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                                                                  EXHIBIT 10.45


                              EMPLOYMENT AGREEMENT

         AGREEMENT, made as of this 1st day of July, 2004, by and between KEY
COMPONENTS, INC., a New York corporation (the "Company"), having its executive
offices and principal place of business in Tarrytown, New York, and KEITH
McGOWAN the undersigned individual ("Executive").

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

         Employment. The Company hereby agrees to employ Executive in the
position of Chief Financial Officer, subject to the terms and conditions
hereinafter set forth and Executive hereby accepts such employment. Executive
shall have those responsibilities, duties, and authorities consistent with his
status as the most senior executive officer of the Company. Executive shall
report to the President of the Company or as otherwise indicated by the Board of
Directors (the "Executive Supervisor"), and shall serve in such other senior
executive officer capacities with the Company or its affiliates, without
additional compensation, as may be assigned by the Executive Supervisor from
time to time. During the Employment Term (as defined herein), Executive shall
faithfully, honestly, and diligently serve the Company, shall use his best
efforts to promote the interests of the Company, and shall devote substantially
all of his business time, attention, skill, and efforts to the performance of
his duties hereunder.

         Employment Term. Executive's employment with the Company shall be for a
term commencing on the date hereof and ending on December 31, 2006 (the
"Employment Term"), unless sooner terminated pursuant to the provisions of
Section 4 hereof.

         Compensation and Benefits.

         Base Salary. The base salary ("Base Salary") of Executive for
employment hereunder shall be $210,000 per calendar year. Executive's Base
Salary shall be increased annually during the Employment Term at such time(s)
that the Company historically has increase salaries of its senior executives,
but in no event later than December 31 of any calendar year (each, an "Increase
Date"), which increase shall be equal to the percentage increase of the Consumer
Price Index (the "CPI") over the year preceding the Increase Date calculated by
comparing the CPI for the month of December immediately preceding the Increase
Date in question to the CPI for the prior December. As used in this Agreement
the term "Consumer Price Index" shall mean the Consumer Price Index for All
Urban Consumers (1982-84 = 100) specified for "All Items" issued by the Bureau
of Labor Statistics of the U.S. Department of Labor or the successor thereto.
The Base Salary shall be payable in installments consistent with the Company's
payroll practices then in effect. In addition, in the sole discretion of the
Company, Executive shall be eligible for a merit increase in the Base Salary.

         Incentive Compensation. During the Employment Term, Executive shall be
eligible to receive a fiscal year-end discretionary performance bonus. If
granted, such bonus shall be paid within thirty (30) days after the annual
audited financial statements of the Company are delivered to the Company by the
Company's accountants. One-half of such bonus shall be based on Executive's
achievement of yearly individual performance goals and one-half shall be based
on the Company's achievement of yearly Company performance goals in each case to
be jointly established by the Company and Executive. In addition, any such bonus
received shall be pro rated in respect of any partial year during the Employment
Term.

         Vacation. Executive will be entitled to receive a total of twenty (20)
days of paid vacation per calendar year, which shall accrue monthly on a ratable
basis, provided, however, that Executive shall not be entitled to carry forward
unused vacation days from year to year or to be compensated for any unused
vacation days upon termination of this Agreement.

         Benefits. During the Employment Term, the Company shall allow Executive
to participate, to the extent Executive is eligible, in the benefit plans and
programs, including medical plans, generally provided to employees of the same
level and responsibility as Executive. Nothing in this Agreement shall preclude
the Company from terminating or amending from time to time any employee benefit
plan or program.


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         Travel and Business Expenses. Upon submission of itemized expense
statements in the manner specified by the Company, Executive shall be entitled
to reimbursement for reasonable travel and other reasonable business expenses
duly incurred by Executive in the performance of Executive's duties under this
Agreement in accordance with the policies and procedures established by the
Company from time to time for senior executives of the Company.

         No Other Compensation or Benefits; Payment. The compensation and
benefits specified in Sections 3 and 5 of this Agreement shall be in lieu of any
and all other compensation and benefits. Payment of all compensation and
benefits to Executive hereunder shall be made in accordance with the relevant
Company policies in effect from time to time, including normal payroll
practices, and shall be subject to all applicable employment and withholding
taxes.

         Cessation of Employment. In the event Executive shall cease to be
employed by the Company for any reason, Executive's compensation and benefits
shall cease on the date of such event, except as otherwise provided herein or in
any applicable employee benefit plan or program.

