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                                                             Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is entered into as of April
1, 2000 by and between Compass Aerospace Corporation, a Delaware corporation
(the "Company") and John R. Reimers (the "Executive").

                                    RECITALS

         WHEREAS, Company wishes to employ the Executive and Executive wishes to
accept employment subject to the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the Parties hereto agree as
follows:

1.       EMPLOYMENT.

         Company hereby employs and engages the services of Executive in the
position of Executive Vice President, Chief Operating Officer for the Term of
Employment set forth in Section 2. Executive agrees to serve the Company for the
Term of Employment as provided herein.

2.       TERM OF EMPLOYMENT.

         The Initial Term of this Agreement shall be for a period of three (3)
years commencing on the effective date hereof and ending three (3) years
thereafter. Unless a party gives written notice to the other party no less than
120 days before the end of the then existing Initial Term or Extended Term, the
Term shall automatically extend for an additional period of twelve (12) months
("Extended Term").

3.       POSITION AND DUTIES.

         During the Term of Employment:

a.       Executive shall perform services as Executive Vice President and
Chief Operating Officer of the Company subject to the direction and control
of the President of the Company (the "President"). Executive shall perform
such services and duties to the best of his abilities, and shall perform such
services and duties at such of the Company's facilities as may be requested
by the Company. Executive shall also provide such services and duties to any
of the Company's subsidiaries and affiliates as shall be directed from time
to time by the President.

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b.       Executive agrees to devote his full business time to the business
and affairs of the Company, and to use his best efforts to promote the
interests of Company and to perform faithfully and efficiently the
responsibilities assigned to him in accordance with the terms of this
Agreement to the extent necessary to satisfactorily discharge such
responsibilities. Executive shall not, without the President's prior written
consent, render to others services of any kind for compensation, or engage in
any other business activity that would materially interfere with the
performance of his responsibilities under this Agreement. It is expressly
understood and agreed that it shall not be a violation of this Agreement for
Executive to serve on corporate, civic or charitable boards or committees, so
long as such activities do not materially interfere with the performance of
such responsibilities or reflect adversely on Company to any material extent.

4.       RESULTS AND PROCEEDS.

         As Executive's employer, Company shall, by virtue of such relationship,
own all rights in and to the results and proceeds directly or indirectly
connected with, or arising out of, Executive's services hereunder.

5.       COMPENSATION AND BENEFITS.

5.1       BASE SALARY. During the Term, Company shall compensate Executive for
the services to be rendered hereunder at an annual rate of Two Hundred and
Twenty-five Thousand Dollars ($225,000) (the "Base Salary"). Executive
understands and agrees that Company has no obligation to increase his Base
Salary. Such Base Salary shall be payable to Executive in equal bi-weekly
installments or at such other intervals as salary is normally paid by Company
to its executive employees (except during any unpaid vacation), subject to
the usual or required employee payroll deductions and withholdings.

         5.2 SUPPLEMENTAL COMPENSATION. During the Term, Company shall
compensate Executive, in addition to but not as part of Base Salary, the sum of
Four Thousand Four Hundred and Forty-four Dollars ($4,444) per month, such sum
to be paid to Executive in equal bi-weekly installments or at such other
intervals as salary is normally paid by Company to its executive employees,
subject to the usual or required employee payroll deductions and withholdings.

         5.3 REIMBURSEMENT OF EXPENSES. During the Term of Employment, Executive
shall be entitled to receive prompt reimbursement for all reasonable and
necessary business expenses incurred by Executive in connection with his
performance of services under this Agreement in accordance with Company's then
prevailing policies and procedures (which requirements shall include appropriate
itemization and substantiation of all such expenses incurred).

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         5.4 PERSONAL PAID TIME. Executive shall be entitled to Personal Paid
Time (including, without limitation four (4) weeks paid vacation and holidays
specified by the Company) in accordance with the policy applicable to Company
employees and shall not be entitled to paid vacation or sick time other than
Personal Paid Time. Executive shall only be allowed to carry over into the next
fiscal year ten (10) days of unused Personal Paid Time. All remaining unused
Personal Paid Time will be cashed out, such payment to consist only of Base
Salary for the unused Personal Paid Time and no other compensation or benefits.

