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                                                                   Exhibit 10.28

                              EMPLOYMENT AGREEMENT

                                     Between

                              INTERMET CORPORATION

                                       And

                                THOMAS E. PRUCHA


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THIS AGREEMENT, dated as of JANUARY 1, 2003 is made by and between INTERMET
CORPORATION, a Georgia corporation having its principal place of business in
Troy, Michigan (the "Company"), and THOMAS E. PRUCHA (the "Executive").

WHEREAS, the Company desires the services of the Executive, and the Executive is
willing to render such services; and

WHEREAS, in order to secure the continued services of the Executive, the Company
believes it should provide the Executive with an agreement for severance
payments.

NOW, THEREFORE, the Company and the Executive agree as follows:

                      Article 1 - Termination of Employment

1.1   Termination of Employment for Cause or Other Than for Good Reason. If,
      before the end of the Contract Term, the Company terminates the
      Executive's employment for Cause or the Executive terminates employment
      other than for Good Reason, then the Company shall pay to the Executive in
      a lump sum immediately after the Date of Termination that portion of the
      Executive's then current annual base salary which is accrued but unpaid as
      of such Date of Termination. The Executive will not be entitled to receive
      any other compensation or benefits under this Agreement.

1.2   Termination of Employment for Death or Disability. If, before the end of
      the Contract Term, the Executive's employment terminates due to death or
      Disability, the Company shall pay to the Executive (or to the Executive's
      estate), in accordance with Company policy following the Date of
      Termination:

(a)   that portion of the Executive's annual base salary which is accrued but
      unpaid as of the Date of Termination;

(b)   the amount of any Annual Bonus applicable to any Annual Bonus Period which
      ended prior to the Date of Termination, but which is unpaid as of the Date
      of Termination;

(c)   disability, life insurance, and other benefits as typically provided to an
      executive under the Company's employee welfare benefit plans as a result
      of such an executive's death or Disability; and

(d)   a pro rata portion of the Annual Bonus applicable to the Annual Bonus
      Period during which the Date of Termination occurs based upon actual
      performance for the Annual Bonus Period (such pro rata bonus shall be
      based on the portion of such Annual Bonus Period that expired prior to the
      Date of Termination, shall be payable following such Annual Bonus Period
      in accordance with Company policy and shall be determined without regard
      to any reduction in earnings on account of interest


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      paid on additional debt incurred by the Company in connection with any
      Change in Control).

1.3   Termination of Employment By the Company Without Cause or By the Executive
      for Good Reason (other than following a Change of Control). If, before the
      end of the Contract Term, unless such event follows a Change of Control,
      the Executive's employment is terminated by the Company without Cause or
      by the Executive for Good Reason (as that term is defined in the following
      Section 1.4), the Executive shall receive the following:

(a)   In a lump sum, that portion of the Executive's annual base salary which is
      accrued but unpaid as of the Date of Termination and any unpaid Annual
      Bonus applicable to any Annual Bonus Period which ended prior to the Date
      of Termination;

(b)   In monthly payments, the amount of the Executive's annual base salary (not
      taking into account any reductions which would constitute Good Reason)
      which would be payable for the period beginning on the Date of Termination
      and ending on the date that is one (1) year following the Date of
      Termination;

(c)   Following the Annual Bonus Period during which the Date of Termination
      occurs and in accordance with Company policy, a pro rata portion of the
      Annual Bonus applicable to such Annual Bonus Period based upon actual
      performance for the Annual Bonus Period (such pro rata bonus shall be
      based on the portion of such Annual Bonus Period that expired prior to the
      Date of Termination, shall be payable following such Annual Bonus Period
      in accordance with Company policy and shall be determined without regard
      to any reduction in earnings on account of interest paid on additional
      debt incurred by the Company in connection with any Change in Control);
      and

(d)   During the period in which the Executive is receiving the payments set
      forth in subsection 1.3(b) above, the employee benefits to which the
      Executive was entitled during the Contract Term. The employee benefits to
      which the Executive is entitled hereunder shall include the continued use
      of a Company vehicle. The Executive will not be entitled to participate in
      the Company's 401(k) plan, employee stock ownership plan, or similar
      retirement savings plan following the Date of Termination. The amount of
      any employee benefits payable under this Section 1.3(d) and the use of the
      Company vehicle shall be reduced or eliminated to the extent the Executive
      becomes entitled to duplicative benefits by virtue of his/her subsequent
      employment after the Date of Termination.