         Acceleration of Service Options. Notwithstanding anything to the
contrary contained in the Company's Stock Incentive Plan, effective as of
September 20, 2000 (the "2000 Plan") or any option agreement entered into
between the Company and Executive pursuant to the 2000 Plan (the "2000 Option
Agreement"), Executive shall be entitled to exercise the Service Options (as
defined in the 2000 Option Agreement) granted to Executive pursuant to the 2000
Option Agreement immediately (i) upon termination for Good Reason (as
hereinafter defined) or (ii) upon termination by the Company without Cause (as
hereinafter defined).

         Termination. Executive's employment with the Company and the Employment
Term shall terminate prior to December 31, 2006:

         on the date of Executive's death, retirement, or voluntary termination.
Voluntary termination shall not include any termination of Executive's
employment within three (3) months following an event triggering a termination
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) a
reduction in Executive's salary or a material reduction in benefits relative to
the other senior executives of KCI which is not agreed to by Executive; (ii) a
change in Executive's position over Executive's objection; (iii) a material
reduction or increase in Executive's responsibilities over Executive's
objection; or (iv) relocation of Executive's principal office more than
twenty-five (25) miles from its current location. Good Reason shall not exist
unless Executive has given the Company written notice thereof, which notice
specifies the alleged grounds for termination for Good Reason, and the Company
has failed to cure such alleged ground for termination for Good Reason within
twenty (20) days after the receipt of notice thereof;

         upon written notice by the Company to Executive of a termination for
Disability. For purposes of this Agreement, "Disability" shall mean Executive's
failure to perform the material duties of his position by reason of mental or
physical illness or incapacity for either (i) ninety (90) days within any
six-month period, or (ii) sixty (60) consecutive days, and within thirty (30)
days after written notice of termination is given, Executive shall not have
returned to the performance of Executive's duties hereunder on a full-time
basis; provided, however, that no such termination shall be effective until such
time as Executive is entitled to full benefits under the disability insurance
policies maintained by the Company; or

         upon written notice by the Company to Executive of a termination with
or without Cause on the date indicated in such notice. For purposes of this
Agreement, "Cause" shall mean: (i) Executive's conviction of or pleading nolo
contendere to a felony or a crime involving moral turpitude; (ii) Executive's
willful misconduct or gross negligence with regard to the Company or its
affiliates or their business, assets or employees (including but not limited to
Executive's fraud, embezzlement, or other act of dishonesty with regard to the
Company (excluding good faith expense account disputes)); (iii) Executive's
refusal to promptly follow any lawful direction of the Executive Supervisor
which is consistent with his position as President and Chief Executive Officer
or Executive's willful and persistent failure to attempt to perform his duties
hereunder; (iv) Executive's breach of any fiduciary duty owed to the Company or
its affiliates or material breach of the provisions of Sections 6 and 7 hereof;
(v) use by Executive of alcohol or other chemical substance in a manner which
adversely impairs Executive's ability to perform his duties hereunder; or (vi)
any other material breach by Executive of this Agreement that remains uncured
within a reasonable time, which in no event will be longer than twenty (20) days
after written notice thereof is given to Executive.


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         Consequences of Termination of Employment.

         Accrued Benefits. Upon the termination of Executive's employment, or
upon expiration of the Employment Term, the Company shall pay and provide
Executive (or, if applicable, his surviving spouse or, if none, his estate) the
following amounts and benefits: (i) any unpaid Base Salary and, to the extent
earned, incentive compensation to the date of termination; (ii) reimbursement
for any expenses incurred in connection with the business of the Company prior
to his date of termination to which he would be otherwise entitled; and (iii)
any benefits, fringes, or payments, if any, due under any benefit, fringe
benefit, or incentive plan or arrangement in accordance with the terms of said
plan or arrangement for the period prior to such termination (the payments
referred to in Section 5(a)(i), (ii) and (iii) hereof are collectively referred
to herein as the "Accrued Benefits").