         5.5 STOCK OPTIONS.

             (a) On April 1, 2000, Executive shall be granted a stock option
under the Compass Aerospace Corporation 1998 Stock Incentive Plan (the "Stock
Incentive Plan") to purchase 200,000 shares of common stock of the Company
(the "Common Stock") with an exercise price equal to $1.47 per share.
Twenty-five percent of such option will vest on April 1, 2000, and the
remainder of such option will vest 25% per year on each of the three (3)
anniversary dates of April 1, 2000 beginning on the first such anniversary
date provided that, except as provided in Section 5.5(c) below, Executive is
employed by the Company on each such date. To the maximum extent possible
under the Internal Revenue Code of 1986, the stock options granted pursuant
to this Section 5.5(a) and pursuant to Section 5.5(b) shall be intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Code.

             (b) Executive shall be granted three additional stock options
under the Stock Incentive Plan, each such option to be granted no later than
the end of the first quarter of each of calendar years 2001, 2002, and 2003.
Each such option shall be an option for Executive to purchase not less than
30,000 shares of Common Stock and up to 120,000 shares of Common Stock with
an exercise price equal to the fair market value of the stock at the time of
the grant. The Board of Directors will determine in its discretion, based on
Executive's and Company's performance in the year immediately preceding the
grant, the number of shares of Common Stock to be made subject to the option
grant. Each such option will vest 25% per year on each of the four (4)
anniversary dates of the date of each grant provided that, except as provided
in Section 5.5(c) below, Executive is employed by the Company on each such
date. Fair market value will be as agreed by the Parties, or, if the Parties
cannot agree, it shall be the last price paid for Company's Common Stock in
an arm's-length transaction, including by way of conversion of any of
Company's other securities.

             (c) Notwithstanding the vesting provisions of Sections 5.5(a)
and (b) above, all stock options that have been granted to Executive prior to
the date of the expiration of the Term of this Agreement and that have not
vested at such time shall become fully vested and exercisable at that time if
the Company chooses not to renew or extend Executive's employment (unless
such termination of employment is for Cause).

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Such vesting shall not occur upon the expiration of the Term of this
Agreement if Executive voluntarily terminates his employment with the Company
at such time.

             (d) Customary antidilution protection shall apply as relates to
the number of shares subject to any stock option (e.g., in the event of stock
splits) but excluding antidilution protection as relates to the percentage of
Common Stock subject to such option (e.g., in the event of new stock
issuances). Furthermore, there shall be immediate vesting of all options in
the event that Executive dies or becomes disabled or there is a change in
control (which shall occur if any entity other than the shareholders as of
the effective date hereof or their successors acquire 51% or more of the
Common Stock or if Company sells all or substantially all of Company's
assets).

         5.6 EXECUTIVE'S REPRESENTATIONS REGARDING STOCK. Executive
represents that he will retain and consult with his own professional advisors
to review and evaluate the economic, tax and other consequences of the stock
options. Executive further represents that any interest he may acquire will
be acquired for investment purposes only and that he understands that there
is no public market for any of the securities comprising the stock options
and that the securities he will receive are subject to restrictions on both
transferability and resale, and may not be transferred or resold except as
permitted under the Securities Act of 1933, as amended, and the applicable
state securities laws, pursuant to registration or exemption therefrom. The
shares of stock issuable to Executive shall bear an appropriate legend
setting out restrictions on transfer and the fact that the securities have
not been registered.

         5.7 WITHHOLDING ON STOCK OPTIONS. The Company shall deduct from all
stock issued under the Stock Options any federal, state, or local taxes
required by law to be withheld with respect to such payments. In the
alternative, Executive may pay to the Company the amount of any such taxes
which the Company is required to withhold with respect to the grant or
delivery of stock.

         5.8 RESTRICTIONS ON TRANSFER OF SHARES. Shares of Common Stock
issued to Executive pursuant to the stock options will be transferable only
in accordance with the Stockholders Agreement (in the form and substance set
forth in Exhibit A attached hereto) and Section 21 of the Stock Incentive
Plan. As permitted under Section 21 of the Stock Incentive Plan, it is hereby
provided that the restrictions on transfer of the shares issued to Executive
shall lapse and cease to have effect upon any of the following: (1) the first
date on which the Common Stock is held of record by more than 500 persons,
(2) determination by the Board that a public market exist for the outstanding
shares of Common Stock or (3) the consummation of an initial public offering.