1.4   For purposes of the foregoing Section 1.3, the term "Good Reason" means
      the occurrence of any one of the following events:

(a)   assignment to the Executive of any duties materially inconsistent with the
      Executive's current position (or such other position to which he/she may
      have been promoted), or any other action that results in a material and
      adverse change in the


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      Executive's position, status, title or responsibilities, provided,
      however, that (i) a change of title or change in reporting relationship
      that does not otherwise result in a material diminution of status or
      responsibilities, or (ii) a change that results in the Executive not
      serving as a member of the Company's highest level executive committee
      (currently designated as the Company's Operating Committee) will not
      constitute Good Reason,

(b)   the failure of the Company to assign this Agreement to a successor to the
      Company,

(c)   any reduction in the Executive's annual base salary or any change in the
      Executive's Annual Bonus that is not permitted by Section 2.1 hereof , or

(d)   any other material adverse change to the terms and conditions of the
      Executive's employment under this Agreement,

if the Company fails to cure such event within thirty (30) days after written
notice from the Executive; provided, however, that if the event is intentional,
knowing or repeated, the Executive shall not be required to provide written
notice or an opportunity to cure.

1.5   Termination of Employment By the Company Without Cause or By the Executive
      for Good Reason (following a Change of Control). If, before the end of the
      Contract Term, and within twenty-four (24) months following a Change of
      Control, the Executive's employment is terminated by the Company without
      Cause or by the Executive for Good Reason (as that term is defined in the
      following Section 1.6), the Executive shall receive the following:

(a)   In a lump sum, that portion of the Executive's annual base salary which is
      accrued but unpaid as of the Date of Termination and any unpaid Annual
      Bonus applicable to any Annual Bonus Period which ended prior to the Date
      of Termination;

(b)   In monthly payments, the amount of the Executive's annual base salary (not
      taking into account any reductions which would constitute Good Reason)
      which would be payable for the period beginning on the Date of Termination
      and ending on the date that is two (2) years following the Date of
      Termination;

(c)   Following the Annual Bonus Period during which the Date of Termination
      occurs and in accordance with Company policy, a pro rata portion of the
      Annual Bonus applicable to such Annual Bonus Period based upon actual
      performance for the Annual Bonus Period (such pro rata bonus shall be
      based on the portion of such Annual Bonus Period that expired prior to the
      Date of Termination, shall be payable following such Annual Bonus Period
      in accordance with Company policy and shall be determined without regard
      to any reduction in earnings on account of interest paid on additional
      debt incurred by the Company in connection with any Change in Control);
      and


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(d)   During the period in which the Executive is receiving the payments set
      forth in subsection 1.5(b) above, the employee benefits to which the
      Executive was entitled during the Contract Term. The employee benefits to
      which the Executive is entitled under this Section 1.5(d) shall include
      the continued use of a Company vehicle. The Executive will not be entitled
      to participate in the Company's 401(k) plan, employee stock ownership
      plan, or similar retirement savings plan following the Date of
      Termination. The amount of any employee benefits payable under this
      Section 1.5(d) shall be reduced or eliminated to the extent the Executive
      becomes entitled to duplicative benefits by virtue of his/her subsequent
      employment after the Date of Termination.

1.6   For purposes of the foregoing Section 1.5, the term "Good Reason" means
      the occurrence of any one of the following events:

(a)   assignment to the Executive of any duties materially inconsistent with the
      Executive's current position (or such other position to which he/she may
      have been promoted), or any other action that results in a material and
      adverse change in the Executive's position, status, title or
      responsibilities,

(b)   the failure of the Company to assign this Agreement to a successor to the
      Company,

(c)   any reduction in the Executive's annual base salary or any change in the
      Executive's Annual Bonus that is not permitted by Section 2.1 hereof

(d)   any other material adverse change to the terms and conditions of the
      Executive's employment under this Agreement, or

(e)   any change that would require the Executive's place of employment to be
      located outside a radius of thirty-five (35) miles of the Executive's
      current place of employment,

if the Company fails to cure such event within thirty (30) days after written
notice from the Executive; provided, however, that if the event is intentional,
knowing or repeated, the Executive shall not be required to provide written
notice or an opportunity to cure.