         Severance. If Executive's employment is terminated by the Company
without Cause pursuant to Section 4(c) above or by Executive for Good Reason, in
addition to the Accrued Benefits, the Company shall, subject to Executive's
execution of a general release of all employment related claims and rights that
Executive may have against the Company and its related entities and their
respective officers, directors, and employees, including but not limited to all
claims and rights relating to Executive's employment and/or termination, in a
form acceptable to the Company, continue to pay Executive (or, if applicable,
his surviving spouse or, if none, his estate) for a period of twenty-four (24)
months, (x) his then current Base Salary in installments consistent with the
Company's normal payroll practices and (y) continue Executive's group health and
dental insurance benefits (collectively, the "Severance"), provided that the
Severance payments shall be offset by any amounts earned by Executive or health
insurance benefits offered, through other employment, consulting position or
unemployment benefit (but excluding the payment of any Sale Bonus, as
contemplated by the Sale Bonus Agreement, between the Company and Executive,
dated July 1st, 2004). Thereafter, Executive may be eligible for health and
dental insurance benefit continuation in accordance with the Consolidated
Omnibus Budget Reconciliation Act (COBRA) at his expense. The Severance is
expressly understood and agreed not to be salary or payroll compensation to an
employee, but rather, severance to a former employee. Executive shall have no
obligation to mitigate with regard to the Severance, but Executive shall notify
the Company in writing of any unemployment benefits or employment or consulting
activities he is engaged in, keep the Company informed of whether it is on a
full or part-time basis, and provide the Company with such other details as it
shall reasonably request unless Employee is subject to any confidentiality
restrictions which would prevent his disclosure of such information.

         Exclusive Employment; Noncompetition.

         No Conflict; No Other Employment. During the period of Executive's
employment with the Company, Executive shall not: (i) engage in any activity
which conflicts or interferes with or derogates from the performance of
Executive's duties hereunder, nor shall Executive engage in any other business
activity, whether or not such business activity is pursued for gain or profit,
except as approved in advance in writing by the Company; or (ii) accept any
other full-time or substantially full-time employment, whether as an executive
or consultant or in any other capacity, and whether or not compensated therefor.

         No Competition. Without limiting the generality of the provisions of
Sections 6 or 7 of this Agreement, during the period of Executive's employment
with the Company and for (i) a period of one (1) year following the termination
of such employment other than a termination by the Company without Cause or by
Executive for Good Reason or (ii) if Executive's employment hereunder is
terminated by the Company under Section 4(c) or by Executive for Good Reason,
then for the period the Company continues to pay to Executive amounts as
Severance pursuant to Section 5(b), Executive shall not, directly or indirectly,
own, manage, operate, join, control, participate in, invest in, or otherwise be
connected or associated with, in any manner, including as an officer, director,
employee, partner, stockholder, joint venturer, lender, consultant, advisor,
agent, proprietor, trustee or investor, any Competing Business located in the
United States or in any other location where the Company operates or sells its
products or services.

         As used in this Agreement, the term "Competing Business" shall mean any
business or venture which engages in any business area or sells or provides
products or services that compete or overlap with any business area in which the
Company engages in or contemplates engaging in, or the products or services as
sold or provided, or as contemplated to be sold or provided, by the Company;
provided, however, that such product or service must be either under development
or under active consideration for development within 6 months prior to the date
of termination and in either event the Executive has been involved in such
development or consideration.


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         For purposes of this Section 6, the term "invest" shall not preclude an
investment in not more than five percent (5%) of the outstanding capital stock
of a corporation whose capital stock is listed on a national securities exchange
or included in the NASDAQ Stock Market, so long as Executive does not have the
power to control or direct the management of, or is not otherwise associated
with, such corporation.

         No Solicitation of Employment. During the Employment Term and for a
period of one (1) year thereafter, Executive shall not in any manner directly or
indirectly, solicit or encourage any employee of the Company to leave the
employ, or cease his or her relationship with, the Company for any reason, nor
employ such an employee in a Competing Business or any other business.

         Company Customers. During the Employment Term and for a period of one
(1) year thereafter, Executive shall not in any manner, directly or indirectly,
initiate contact with or solicit to do business with any "customers" (as defined
below) of the Company for the purpose of selling or providing any product or
service then sold or provided by the Company to such customers or proposed to be
sold or provided to such customers during Executive's employment with the
Company or at the time of termination of Executive's employment hereunder.

         For the purposes of the provisions of this Section 6, "customer" shall
include any entity that purchased any product or service from the Company during
the Employment Term. The term "customer" also includes any former customer or
potential customer of the Company which the Company has solicited during the
Employment Term, for the purpose of selling or providing any product or service
then sold or provided, or then contemplated to be sold or provided, by the
Company.

         Modification of Covenants. The restrictions against competition set
forth in this Section 6 are considered by the parties to be reasonable for the
purposes of protecting the business of the Company. However, if any such
restriction is found by any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too great a range of
activities or in too broad a geographic area, it shall be interpreted to extend
only over the maximum period of time, range of activities, or geographic area as
to which it may be enforceable.