         5.9 BENEFITS. In addition to the other benefits provided herein,
Executive shall be entitled to participate in such medical, dental,
prescription drug, vision, health care spending account, 401(k) saving and
retirement, short-term disability insurance, long-term disability insurance,
or other employee welfare benefit plans as the Company may offer to and
maintain for the benefit of its Corporate officers and as changed from time-

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to-time, subject to Executive's fulfilling all applicable eligibility
requirements of each such plan. No statement concerning benefits or
compensation to which Executive is entitled alters in any way the Term of
Employment or the termination of this Agreement.


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         5.10 TRANSITION AND MOVING EXPENSES.

              (a) Company shall pay relocation expenses in accordance with
the Compass Executive Relocation Program (Exhibit B attached hereto), except
that one month's Base Salary for unidentified incidental expenses will be
paid instead of one-half month's Base Salary.

              (b) Company will pay for an outside third party relocation
service to provide home sale services in connection with Executive's current
residence as follows. Executive will have 90 days after the relocation
service makes a "Fallback Offer" (based on two independent ERC appraisals,
except that if they are not within 5% of each other a third appraisal will be
used) to sell his residence. During this 90-day marketing period, Executive
may utilize the equity advance program in Section 6 of the Compass Executive
Relocation Program to purchase a home in the new location. If at the end of
the 90-day marketing period the residence has not been sold, Executive may
accept the "Fallback Offer." If the residence is sold during the 90-day
marketing period, Executive must contact the relocation service PRIOR to
signing the final sales contract. The relocation service will handle all the
closing arrangements. Executive will receive his equity immediately and
Company will pay the broker's fee and many of Executive's normal escrow
closing charges.

         5.11 BONUS.

              (a) Executive will be eligible for a cash bonus for calendar
year 2000 to be paid if he achieves performance milestones established by the
Board of Directors, except that Company will pay Executive a bonus of not
less than One Hundred and Twenty-five Thousand Dollars ($125,000) for
calendar year 2000 regardless of whether he achieves the performance
milestones (the "Guaranteed Bonus"). The Company will pay Executive as an
advance of a portion of the Guaranteed Bonus the sum of Fifty Thousand
Dollars ($50,000) (the "Guaranteed Bonus Advance"), such payment to be made
no later than ten (10) days after the effective date hereof. If Executive's
employment by Company terminates pursuant to Section 7.3 or 7.5 hereof on or
before December 31, 2000, Executive will pay back to Company the Guaranteed
Bonus Advance, such payment to be made no later than ten (10) days after
Executive's employment terminates.

              (b) Executive will be eligible for a bonus for calendar year
2001 to be paid if the Company achieves performance milestones established by
the Board of Directors. The amount of the bonus will not be less than
Executive's Base Salary for full achievement of the performance milestones
and in no event will exceed twice Executive's Base Salary in the event of
achievement beyond the performance milestones. If Executive is entitled to a
bonus pursuant to this Section 5.11(b), such bonus will be paid 50% in cash
and 50% in stock options. For this purpose, the dollar value of such stock
options will be deemed to be the amount that results from multiplying

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the number of shares to be granted under the stock options times their fair
market value at the time of grant.

              (c) Bonus shall be paid as soon as practicable after Company's
Board of Directors evaluates Executive's and Company's achievement, which
evaluation shall occur no later than the end of the first quarter following
fiscal year end.

              (d) During the Extended Term, if any, after the Initial Term,
Executive shall be eligible to participate in any bonus plan Company
maintains for its senior executives.

              (e) No bonus shall be paid to Executive with respect to a
fiscal year during which this Agreement terminates pursuant to Section 7
hereof; provided, however, if Executive remains employed pursuant to this
Agreement for at least six (6) months of such fiscal year and this Agreement
terminates pursuant to Section 7.2 or Section 7.4 he will be entitled to a
pro-rata share of the bonus provided pursuant to Section 5.11(b).

6.       COVENANTS.  Executive covenants in favor of Company as follows:

6.1       TRADE SECRETS OF OTHERS. Executive represents that Executive's
performance of all the terms of this Agreement does not and will not breach
any agreement to keep in confidence proprietary information, material or
trade secrets acquired by Executive in confidence or in trust prior to
Executive's rendering of services to Company. Executive agrees not to enter
into any agreement either written or oral in conflict herewith.

