employment law, regulation
     or other requirement, and (ii) Claims relating to the purchase, ownership
     or sale of the capital stock of the Company, excluding only the Surviving
     Claims (as hereinafter defined). Without limiting the foregoing in any

                                       5
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     fashion, you acknowledge and agree that by executing this Agreement you
     hereby waive any rights, statutory or otherwise, to any Claims (other than
     Surviving Claims) that you do not know or suspect to exist at the time of
     executing this Agreement.

          (b) Nothing contained in this Agreement shall operate to release or
     discharge the Company or any of the other Released Parties of or from or
     otherwise affect any of your rights in respect of any Claim arising out of
     or relating to the performance of the Company's obligations under Section 2
     of this Agreement (the "Surviving Claim").

          (c) You represent and warrant to the Company and to each other
     Released Party, on your own behalf and on behalf of each of the Key
     Affiliates, that neither you nor any of the Key Affiliates have made or
     suffered to be made or will make any assignment or transfer of any Claim
     (other than a Surviving Claim).

     13.  It is expressly understood and agreed that, if the Company reasonably
determines that you have materially violated any of your obligations under this
Agreement, including without limitation, (i) the failure to deliver to the
Company prior to the Effective Date the Management Shares (other than stock
certificate number 51 representing 1,250 shares of the Company's Common Stock
held by the Rabbi Trustee for your benefit) and the irrevocable instructions and
consents regarding the transfer of the Management Shares to the Company as
contemplated by this Agreement, or (ii) a breach of the Non-Competition
Agreement, the Company, in addition to any other remedies to which it may be
entitled by law or in equity, shall be entitled to reimbursement, upon demand,
of all sums paid to you or on your behalf under this Agreement and the Company
shall have no further obligation to you thereafter. You agree not to contest
your obligation to make reimbursement pursuant to such demand. It is further
expressly understood and agreed that reimbursement by you pursuant to this
Section 13 shall not relieve you of any of your other obligations under this
Agreement.

     14.  In signing this Agreement, you give the Company assurance that you
have signed it freely and voluntarily and with a full understanding of its terms
and that you have had sufficient opportunity to consider this Agreement and to
consult with any of the persons referenced in Section 6 of this Agreement before
signing it. In addition, by signing this Agreement, you represent and affirm
that you have not relied on any promises or representations, written or oral,
express or implied, by anyone connected with the Company or any of its
Affiliates that are not set forth expressly in this Agreement.

     15.  Any notice or demand which is required or provided to be given under
this Agreement shall be deemed to have been sufficiently given and received for
all purposes when delivered by hand, telecopy, telex or other method of
facsimile, or, if sent by certified or registered mail, postage and charges
prepaid, return receipt requested, when deposited in a United States mailbox, or
one days after being sent by overnight delivery providing receipt of delivery,
to the following addresses:

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     (i)  If to the Company, to:

          Omega Holdings, Inc.
          1205 Peters Drive
          Waterloo, IA 50703
          Attention:  President

     with a copy to:

          Butler Capital Corporation
          767 Fifth Avenue
          New York, NY 10153
          Attention:  Donald E. Cihak

     and a copy to:

          Ropes & Gray
          One International Place
          Boston, MA 02110
          Attention:  R. Newcomb Stillwell, Esq.

     (ii) If to Henry P. Key, to you at:

          Mr. Henry P. Key
          6338 Shadow Ridge Court
          Brentwood, TN 37027

or to such other address as may have been furnished by any party to the other
party and actually received.

                  [Remainder of Page Intentionally Left Blank]

                                       7
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     16.  If the terms of this Agreement are acceptable to you, please sign,
date and return it to me within twenty-one days of the date you receive it. You
may revoke this Agreement at any time during the seven-day period immediately
following the date of your signing, provided that you do so in writing. If you
do not revoke it, then, at the expiration of that seven-day period (such date
being the "Effective Date"), this Agreement will take effect as a legally-
binding agreement between you and the Company on the basis set forth above. This
Agreement may only be amended by a writing signed by you and an expressly
authorized representative of the Company. The enclosed copy of this Agreement,
which you should also sign and date, is for your records.

                              Sincerely,

                              OMEGA HOLDINGS, INC.



                              By:    /s/  DONALD E. CIHAK
                                 ------------------------
                              Name:  Donald E. Cihak
                              Title: Treasurer


ACCEPTED AND AGREED:



/s/ HENRY P. KEY
-----------------------------
Henry P. Key

Dated:  _____________________

                                       8
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                                   SCHEDULE I

                               MANAGEMENT SHARES


1.   Stock Certificate No. 51 representing 1,250.0000 shares of the Company's
     Common Stock held for the benefit of Henry P. Key by American National Bank
     and Trust Company, as trustee.

2.   Option Certificate dated May 13, 1998 representing an option to purchase
     115.7276 shares of the Company's Common Stock at an exercise price per
     share equal to $1,000.00, a copy of which is attached hereto as Exhibit D.

                                       9
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                                   EXHIBIT A

                            EQUITY VALUE CALCULATION

                                       10
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                                   EXHIBIT B

                               FORM OF CALL NOTE

                                       11
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                                   EXHIBIT C

                             1998 FINANCIAL TARGETS


     The amount set forth opposite the caption "Operating Profit" on the Company
Financial Statements shall equal or exceed $28,753,000.00.

                                       12
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                                   EXHIBIT D

             FORM OF OPTION CERTIFICATE, OPTION LETTER, AND RECEIPT

                                       13
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                                   EXHIBIT E

                     IRREVOCABLE INSTRUCTIONS AND CONSENTS

                                       14
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                                   EXHIBIT F

                  SENIOR MANAGEMENT NON-COMPETITION AGREEMENT

                                       15