         Confidential Information.

         Existence of Confidential Information. The Company owns and has
developed and compiled, and will develop and compile, certain proprietary
technology, know-how and confidential information which have great value to its
business (collectively, "Confidential Information"). Confidential Information
includes not only confidential information disclosed by the Company to
Executive, but also confidential information developed or learned by Executive
during the course or as a result of Executive's employment with the Company,
which information shall be the property of the Company. Confidential Information
includes all information that has or could have commercial value or other
utility in the business in which the Company is engaged or contemplates engaging
by reason of the fact that it is confidential, and all information of which the
unauthorized disclosure could be detrimental to the interests of the Company,
whether or not such information is specifically labeled as Confidential
Information by the Company. By way of example and without limitation,
Confidential Information includes any and all information developed, obtained,
licensed by or to, or owned by the Company concerning trade secrets, techniques,
know-how (including research data, designs, plans, procedures, merchandising,
marketing, distribution, and warehousing know-how, processes, and research
records), software, computer programs, and any other intellectual property
created, used or sold (through a license or otherwise) by the Company, product
know-how and processes, innovations, discoveries, improvements, research,
development, test results, reports, specifications, data, formats, marketing
data and plans, business plans, strategies, forecasts, unpublished financial
information, orders, agreements, and other forms of documents, price and cost
information, merchandising opportunities, expansion plans, budgets, projections,
customer, supplier, licensee, licensor and subcontractor identities,
characteristics, agreements and operating procedures, and salary, staffing, and
employment information, as long as such information is in fact confidential.
Confidential Information does not include information that (i) is in the public
domain at the time it is disclosed to Executive or enters in the public domain
other than through an infringement of the rights of the Company; (ii) is known
to Executive, without restriction, at the time of disclosure; or (iii) is
independently developed by Executive after termination of Executive's employment
without any use of the Confidential Information of the Company.


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         Protection of Confidential Information. Executive acknowledges and
agrees that in the performance of Executive's duties hereunder, Executive will
develop and acquire, and the Company will disclose to and entrust Executive
with, Confidential Information which is the exclusive property of the Company
and which Executive may possess or use only in the performance of duties for the
Company. Executive also acknowledges that Executive is aware that the
unauthorized disclosure of Confidential Information, among other things, may be
prejudicial to the Company's interests, an invasion of privacy, and an improper
disclosure of trade secrets. Unless otherwise compelled by legal or governmental
process, Executive shall not, directly or indirectly, use, make available, sell,
disclose, or otherwise communicate to any corporation, partnership, individual,
or other third party, other than in the course of Executive's assigned duties
and for the benefit of the Company, any Confidential Information, either during
the Employment Term or thereafter. In the event Executive desires to publish the
results of Executive's work for or experiences with the Company through
literature, interviews or speeches, Executive will submit requests for such
interviews, literature or speeches to the Company's Board of Directors at least
fourteen (14) days before any anticipated dissemination of such information for
a determination of whether such disclosure is in the best interests of the
Company, including whether such disclosure may impair trade secret status or
constitute an invasion of privacy. Executive agrees not to publish, disclose or
otherwise disseminate such information without the prior written approval of the
Company's Board of Directors, which approval shall not be unreasonably withheld.

         Delivery of Records, Etc. In the event Executive's employment with the
Company ceases for any reason, Executive will not remove from the Company's
premises without its prior written consent any records, notes, notebooks, files,
drawings, documents, equipment, materials, and writings received from, created
for or belonging to the Company, including those which relate to or contain
Confidential Information, or any copies thereof. Upon request or when employment
with the Company terminates, Executive will immediately deliver to the Company
any of the same still in his custody or control.

         Assignment and Transfer.

         Company. This Agreement shall inure to the benefit of and be
enforceable by, and may be assigned by the Company to (i) any purchaser of all
or substantially all of the Company's business or assets; (ii) any successor to
the Company; and/or (iii) any assignee of the Company (whether direct or
indirect, by purchase, merger, consolidation or otherwise). The Company will
require any such purchaser, successor or assignee expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform this Agreement if no such purchase,
succession or assignment had taken place.

         Executive. Executive's rights and obligations under this Agreement
shall not be transferable by Executive by assignment or otherwise, and any
purported assignment, transfer, or delegation thereof shall be void; provided,
however, that if Executive shall die, all amounts then payable to Executive
hereunder shall be paid in accordance with the terms of this Agreement to
Executive's devisee, legatee, or other designee or, if there be no such
designee, to Executive's estate.