6.2       CONFIDENTIALITY; TRADE SECRETS. Executive acknowledges that his
position with Company is one of the highest trust and confidence both by
reason of his position and by reason of his access to and contact with the
trade secrets and confidential and proprietary business information of
Company. Executive agrees that during the Term of Employment and thereafter:

a.       He shall protect and safeguard the trade secrets and confidential
and proprietary information of Company, including (by way of illustration and
not limitation) its arrangements with vendors, customers and joint venture
partners (referred to collectively as Company's "contractors"); its data,
records, patents, licenses, trademarks, copyrights, compilations of
information, processes, programs, know-how, improvements, discoveries,
marketing plans, strategies, forecasts, unpublished financial statements,
budgets, projections, licenses, prices, costs, files, documents, drawings,
memoranda, notes, or other documents, whether maintained electronically or in
hard copy (all such information is hereinafter called the "Proprietary
Information"); other than information known to him before the date hereof or
learned from third Parties without breach of any obligation of
confidentiality or otherwise to Company, or in the public domain;

b.       He shall not disclose any of such Proprietary Information, except as
may be required in the ordinary course of performing his duties as an
employee of Company; and

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c.       He shall not use, directly or indirectly, for his own benefit or for
the benefit of another, any of such Proprietary Information, other than for
the benefit of Company as may be required in the ordinary course of
performing his duties as an employee of Company.

The Proprietary Information shall be the exclusive property of Company.
Executive agrees that He shall deliver to Company all files, records,
documents, drawings, memoranda, and other materials, whether electronic or
hard copy, relating to the Proprietary Information or pertaining to his work
with Company in the event of either Company's request or the termination of
his employment for any reason, and that he will not take with him any of the
foregoing or any reproduction of any of the foregoing.

         6.3 INDUCEMENT. Executive shall not during the Term of Employment
and for a period of two (2) years thereafter, directly or indirectly, employ,
cause others to employ, or attempt to induce others to employ, any employees
of the Company or attempt to induce said employees to gain or seek other
employment.

         6.4 REMEDIES FOR BREACH OF COVENANTS OF EXECUTIVE. The covenants set
forth in Section 6 of this Agreement shall continue to be binding upon
Executive, notwithstanding the termination of his employment with Company for
any reason whatsoever. Such covenants shall be deemed and construed as
separate agreements independent of any other provisions of this Agreement and
any other agreement between Company and Executive. The existence of any claim
or cause of action by Executive against Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by
Company of any or all of such covenants. If Executive breaches or threatens
to breach any of the covenants in Section 6 of this Agreement, the Parties
acknowledge and agree that the damage or imminent damage to Company's
business and/or its goodwill would be irreparable and extremely difficult to
estimate, making any remedy at law or in damages inadequate. Accordingly,
Company shall be entitled to injunctive relief against Executive in the event
of any breach or threatened breach of the covenants set forth in Section 6,
in addition to any other relief (including damages) available to Company
under this Agreement or under law.

         6.5 LITIGATION. Executive agrees that during the Term of Employment
and thereafter Executive shall do all things, including the giving of
evidence in suits and other proceedings, which Company shall deem necessary
to obtain, maintain, defend, or assert rights accruing to Company during the
Term of Employment and in connection with which Executive has knowledge,
information, or expertise. All reasonable expenses incurred by Executive
during the Term of Employment or thereafter in fulfilling the duties set
forth in this Section, shall be reimbursed by Company to the full extent
legally appropriate, including without limitation a reasonable payment for
Executive's time in the event this Agreement has terminated prior to the time
Executive renders such duties.

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         6.6 FUTURE COOPERATION. The Parties hereto agree to cooperate with
each other from and after the date hereof, and to supply any information and
to execute documents reasonably required for the purposes of giving effect to
this Agreement or in connection with the consummation of any actions
contemplated hereby, all without additional compensation except as provided
in Section 6.5.

7.       TERMINATION OF EMPLOYMENT. This Agreement and the employment of
Executive hereunder shall terminate upon the occurrence of the first to occur
of the following events or conditions, and the Parties shall remain subject
to the following conditions and covenants after termination:

7.1      EXPIRATION OF TERM.  This Agreement shall terminate upon expiration
of the Term of Employment specified in Section 2 hereof.

