Exhibit 10.20
                          EXECUTIVE SEVERANCE AGREEMENT
                  This AGREEMENT, dated as of September 27, 1996 is entered into
by and between Titanium Hearth  Technologies,  Inc., a Delaware corporation (the
"Company") and William C. Acton ("Executive").

                              TERMS AND CONDITIONS

                  In consideration of the respective covenants and agreements of
the parties contained in this Agreement, the parties agree as follows:

                  1. GENERAL.  This Agreement is not an employment  contract nor
does it in any way alter the status of Executive  as an at-will  employee of the
Company serving at the pleasure of the Company's Board of Directors. Executive's
employment with the Company may be terminated without notice (except as required
by section 2 hereof) at any time, for any reason by the Company or by Executive.

                  Executive  shall be entitled  to the  severance  benefits  set
forth in section 3 of this Agreement upon termination of Executive's  employment
by the  Company  unless  such  termination  is for  Cause  (as  defined  below).
Executive's  termination  of  employment  with the  Company  by virtue of death,
disability  (as defined  below),  or  retirement  shall not be  considered  as a
termination of Executive by the Company. For purposes of this Agreement, "Cause"
shall  mean (i)  Executive's  conviction  of any  criminal  violation  involving
dishonesty,  fraud or breach of trust or any felony,  or (ii) Executive's  gross
negligence or misconduct in the  performance  of his duties that  materially and
adversely  affects the  financial  condition of the Company or could  reasonably
have a material and adverse effect on the Company or its business. The Executive
shall be deemed to have a  "disability"  if,  by  reason of  physical  or mental
incapacity, Executive becomes unable to perform his normal duties, and Executive
shall be deemed to have a disability if Executive is absent from  employment for
more than 90 days in the aggregate  (excluding  infrequent and temporary absence
due to ordinary transitory illness) during any 12-month period.


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                                      - 4 -

                  Executive  shall be entitled  to the  severance  benefits  set
forth in section 3 of this Agreement upon termination of Executive's  employment
with the Company by Executive only if such  termination is for Good Reason.  For
purposes of this Agreement, Executive shall be deemed to have resigned for "Good
Reason" if Executive  resigns from  employment  with the Company  within 90 days
following the occurrence of any one of the following events without  Executive's
consent:   (i)  the   assignment  of  Executive  to  any  duties   substantially
inconsistent  with his  position,  duties,  responsibilities  or status with the
Company immediately prior to such assignment,  or a substantial reduction of the
duties or  responsibilities,  as  compared  with the duties or  responsibilities
immediately  prior to such  reduction;  or (ii) a Substantial  Reduction in Pay,
which  shall  mean a  substantial  reduction  by the  Company  in the  amount of
Executive's  annual base salary as in effect as of the date of this Agreement or
as the same may be  increased  from time to time,  except  for  across-the-board
salary reductions similarly affecting all executives of the Company.

                  2.  NOTICE OF CERTAIN  TERMINATIONS.  In the event that either
(i) the Company  shall  terminate  Executive for Cause or (ii)  Executive  shall
resign for Good  Reason,  then any such  termination  shall be  communicated  by
written  notice  to the other  party.  Any such  notice  shall  specify  (i) the
effective date of termination (the "Termination  Date"), which shall not be more
than 30 days  after the date the  notice is  delivered;  and (ii) in  reasonable
detail  the  facts  and  circumstances   underlying  a  determination  that  the
termination  is for Cause or for Good  Reason,  as the case may be. If within 15
days after any notice is given,  the party  receiving  such notice  notifies the
other  party in good faith  that a good  faith  dispute  exists  concerning  the
characterization  of the termination,  the Termination Date shall be the date on
which such  dispute  is finally  resolved  either by  written  agreement  of the
parties or by a final judicial  determination.  Notwithstanding  the pendency of
any such dispute,  the Company shall  continue  Executive and his  dependents as
participants in all medical,  dental and any other health  insurance and similar
benefit  plans of the  Company in which he or they were  participating  when the
notice  giving  rise to the  dispute  was  given,  until the  dispute is finally
resolved.  Benefits  provided  under this section 2 are in addition to all other
amounts due under this Agreement and shall not be offset against,  or reduce any
other amounts due under, this Agreement.