         Miscellaneous

         Other Obligations. Executive represents and warrants that he is not a
party to any other employment agreement and that neither Executive's employment
with the Company nor Executive's performance of Executive's obligations
hereunder will conflict with or violate or otherwise be inconsistent with any
other agreements to which Executive is or has been a party or with any other
obligations, legal or otherwise, which Executive may have.

         Nondisclosure; Other Employers. Executive will not disclose to the
Company, or use, or induce the Company to use, any proprietary information,
trade secrets, or confidential business information of others. Executive
represents and warrants that Executive has returned all property, proprietary
information, trade secrets, and confidential business information belonging to
all prior employers.

         Cooperation. For two (2) months following termination of Executive's
employment with the Company, Executive shall provide reasonable cooperation to
the Company, as requested by the Company and at the Company's expense, at a time
which is mutually satisfactory, to effect a transition of Executive's
responsibilities and to ensure that the Company is aware of all matters being
handled by Executive.


<PAGE>

         Protection of Reputation. During the Employment Term and thereafter
Executive agrees that he will make no statements which are intended, or could
reasonably be expected, to harm the Company's business reputation or which could
reasonably be expected to lead to unwanted or unfavorable publicity to the
Company. During the Employment Term and thereafter the Company agrees that it
will make no statements which are intended, or could reasonably be expected, to
harm the Executive's reputation or which could reasonably be expected to lead to
unwanted or unfavorable publicity to Executive. Nothing herein contained shall
prohibit the Company or Executive from enforcing its or his rights under this
Agreement.

         Governing Law. This Agreement, including the validity, interpretation,
construction and performance of this Agreement, shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such state without regard to such state's
conflicts of law principles. All actions and proceedings relating directly or
indirectly to this Agreement shall be litigated in any state court or federal
court located in New York, New York. The parties hereto expressly consent to the
jurisdiction of any such court and to venue therein and consent to the services
of process in any such action or proceeding by certified or registered mailing
of the summons and complaint therein directed to Executive at the address as
provided in Section 9(m) hereof and to the Company's designated agent for
service of process (which initially shall be which agent may be changed by the
Company upon thirty (30) days' prior written notice to Executive). Each party
hereby waives trial by jury in connection with the trial of any action or
dispute in connection with this Agreement or any matter involving Executive's
employment or termination thereof. Promptly following the date hereof, the
Company shall reimburse Executive for his legal fees and expenses associated
with the negotiation and preparation of this Agreement and other related
documentation.

         Entire Agreement. This Agreement, the Sale Bonus Agreement, the
shareholders agreement, any option or other equity type agreements and/or an
indemnity agreement contain the entire agreement and understanding between the
parties hereto in respect of the subject matter hereof and supersedes, cancels
and annuls any prior or contemporaneous written or oral agreements,
understandings, commitments, and practices between them respecting the subject
matter hereof, including all prior employment agreements, if any, between the
Company and Executive, which agreement(s) hereby are terminated and shall be of
no further force or effect.

         Amendment. This Agreement may be amended only by a writing which makes
express reference to this Agreement as the subject of such amendment and which
is signed by Executive and, on behalf of the Company, by its duly authorized
officer.

         Severability. If any term, provision, covenant or condition of this
Agreement or part thereof, or the application thereof to any person, place or
circumstance, shall be held to be invalid, unenforceable or void, the remainder
of this Agreement and such term, provision, covenant, or condition shall remain
in full force and effect, and any such invalid, unenforceable or void term,
provision, covenant or condition shall be deemed, without further action on the
part of the parties hereto, modified, amended and limited to the extent
necessary to render the same and the remainder of this Agreement valid,
enforceable and lawful. In this regard, Executive acknowledges that the
provisions of Sections 6 and 7 of this Agreement are reasonable and necessary
for the protection of the Company.

         Construction. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or
against the Company or Executive. The use herein of the word "including," when
following any general provision, sentence, clause, statement, term or matter,
shall be deemed to mean "including but not limited to." As used herein,
"Company" shall mean the Company and its subsidiaries and any purchaser of,
successor to or assignee (whether direct or indirect, by purchase, merger,
consolidation or otherwise) of all or substantially all of the Company's
business or assets which is obligated to perform this Agreement by operation of
law, agreement pursuant to Section 8 hereof, or otherwise. As used herein, the
words "day" or "days" shall mean a calendar day or days. Should any provision of
this Agreement require interpretation or construction, Executive and the Company
agree that the presumption providing that a document or agreement is to be
interpreted or construed more strictly against the party who or which prepared
such document or agreement shall not apply, it being agreed that both Executive
and the Company have availed themselves of the opportunity to participate in the
preparation of all provisions of this Agreement.