1.7   Other Termination Benefits. In addition to any amounts or benefits
      provided upon termination of employment hereunder and except as otherwise
      provided herein, the Executive shall be entitled to any payments or
      benefits explicitly provided under the terms of any plan, policy or
      program of the Company or as otherwise required by applicable law.

                         Article 2 - Certain Definitions

2.1   "Annual Bonus" means the annual cash bonus paid to the Executive pursuant
      to the Company's annual bonus plan. During the Contract Term, the Company
      shall maintain an annual bonus plan that provides the Executive with
      benefits that are


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      substantially equivalent to the benefits provided under the Company's
      current annual bonus plan, provided, however, that the Company shall
      continue to be permitted to adjust bonus participation levels for company
      executives, including for the Executive, based on performance factors in
      accordance with the Company's current practice.

2.2   "Annual Bonus Period" means the annual period on which the Executive's
      Annual Bonus is based.

2.3   "Contract Term" means the period commencing on JANUARY 1, 2003 and ending
      on DECEMBER 31, 2003; provided, however, that commencing JANUARY 2, 2003
      the Contract Term shall be automatically extended by one day on each day
      the Executive remains employed; and, provided further, that
      notwithstanding anything herein to the contrary, the Contract Term and all
      obligations of the Company hereunder shall terminate on the Executive's
      sixty-fifth (65th) birthday.

2.4   "Date of Termination" means the date on which the Executive's employment
      with the Company terminates.

2.5   "Disability" means any medically determinable physical or mental
      impairment that can be expected to last for a continuous period of not
      less than six (6) months, and that renders the Executive unable to perform
      the duties required under this Agreement. The date of the determination of
      Disability is the date on which the Executive is certified as having
      incurred a Disability by a physician acceptable to the Company.

2.6   "Cause" means (a) the Executive's committing any felony or other crime
      involving dishonesty; (b) any serious misconduct in the course of the
      Executive's employment; or (c) the Executive's habitual neglect of the
      Executive's duties (other than on account of Disability), except that
      Cause shall not mean:

(1)   bad judgment or negligence other than habitual neglect of duty;

(2)   any act or omission believed by the Executive in good faith to have been
      in or not opposed to the interest of the Company (without intent of the
      Executive to gain therefrom, directly or indirectly, a profit to which the
      Executive was not legally entitled); or

(3)   any act or omission with respect to which a determination could properly
      have been made that the Executive met the applicable standard of conduct
      for indemnification or reimbursement under the by-laws of the Company, any
      applicable indemnification agreement or the laws and regulations under
      which the Company is governed, in each case in effect at the time of such
      act or omission.


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2.7   "Change in Control" means the occurrence of any of the following events:

(a)   any "person" (as such term is defined in Section 3(a)(9) of the Securities
      Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3)
      and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as
      defined in Rule 1 3d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing 30% or more of the combined voting
      power of the Company's then outstanding securities eligible to vote for
      the election of the Board of Directors of the Company (the "Company Voting
      Securities") provided, however, that the event described in this paragraph
      shall not be deemed to be a Change in Control by virtue of any of the
      following acquisitions: (i) by the Company or, direct or indirect,
      majority-owned subsidiaries of the Company, (ii) by any employee benefit
      plan sponsored or maintained by the Company or any corporation controlled
      by the Company, (iii) by any underwriter temporarily holding securities
      pursuant to an offering of such securities, (iv) pursuant to a Non-Control
      Transaction (as defined in paragraph (c)), (v) pursuant to any acquisition
      by the Executive or any group of persons including the Executive, or (vi)
      in which Company Voting Securities are acquired from the Company, if a
      majority of the Board of Directors of the Company approves a resolution
      providing expressly that the acquisition pursuant to this clause (vi) does
      not constitute a Change in Control under this paragraph (a);