                  3. SEVERANCE BENEFITS.  Subject to the conditions set forth in
section  1, if  Executive  is  terminated  by the  Company  without  Cause or if
Executive  resigns for Good Reason,  within 15 days after the Termination  Date,
the Company shall pay to Executive  (subject to any applicable  payroll or other
taxes  required to be  withheld)  a lump sum amount  equal to  Executive's  base
salary as of the Termination Date for a period of 18 months, provided,  however,
that if the Termination Date occurs after the third anniversary of the effective
date of this Agreement,  such amount shall equal  Executive's  base salary as of
the Termination Date for a period of 12 months,  and provided  further,  that if
Executive  resigns for Good Reason  following a  Substantial  Reduction  in Pay,
Executive's  base salary for this purpose shall be such base salary prior to the
Substantial  Reduction in Pay. In addition,  upon any termination of Executive's
employment  with the Company,  the Company  shall,  within 15 days following the
Termination Date, pay to Executive  (subject to any applicable  payroll or other
taxes  required to be withheld) an amount equal to (i) accrued but unpaid salary
through the Termination Date and (ii) unpaid salary with respect to any vacation
days accrued but not taken as of the Termination Date.

                  Executive  is  not  required  to  seek  other   employment  or
otherwise mitigate the amount of any payments to be made by the Company pursuant
to this Agreement.  The payments provided in this Agreement shall not be reduced
by any  compensation  earned by Executive as the result of employment by another
employer after the Termination Date, or otherwise.


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                  4.       CONFIDENTIALITY AND PROPRIETARY RIGHTS.

     (a)  Executive  recognizes  and  acknowledges  that the trade  secrets  and
proprietary  information  and procedures of the Company and its  affiliates,  as
they may exist from time to time, are valuable, special and unique assets of the
Company  and its  affiliates'  business,  access to and  knowledge  of which are
essential to the performance of Executive's  duties hereunder.  Executive agrees
to hold as the Company  and its  affiliates'  property,  all  memoranda,  books,
papers, letters,  formulas and other data, and all copies thereof and therefrom,
in any way  relating to the Company and its  affiliates'  business  and affairs,
whether made by him or otherwise coming into his possession,  and on termination
of his employment,  or on demand of the Company or any of its affiliates, at any
time, to deliver the same to the Company or any of its affiliates.

     (b) Executive  hereby agrees he will not at any time during his  employment
or thereafter  disclose to any third party (other than in the ordinary course of
business  of the  Company or any of its  affiliates)  or use for the  benefit of
himself or any third party any Confidential Information (as such term is defined
in section 4(d) below) without prior written authorization of the Company or one
of its affiliates.

     (c) Executive hereby sells, transfers and assigns to the Company all of his
entire  right,  title and  interest to the  Proprietary  Rights (as such term is
defined in section  4(e) below) and agrees to promptly  take all action and sign
and deliver all  instruments as the Company or any of its affiliates may require
at any time hereafter: (i) to vest or perfect in the Company and its successors,
assigns and  nominees all right,  title and  interest in and to the  Proprietary
Rights;  (ii) to  assist  the  Company  or any of its  affiliates  in  filing or
prosecuting any application for registration, in Executive's name, the Company's
name, the name of any of its  affiliates or any other name, in any country,  for
any patent, trademark,  service mark, copyright, mask work or other registration
on the Proprietary Rights, or any modification, reissue, division, continuation,
revival or extension thereof; or (iii) in conducting any legal or administrative
proceedings  for  securing,  protecting  or  enforcing  any of the  foregoing or
otherwise  relating  to the  Proprietary  Rights.  Executive  further  agrees to
disclose  to the  Company or any of its  affiliates  promptly  all  information,
details  and data  pertaining  to the  Proprietary  Rights  to the  extent  such
information,  details or data are not  presently  known to the Company or any of
its affiliates.