7.2      DEATH OR INCAPACITY. This Agreement shall automatically terminate
upon the death or Incapacity of Executive. Subject to the Americans with
Disabilities Act and applicable state law, "Incapacity" shall mean
Executive's inability by reason of mental or physical condition to perform
substantially all of his duties and responsibilities hereunder for a
continuous period of three (3) months or more, or for any aggregate period of
four (4) months or more in any twelve-month period whether or not continuous.
In the event of a dispute as to the existence of any such disability,
Executive agrees to submit to medical or psychiatric examinations conducted
by physicians mutually agreed upon by Company and Executive and to be bound
by any determination made by such physicians.

7.3      CAUSE. Company may terminate Executive's employment for Cause.
"Cause" shall mean (i) an act of dishonesty, fraud, embezzlement, breach of
trust, misappropriation, acceptance of a bribe or kickback or other similar
activity on Executive's part; (ii) a willful and deliberate act by Executive
in bad faith and to the detriment of Company or; (iii) a determination by
Company in good faith that there has been neglect by Executive of such
Executive's duties, chronic absenteeism, unacceptable performance, or any
material breach or violation of Executive's obligations (including, without
limitation, any failure to implement material policies or procedures
established by Company for the transaction of business by Company) or
covenants pursuant to this Agreement, but only if any of such conduct is not
rectified to the satisfaction of Company by Executive within a period of not
less than 90 days after written notification to Executive of such conduct; or
(iv) the conviction, or a plea of nolo contendere, of Executive of a felony
or a crime involving fraud, dishonesty or moral turpitude. Executive's
termination for Cause shall be effective immediately upon notice to
Executive. If Executive's employment is terminated for Cause, or if Executive
voluntarily terminates his employment, Company shall pay Executive his
prorated Base Salary through the effective date of the termination of
employment (which shall be no earlier than the date of notice thereof to
Executive) at the rate in effect at the time of such termination, and Company
shall have no further obligations to Executive under this

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Agreement. Executive shall forfeit all benefits, rights, and Stock Options
which have not vested as of the effective date of termination.

7.4       OTHER THAN FOR CAUSE. Company may terminate Executive's employment
other than for Cause. If Company terminates Executive's employment other than
for Cause, Company shall pay Executive his Base Salary, prorated to a monthly
sum, for each of six months, such payments to be payable in installments at
such time as Executive would have been paid the Base Salary had the Term of
Employment continued. All amounts which are vested benefits or to


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which Executive is otherwise entitled under any employee benefits plan of
Company shall be payable in accordance with the terms of such plan. Executive's
termination other than for Cause shall be effective immediately upon notice to
Executive.

         7.5 TERMINATION BY EMPLOYEE Executive may terminate his employment by
Company at any time, with or without cause, by providing Company thirty (30)
days' advance written notice. Company will have the option, in its complete
discretion, to make Executive's termination of employment effective at any time
after receipt of such notice and prior to the end of such notice period,
provided Company pays Executive all compensation due and owing through the last
day actually worked plus an amount equal to the Base Salary Executive would have
earned through the balance of the notice period, and thereafter all of Company's
obligations under this Agreement terminate.

         7.6 CONTINUATION OF COVENANTS. Notwithstanding termination of his
employment pursuant to the provisions of this Section 7, the obligations of
Executive set forth in Sections 5.3, 5.8, 6, 10 and 11 herein shall survive the
termination of this Agreement.

8.           ASSIGNMENT.

8.1           BY EXECUTIVE. This Agreement is personal to Executive and
without the prior written consent of Company (which consent may be withheld
in Company's sole discretion) shall not be assignable by Executive. Executive
shall not have the right to sell, transfer, or assign the right to receive
payments or benefits hereunder, and any such attempted assignment or transfer
shall terminate this Agreement for Cause at the option of Company.
Notwithstanding the foregoing, Executive may convey by will, intestacy, or
other method of estate planning all payments and benefits hereunder to which
he is entitled upon his death.

8.2           BY COMPANY. The provisions of this Agreement shall inure to the
benefit of and be binding upon Company, its successors and assigns, including
without limitation any corporation which may acquire all or substantially all
of Company's assets and business, or with or into which Company may be
consolidated, merged, or reorganized. Upon any such merger, consolidation or
reorganization, the term "Company" as used herein shall be deemed to refer to
such successor corporation.

9.           SEVERABILITY. In case one or more provisions of this Agreement
shall for any reason be held by an arbitrator or court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect the validity or
enforceability of any other provision of this Agreement, and this Agreement
shall be construed in all respects as if such invalid, illegal or
unenforceable provision or clause were omitted and had never been contained
herein. In the event any provision of this Agreement is determined by an
arbitrator or court to be unenforceable by reason of its being extended for
too great a period of time or over too great a range of activities, the
Parties hereto agree that the affected provision shall be

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interpreted to extend only over the maximum period of time or range of
activities as to which it may be enforceable.