(b)   individuals who, on JANUARY 1, 2003, constitute the Board of Directors of
      the Company (the "Incumbent Board") cease for any reason to constitute at
      least a majority thereof, provided that (i) any person becoming a director
      subsequent to JANUARY 1, 2003, whose election, or nomination for election,
      by the Company's shareholders was approved by a vote of at least
      three-quarters of the directors comprising the Incumbent Board (either by
      a specific vote or by approval of the proxy statement of the Company in
      which such person is named as a nominee for director, without objection to
      such nomination) shall be, for purposes of this paragraph (b), considered
      as though such person were a member of the Incumbent Board; Provided
      however, that no individual initially elected or nominated as a director
      of the Company as a result of an actual or threatened election contest
      with respect to directors or any other actual or threatened solicitation
      of proxies or consents by or on behalf of any person other than the Board
      of Directors shall be deemed to be a member of the Incumbent Board;

(c)   the consummation of a merger or consolidation or similar form of corporate
      reorganization, or sale or other disposition of all or substantially all
      of the assets, of the Company (a "Business Combination") is consummated,
      unless immediately following such Business Combination: (i) more than 50%
      of the total voting power of the corporation resulting from such Business
      Combination (including, without limitation, for purposes of making such
      50% determination, any shares owned through any entity which directly or
      indirectly has beneficial ownership of the Company Voting Securities or
      all or substantially all of the Company's assets) eligible to elect
      directors of such corporation is represented by shares held by
      shareholders of the Company immediately prior to such Business Combination
      (either by remaining outstanding or being converted), (ii) no person
      (other than any


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      holding company resulting from such Business Combination, any employee
      benefit plan sponsored or maintained by the Company (or the corporation
      resulting from such Business Combination), or any person which
      beneficially owned, immediately prior to such Business Combination,
      directly or indirectly, 30% or more of the Company Voting Securities)
      becomes the beneficial owner, directly or indirectly of 30% or more of the
      total voting power of the outstanding voting securities eligible to elect
      directors of the corporation resulting from such Business Combination, and
      (iii) at least a majority of the members of the board of directors of the
      corporation resulting from such Business Combination were members of the
      Incumbent Board at the time of the execution of the initial agreement, or
      action of the Board of Directors, providing for such Business Combination
      (a "Non-Control Transaction"); or

(d)   the stockholders of the Company approve a plan of complete liquidation or
      dissolution of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 30% of the
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which, by reducing the number of Company Voting
Securities outstanding, increases the percentage of shares beneficially owned by
such person; provided, that if a Change in Control would occur as a result of
such an acquisition by the Company (if not for the operation of this sentence),
and after the Company's acquisition such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, then a
Change in Control shall occur.

2.8   "Good Reason" shall have the meaning set forth in Section 1.4 or 1.6, as
      the case may be.

                        Article 3 - Restrictive Covenants

3.1   Trade Secrets. Confidential and Proprietary Business Information

(a)   The Company has advised the Executive and the Executive acknowledges that
      it is the policy of the Company to maintain as secret and confidential all
      Protected Information (as defined below), and that Protected Information
      has been and will be developed at substantial cost and effort to the
      Company. "Protected Information" means trade secrets, confidential and
      proprietary business information of the Company, any information of the
      Company other than information which has entered the public domain (unless
      such information entered the public domain through the efforts of or on
      account of the Executive), and all valuable and unique information and
      techniques acquired, developed or used by the Company relating to its
      business, operations, employees and customers, which give the Company a
      competitive advantage over those who do not know the information and
      techniques and which are protected by the Company from unauthorized
      disclosure, including but not limited to, customer lists (including
      potential customers), sources of supply


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      processes, plans, materials, pricing information, internal memoranda,
      marketing plans, internal policies, and products and services which may be
      developed from time to time by the Company and its agents or employees.

(b)   The Executive acknowledges that the Executive will acquire Protected
      Information with respect to the Company and its successors in interest,
      which information is valuable, special and a unique asset of the Company's
      business and operations and that disclosure of such Protected Information
      would cause irreparable damage to the Company.