     (d) As  used in  this  Agreement,  "Confidential  Information"  shall  mean
information  which is not generally known to the public in the form available to
Executive and which was or is used,  developed or obtained by the Company or any
of  its  affiliates  relating  to the  business  of  the  Company  or any of its
affiliates,  or research  and  development,  including,  but not limited to, all
client or customer lists,  marketing  strategies and techniques,  trade secrets,
engineering or other know-how or other  information  pertaining to the financial
condition, business, research and development or prospects of the Company or any
of its affiliates.


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     (e) As used in this Agreement  "Proprietary  Rights" shall mean any and all
inventions,  discoveries,  research,  engineering  methods,  systems,  formulas,
designs, mask works, copyrights,  software, data, processes, products, projects,
improvements  and  developments  all  whether  or not  published,  confidential,
protected or  susceptible  of  protection  by patent,  trademark,  service mark,
copyright or other form of legal  protection  and whether or not any attempt has
been made to secure such  protection,  which were made,  conceived or reduced to
practice at any time by Executive or by any other  employee or consultant of the
Company or any of its  affiliates,  or in whole or in part at the expense of, on
the premises of, or with the assistance of the employees or consultants of, with
the  equipment  or supplies or those of the  employees  or  consultants  of, the
Company  or  any  of  its  affiliates,   and  any  and  all  other  Confidential
Information.

                  5.       NON-COMPETITION AND NON-SOLICITATION AGREEMENT.

     (a) In  consideration  of the  Company's  agreements  as set  forth in this
Agreement,  as well as  other  agreements,  Executive  agrees  that  during  his
employment and for a period of two (2) years thereafter (provided, however, that
such two year period shall be extended by any period  during which  Executive is
in violation of this section 5), he will not in any way, directly or indirectly,
except in the proper exercise of his employment pursuant to this Agreement:

                  (i) engage in, represent,  furnish consultant  services to, be
         employed  by,  or have  any  interest  (whether  as  owner,  principal,
         director,   officer,  partner,  agent,  consultant,   stockholder,   or
         otherwise) in any business that is engaged in designing,  constructing,
         fabricating  or operating a hearth  melting  furnace for the melting of
         (A)  titanium or titanium  alloys or (B) any other  specialty  metal in
         which the Company or any of its  affiliates is actively  doing business
         as of the  Termination  Date.  Such  restrictions  shall  apply  in the
         specific  geographic and customer  markets served by the Company or any
         of  its  affiliates  at  any  time  during  or  upon   termination  of,
         Executive's  employment  (which shall include but not be limited to the
         United States).  This section 5(a)(i) shall not prevent  Executive from
         owning up to one percent (1%) of the outstanding  stock of any publicly
         traded company which competes with the Company provided  Executive does
         not participate in the business of such entity;

                  (ii) (A) solicit,  offer employment to,  otherwise  attempt to
         hire,  or assist in the hiring of any employee of the Company or any of
         its  affiliates,  (B) encourage,  induce,  assist,  or assist others in
         inducing any such person to terminate  his or her  employment  with the
         Company or any of its affiliates,  or (C) in any way interfere with the
         relationship  between  the Company or any of its  affiliates  and their
         employees; or


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                  (iii) (A)  contact or solicit,  or direct or assist  others to
         contact or  solicit,  for the  purpose of  promoting  any  person's  or
         entity's  attempt to compete with the Company or any of its affiliates,
         in any  business  carried on by the  Company  or any of its  affiliates
         during  Executive's  employment,  any  customers,  suppliers  or  other
         business  associates of the Company or any of its affiliates  that were
         existing or identified prospective  customers,  suppliers or associates
         during Executive's employment, or (B) otherwise interfere in any way in
         the  relationships  between  the Company or any of its  affiliates  and
         their customers, suppliers and business associates.