<PAGE>

         Knowing and Voluntary. Executive acknowledges that he has carefully
read this Agreement in its entirety, understands its terms, was advised to
consult and has had an opportunity to consult with independent legal counsel
about this Agreement, and is signing it knowingly and voluntarily.

         Nonwaiver. No failure or delay by either party in exercising any right,
option, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof, or the exercise of any other right, option, power or
privilege. Neither any course of dealing nor any failure, delay, or neglect of
either party hereto in any instance to exercise any right, option, power, or
privilege hereunder or under law shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof, or the exercise of any other right, option, power, or privilege. All
waivers by either party hereto must be contained in a written instrument signed
by the party to be charged and, in the case of the Company, by its duly
authorized officer.

         Remedies for Breach. The parties hereto agree that Executive is
obligated under this Agreement to render personal services during the Employment
Term of a special, unique, unusual, extraordinary, and intellectual character,
thereby giving this Agreement peculiar value, and, in the event of a breach or
threatened breach of any covenant of Executive in Section 6, 7 and 9(d) hereof,
the injury or imminent injury to the value and goodwill of the Company's
business could not be reasonably or adequately compensated in damages in an
action at law. Accordingly, Executive expressly acknowledges that the Company
shall be entitled to specific performance, injunctive relief or any other
equitable remedy against Executive in the event of any breach or threatened
breach of any such provisions of this Agreement by Executive. Without limiting
the generality of the foregoing, Notwithstanding any other provision herein
contained, if Executive breaches Sections 6 or 7 of this Agreement, such breach
will entitle the Company to enjoin Executive from disclosing any Confidential
Information to any Competing Business, to enjoin such Competing Business from
receiving Executive or using any such Confidential Information and to enjoin
Executive from rendering personal services to or in connection with such
Competing Business. The rights and remedies of the parties hereto are cumulative
and shall not be exclusive, and each such party shall be entitled to pursue all
legal and equitable rights and remedies and to secure performance of the
obligations and duties of the other under this Agreement, and the enforcement of
one or more of such rights and remedies by a party shall in no way preclude such
party from pursuing, at the same time or subsequently, any and all other rights
and remedies available to it.

         Notices. Any notice, request, consent, or approval required or
permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and if and when sent by certified or registered mail,
return receipt requested, to Executive's residence (as reflected in the
Company's records or as otherwise designated by Executive on thirty (30) days'
prior written notice to the Company) or to the Company at the Company's
principal executive office (with copies to the General Counsel), as the case may
be. All such notices, requests, consents, and approvals shall be effective upon
being deposited in the United States mail. However, the time period in which a
response thereto must be given shall commence to run from the date of receipt on
the return receipt of the notice, request, consent, or approval by the addressee
thereof. Rejection or other refusal to accept, or the inability to deliver
because of changed address of which no notice was given as provided herein,
shall be deemed to be receipt of the notice, request, consent, or approval sent.

         Assistance in Proceedings, Etc. Executive shall, without additional
compensation, during the Employment Term and for two (2) months following
termination thereof, upon reasonable notice, furnish such information and proper
assistance to the Company as may reasonably be required by the Company in
connection with any legal or quasi-legal proceeding, including any external or
internal investigation, involving the Company or any of its affiliates or in
which any of them is or may become a party.

         Survival. Cessation or termination of Executive's employment with the
Company shall not result in termination of this Agreement. The respective
obligations of Executive and rights and benefits afforded to the Company as
provided in this Agreement shall survive cessation or termination of Executive's
employment hereunder. This Agreement shall not terminate upon, and shall remain
in full force and effect following, expiration of the Employment Term and all
rights and obligations of the parties hereto as and to the extent provided
herein shall survive such expiration.


<PAGE>



         IN WITNESS WHEREOF, the parties have duly executed this Agreement, all
as of the date and year first written above.

                                          Keith McGowan
                                          /s/ Keith A. McGowan
                                          -------------------------------------

                                          KEY COMPONENTS, INC.

                                          By: /s/ Clay B Lifflander
                                          -------------------------------------
                                          Name: Clay B Lifflander
                                          Title: Co-Chairman