(c)   The Executive shall not, directly or indirectly, divulge, furnish or make
      accessible to any person, firm, corporation, association or other entity
      (otherwise than as may be required in the regular course of the
      Executive's employment) nor use in any manner, either during or after
      termination of employment by the Company any Protected Information or
      cause any such information of the Company to enter the public domain.

3.2   Non-Competition.

(a)   The Executive agrees that the Executive shall not during the Executive's
      employment with the Company, and, if the Executive's employment is
      terminated for any reason other than termination of employment without
      Cause or for Good Reason, thereafter for a period of one (1) year directly
      or indirectly, in any capacity, engage or participate in or become
      employed by or render advisory or consulting or other services in
      connection with any Prohibited Business as defined below.

(b)   The Executive agrees that if the Executive's employment is terminated
      without Cause or for Good Reason, thereafter during the period in which
      the Executive is receiving payments under either Section 1.3(b) or 1.5(b)
      hereof, directly or indirectly, in any capacity, engage or participate in
      or become employed by or render advisory or consulting or other services
      in connection with any Prohibited Business as defined below.

(c)   Notwithstanding Section 3.2(b) above, at any time during which the
      Executive is receiving the payments and benefits due the Executive
      pursuant to Sections 1.3(b) and 1.3(d), or Sections 1.5(b) and 1.5(d), as
      the case may be, the Executive may elect by written notice to the Company
      to forego and release the Company from paying such payments and providing
      such benefits. From and after the date of such notice (i) the Company
      shall have no further obligation to make such payments or provide such
      benefits, and (ii) the obligation of the Executive set forth in Section
      3.2(b) shall terminate.

(d)   The Executive agrees that the Executive shall not during the Executive's
      employment with the Company, and, if the Executive's employment is
      terminated for any reason, thereafter for a period of one (1) year, make
      any financial investment,


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      whether in the form of equity or debt, or own any interest, directly or
      indirectly, in any Prohibited Business. Nothing in this Section 7.02
      shall, however, restrict the Executive from making any investment in any
      Company whose stock is listed on a national securities exchange or
      actively traded in the over-the-counter market; provided that (i) such
      investment does not give the Executive the right or ability to control or
      influence the policy decisions of any Prohibited Business, and (ii) such
      investment does not create a conflict of interest between the Executive's
      duties hereunder and the Executive's interest in such investment.

(e)   "Prohibited Business" shall be defined as any business and any branch,
      office or operation thereof, which is a direct and material competitor of
      the Company wherever the Company does business, in the United States or
      abroad, and which has established or seeks to establish contact, in
      whatever form (including but not limited to solicitation of sales, or the
      receipt or submission of bids) with any entity who is at any time a
      client, customer or supplier of the Company (including but not limited to
      all subdivisions of the federal government).

3.3   Undertaking Regarding Employees. From the date hereof until two years
      after the Executive's Date of Termination, the Executive shall not,
      directly or indirectly, (a) encourage any employee of the Company or its
      successors in interest to leave their employment with the Company or its
      successors in interest; or (b) employ, hire, solicit or cause to be
      employed or hired or solicited (other than by the Company or its
      successors in interest), or establish a business with, or encourage others
      to hire, any person who within two (2) years prior thereto was employed by
      the Company or its successors in interest.

3.4   Disclosure of Employee-Created Trade Secrets. Confidential and Proprietary
      Business Information. The Executive agrees to promptly disclose to the
      Company all Protected Information developed in whole or in part by the
      Executive during the Executive's employment with the Company and which
      relate to the Company's business. Such Protected Information is, and shall
      remain, the exclusive property of the Company. All writings created during
      the Executive's employment with the Company (excluding writings unrelated
      to the Company's business) are considered to be "works-for-hire" for the
      benefit of the Company and the Company shall own all rights in such
      writings.


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                             Article 4 - Successors

4.1   The Company shall cause this Agreement to be binding on the Company and
      any successor to the Company.

INTERMET CORPORATION

By:    /s/ Gary F. Ruff                               /s/ Thomas E. Prucha
       -------------------------------------          --------------------------
       Gary F. Ruff                                   Thomas E. Prucha
Title: President and Chief Operating Officer


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