     (b) If Executive  resigns prior to the third  anniversary  of the Effective
Date (as defined in section 17 of this Agreement)  under  circumstances in which
Executive is not entitled to  severance  benefits  pursuant to section 3 of this
Agreement, then the Company will (unless the obligations of Executive under this
section 5 have been waived by the Company) pay to the Executive  (subject to any
applicable  payroll or other taxes  required to be  withheld) an amount equal to
Executive's  base salary as of the  Termination  Date,  payable in equal monthly
installments of 1/24 of such base salary.

     (c) Executive  agrees that this covenant is reasonable  with respect to its
duration,  geographic area and scope. It is the desire and intent of the parties
that the  provisions  of this section 5 shall be enforced to the fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which  enforcement is sought.  Accordingly,  if any  particular  portion of this
section 5 shall be  adjudicated to be invalid or  unenforceable,  this section 5
shall be deemed amended to delete  therefrom the portion thus  adjudicated to be
invalid  or  unenforceable,  such  deletion  to apply  only with  respect to the
operation  of this  section  5 in the  particular  jurisdiction  in  which  such
adjudication is made.

                  6. FURTHER  ASSISTANCE.  During Executive's  employment by the
Company and thereafter, Executive will not make any disclosure, issue any public
statements or otherwise cause to be disclosed any information which is designed,
intended or might reasonably be anticipated to discourage suppliers or customers
of the Company or any of its affiliates or otherwise  have a negative  impact or
adverse effect on the Company or any of its  affiliates.  Following  Termination
Date,  Executive will provide assistance  reasonably requested by the Company in
connection with actions taken by Executive during Executive's  employment by the
Company, including but not limited to assistance in connection with any lawsuits
or other  claims  against the Company  arising  from events  during  Executive's
employment by the Company.

                  7.  COMPLETE  AGREEMENT.   This  Agreement,   those  documents
expressly referred to herein and other documents executed by the parties of even
date embody the complete agreement between the parties in respect to the subject
matter of this  Agreement,  and supersede and preempt any prior  understandings,
agreements or  representations  by or among the parties,  written or oral, which
may have related to the subject matter hereof in any way. The provisions  herein
shall  be  regarded  as  divisible,  and if any of such  provisions  or any part
thereof are declared invalid or unenforceable,  the validity and  enforceability
of the  remainder  of such  provisions  or parts  thereof and the  applicability
thereof shall not be affected  thereby.  All rights of Executive and Executive's
beneficiaries  under this Agreement shall at all times be entirely  unfunded and
no provision shall at any time be made with respect to segregating assets of the
Company or payment of any  amounts  due  hereunder.  Neither  Executive  nor his
beneficiaries  shall have any interest in or rights against any specific  assets
of the Company,  and  Executive and his spouse or other  beneficiary  shall have
only the rights of a general unsecured creditor of the Company.


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     8. COUNTERPARTS.  This Agreement may be executed in separate  counterparts,
each of which is  deemed  to be an  original  and all of  which  taken  together
constitute one and the same agreement.

                  9. SUCCESSORS AND ASSIGNS.  This Agreement is intended to bind
and inure to the benefit of and be  enforceable  by  Executive,  the Company and
their  respective  successors  and  assigns;  provided  that in no  event  shall
Executive's  obligations  under this  Agreement be delegated or  transferred  by
Executive,  nor shall  Executive's  rights be subject to  encumbrance  or to the
claims of Executive's  creditors.  This Agreement is for the sole benefit of the
parties  hereto and shall not create any rights in third  parties other than the
Company's affiliates.

                  10.  REMEDIES.  The  Company  will be  entitled to enforce its
rights under this Agreement  specifically,  to recover  damages by reason of any
breach of any  provision of this  Agreement  and to exercise all other rights to
which it may be entitled.  Executive agrees and acknowledges  that money damages
may not be an adequate remedy for breach of the provisions of this Agreement and
that the Company may in its sole discretion  apply to any court of law or equity
of competent  jurisdiction for specific  performance and/or injunctive relief in
order to enforce or prevent any violations of the provisions of this  Agreement.
In the event that either party files an action against the other in any court to
collect,  enforce,  protect or preserve  its rights  under this  Agreement,  the
prevailing party in such action shall be entitled to receive  reimbursement from
such other party of all  reasonable  costs and  expenses,  including  attorneys'
fees,  which such  prevailing  party  incurred in  prosecuting or defending such
action, as the case may be.

