<PAGE>

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                            AND CONSULTING AGREEMENT
                                    (KAPLAN)

                  Agreement executed May 18, 2000, effective as of April 1,
2000, amending the Employment Agreement effective June 1, 1994 between Magnesium
Corporation of America (the "Company") and Howard I. Kaplan ("Kaplan") as
previously amended (the "1994 Agreement") and providing for further services by
Kaplan as consultant.

                  1.       CONTINUATION AND TERMINATION OF EMPLOYMENT. The 1994
Agreement is hereby amended as follows effective April 1, 2000:

                           (a) Kaplan's employment under the 1994 Agreement
shall continue to October 31, 2000 and terminate on that date.

                           (b) Kaplan's title through October 31, 2002 shall be
"Senior Vice President" through October 31, 2002.

                           (c) The principal duty of Kaplan through October 31,
2000 shall be to assist the Company's new Vice President-Sales and Marketing in
assuming his duties.

                           (d) As of October 31, 2000, Kaplan's inclusion in
active employee benefit plans of Company shall cease. He shall then be covered
by the plans covering retired employees and have his COBRA rights.

                  2.       CONSULTING PERIOD.

                           (a) For the period November 1, 2000 through October
31, 2001 ("Consulting Period"), Kaplan shall be an independent consultant to the
Company. It is understood that, on average, Kaplan will devote approximately 3
business days per week to the business of the Company, at times mutually
agreeable to Kaplan and the Company, such schedule varying in any particular
week as the needs of the Company may require. Kaplan shall make himself
available at least half of such time at the Company's principal offices in Salt
Lake City, Utah or its plant in Rowley, Utah or other location specifically
requested by the Company.

                           (b) For the Consulting Period, Kaplan will receive
$7,278 per month payable monthly in arrears. Since Kaplan is a consultant, there
shall be no taxes withheld. Kaplan shall pay all his expenses of his services
hereunder except for such expenses as may be approved in advance in writing by
the Company.

                           (c) For the Consulting Period, Kaplan shall continue
to be paid during a vacation period of two weeks to be taken at times mutually
agreeable to Kaplan and Company.

                           (d) The Company and Kaplan shall consult, at least 90
days prior to October 31, 2001, to determine whether to continue the Consulting
Period for the period November 1, 2001 to October 31, 2002 (which shall be the
final Consulting Period). The parties may agree in writing to continue the
Consulting Period set forth in subparagraphs (a) to (c) for


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such final period, to alter such arrangements as set forth in such writing, or
to terminate the arrangements. If a mutual written agreement is not concluded by
October 31, 2001, the arrangements set forth subparagraph (a) to (c) shall
continue for the final Consulting Period ending October 31, 2002 and conclude on
such date.

                  3.       CONFIDENTIALITY, COMPETITION.

                  The provisions of paragraph 7 of the Employment Agreement,
relating to Confidentiality; Competition shall continue to be applicable during
the Consulting Period.

                  4.       KAPLAN'S NET WORTH APPRECIATION PARTICIPATION
AGREEMENT ("THE NET WORTH AGREEMENT").

                  Kaplan's consulting services to the Company under paragraph 2
through October 31, 2002 (or for such shorter period as such services shall
continue) shall constitute continued "employment" by the Company for all
purposes under the Net Worth Agreement and the termination of such services
shall constitute "termination" of Kaplan's employment.

                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.

                                         MAGNESIUM CORPORATION OF AMERICA

                                         By:      /s/   Michael Legge
                                             ----------------------------


                                                  /s/   Howard I. Kaplan
                                         --------------------------------
                                         Howard I. Kaplan, Employee


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<PAGE>

         Addendum to the "Amendment to Employment Agreement and Consulting
         Agreement"

         1.       The company has grossed up the employee's consulting fee to
                  include the costs of medical, vision, dental, and life
                  insurance benefits equivalent to regular employees throughout
                  the term of the consulting agreement. No further costs will be
                  paid by the company, but Kaplan will be able to exercise all
                  his normal rights under the postretirement medical plan and
                  life insurance plan and can exercise the Cobra option at his
                  own expense.

         2.       The employee will establish an office in his home in Las
                  Vegas, Nevada, and the Company will pay for those necessary
                  business expenses associated with that office, such as a fax
                  machine, extra telephone lines for fax and computer,
                  miscellaneous office supplies, equipment repair, etc.

         3.       The employee will be able to attend annual meetings of the IMA
                  and TMS at Company expense for the duration of the consulting
                  period. For the purpose of time spent, these meeting will be
                  assumed to take a maximum of 40 hours, regardless of the
                  location of the meetings.

         4.       The employee will travel as requested by the President or Vice
                  President of Sales and Marketing under the standard employee
                  expense and entertainment policy. This includes all travel
                  from the employee's home base of Las Vegas, Nevada. It is
                  anticipated that the employee will come to Salt Lake City at
                  Company request about 2 times per month for 3-4 days per time.
                  Expenses to be paid by the Company during these trips will be
                  airfare, car rental, hotel (Marriott or Little America), and
                  meals and miscellaneous expenses as per Magcorp expense
                  policy.

         5.       The employee will submit monthly time records documenting the
                  work hours spent under the base 80 hours of this agreement.
                  Additional hours beyond 80 in a month must be approved in
                  advance by the President of Magcorp or his designate. Such
                  hours will be reimbursed at a rate of $75/hour. Timekeeping
                  will be done to the nearest half-hour.

         6.       I intend to form a subchapter s corporation to receive the
                  payments and assume that this will cause no problems.




         /s/   Michael Legge  5/18/00          /s/  Howard I. Kaplan     5/18/00
         --------------------------------      ---------------------------------
         Magnesium Corporation of America      Howard I. Kaplan


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