10.           ARBITRATION OF DISPUTES. Except as otherwise provided herein,
any dispute or controversy arising from or relating to this Agreement, or
from any other aspect of Executive's employment or the termination thereof,
including but not limited to alleged violations of federal, state, and/or
local statutes (for example, claims for discrimination including but not
limited to discrimination based on race, sex, sexual orientation, religion,
national origin, age, marital status, medical condition as defined under
California law, handicap, or disability, and claims relating to leaves of
absence mandated by state or federal law), breach of any contract or covenant
(express or implied), tort claims, violation of public policy, or any other
alleged violation of Executive's statutory, contractual, or common law rights
(and including claims against Company's officers, directors, employees, and
agents), which Executive and Company or other party are unable to resolve
through direct discussion, regardless of the kind or type of dispute
(excluding claims for workers' compensation or unemployment insurance,
administrative charges of employment discrimination or retaliation, and any
solely monetary dispute within the jurisdiction of small claims court) shall
be decided by final and binding arbitration in the County of Los Angeles,
State of California in accordance with the American Arbitration Association's
("AAA") National Rules for the Resolution of Employment Disputes (the
"Rules"). Executive and Company each have the right to be represented by
counsel with respect to arbitration of any dispute pursuant to this
paragraph. The arbitrator shall be selected by agreement between Executive
and Company, but if they do not agree on the selection of an arbitrator
within 30 days after the date of the request for arbitration, the arbitrator
shall be selected pursuant to the Rules. At the request of either Company or
Executive, arbitration proceedings shall be conducted in the utmost secrecy,
and, in such case, all documents, testimony and records shall be received,
heard, and maintained by the arbitrator in secrecy, available for inspection
only by Company and Executive and their respective attorneys and experts who
shall agree, in advance and in writing, to receive all such information
confidentially and to maintain the secrecy of such information until such
information shall become generally known. The arbitrator shall have authority
to award equitable relief, damages, costs, and fees to the greatest extent
permitted by law, including but not limited to any remedy or relief that a
court may order. The fees of the arbitrator shall be split equally between
the Parties. Except for a breach or threatened breach of Section 6 of this
Agreement, the arbitrator shall have exclusive authority to resolve all
claims between the Parties, including but not limited to whether any
particular claim is arbitrable and whether all or any part of this Agreement
is void or unenforceable.

11.          LEGAL FEES. Without implying consent to or agreeing to any legal
proceeding other than arbitration as provided in Section 10 herein, in the
event of any arbitration proceeding, administrative proceeding, or litigation
between the Parties relating to or arising from this Agreement, the
prevailing Party in such proceeding or litigation shall be entitled to
recover all reasonable attorney's fees and costs.

12.          GOVERNING LAW. This Agreement, and each and every related
document, are to be governed by and construed in accordance with the laws of
the State of California.

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13.          NOTICES. All notices, requests, demands or other communications
hereunder given by the Executive to Company shall be sent by certified mail
to the following address:

                                            Compass Aerospace Corporation
                                            1501 Hughes Way, Suite 400
                                            Long Beach, California 90810
                                            Attention:  Alexander Hogg
                                            Fax:  310-522-0601

                  All notices, requests, demands or other communications
hereunder given by Company to Executive shall be personally delivered to him
or sent by certified mail to the following address:

                                            John R. Reimers
                                            [address to be furnished]

or such other addresses as a party may from time to time specify in writing
to the other in accordance with this notice provision. All notices hereunder
sent by certified mail shall be effective when mailed.

14.          ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding among the Parties, and supersedes any and all prior agreements,
arrangements and understandings, both written and oral. No change,
supplement, amendment, modification, waiver or termination of this Agreement
or any provisions contained herein shall be binding unless executed in
writing by the President of Company.

             IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement as of the date first above written.


                              COMPASS AEROSPACE CORPORATION,
                                a Delaware corporation
---------------------------------------------------------------

---------------------------------------
                                By: /s/ Douglas Solomon
-----------------------------------------------------------------------------
                                    Its: President and Chief Executive Officer

                                JOHN R. REIMERS
                                "Executive"

                                    /s/ John R. Reimers

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