                  11.  REPRESENTATIONS  AND  WARRANTIES OF EXECUTIVE.  Executive
represents  and warrants that he has full power and authority to enter into this
Agreement and to perform his obligations  hereunder.  This Agreement constitutes
the valid and legally binding obligation of Executive, enforceable in accordance
with its terms and conditions.  The execution and delivery of this Agreement and
the consummation of the transactions  contemplated  hereby will not (a) conflict
with,  result  in a  breach  of,  constitute  a  default  under,  result  in the
acceleration  of, create in any party the right to accelerate,  terminate modify
of cancel or require any notice under any contract,  lease,  sublease,  license,
franchise,  permit,  indenture,   agreement  or  mortgage  for  borrowed  money,
instrument of indebtedness,  security  interest or other obligation or liability
to which  Executive  is a party  or by which he is bound or to which  any of his
assets is subject  (including but not limited to employment,  nondisclosure  and
confidentiality  agreements)  or (b)  violate  any  statute,  regulation,  rule,
judgment,  order,  decree or other  restriction  of any  government,  government
agency or court to which Executive is subject.

                  12. CHOICE OF LAW. All questions  concerning the construction,
validity and  interpretation  of this Agreement will be governed by the internal
law, and not the law of conflicts, of the State of Colorado.


<PAGE>


                  13.  MODIFICATIONS AND WAIVERS. No provision of this Agreement
may be modified,  altered or amended except by an instrument in writing executed
by the parties hereto.  No waiver by any party hereto of any breach by any other
party hereto of any term or provision of this  Agreement to be performed by such
other  party  shall  be  deemed a  waiver  of  similar  or  dissimilar  terms or
provisions at the time or at any prior or subsequent time.

     14. HEADINGS.  The headings  contained herein are solely for the purpose of
reference,  are not part of this  Agreement  and shall not in any way affect the
meaning or interpretation of this Agreement.

                  15. NOTICES.  Except as otherwise  expressly set forth in this
Agreement,  all  notices,  requests  and  other  communications  to be  given or
delivered  under or by reason of the  provisions of this  Agreement  shall be in
writing and shall be given (and, except as otherwise provided in this Agreement,
shall be  deemed to have been  duly  given if so  given)  in  person,  by cable,
telegram, facsimile transmission,  mailed by first class registered or certified
mail,  postage,  prepaid  or sent by  overnight  courier  to the  parties at the
following  addresses  (or such other address as shall be furnished in writing by
like  notice,  provided,  however,  that  notice of change of  address  shall be
effective only upon receipt):

                  NOTICES TO EXECUTIVE:

                  215 Welsh Pool Road
                  Lionville, Pennsylvania 19353

                  NOTICES TO THE COMPANY:

                  1999 Broadway, Suite 4300
                  Denver, Colorado 80202
                  Attn.: General Counsel

     16. EXPENSES.  Each party will pay its own expenses in connection with this
Agreement and the performance of the transactions  and obligations  contemplated
by this Agreement.

                  17.   EFFECTIVE  DATE.  This  Agreement  is  entered  into  in
anticipation of the acquisition,  by the Company,  of  substantially  all of the
assets of Axel Johnson Metals, Inc. pursuant to an asset purchase agreement. The
parties agree that this  Agreement  shall become  effective  upon the closing of
such  acquisition (the "Effective  Date"),  but shall be null and void and of no
further  effect if such  acquisition  does not close on or prior to December 31,
1996.

                                    U U U U U


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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed on the day and year first above written.

                                             EXECUTIVE

                                             /S/ ROBERT E. MUSGRAVES

                                             TITANIUM HEARTH TECHNOLOGIES, INC.

                                             BY: ROBERT E. MUSGRAVES
                                             Its:President

20047