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                                                                   Exhibit 10.19



                         TERMINATION BENEFITS AGREEMENT


     This Termination Benefits Agreement ("Agreement") is entered into as of
the 13th day of  December, 1996, by and between Hart & Cooley, Inc., a Delaware
corporation ("Company") and Lawrence B. Lee ("Employee").


                                  WITNESSETH:

     WHEREAS, Employee is a key employee of the Company;

     WHEREAS, the Company considers that providing Employee with certain
employment termination benefits will operate as an incentive for Employee to
remain employed by the Company during the period that the Company is
negotiating a change in control or ownership of the Company or its parent,
Falcon Building Products, Inc. (Falcon);

     WHEREAS, this Agreement is intended to provide benefits only in the event
of a change in control or ownership of the Company or Falcon prior to September
30, 1997 (the "Expiration Date");

     NOW THEREFORE, to induce Employee to remain employed by the Company
through the Expiration Date, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Employee agree as follows:

     1. Definitions.

            (a)  "Change in Control" shall mean the sale by the
                 Company or Falcon of all or substantially all of their assets
                 and business to a person or entity other than a Related Person
                 or the sale of fifty-one percent (51%) or more of the voting
                 securities and capital stock of the Company or Falcon to a
                 person or entity other than a Related Person.  "Related
                 Person" shall mean any person or entity directly or indirectly
                 owned and controlled by Samuel Zell or Equity Holdings Limited
                 ("EHL").

            (b)  "Termination Date" shall mean the date of
                 termination of Employee's employment relationship with the
                 Company.

            (c)  "Termination Payments" shall mean any payment or
                 distribution of compensation or benefits made pursuant to
                 Section 3 of this Agreement.

            (d)  "Termination With Cause" shall mean termination
                 of Employee by the Company for any of the following reasons:

                  (i)  the failure of Employee to render
                       services to the Company in substantial accordance with
                       the terms of his employment, which failure amounts to
                       gross neglect of his duties to the Company;

                  (ii) any violation of Section 6 of this
                       Agreement or any employment agreement which Employee may
                       have with the Company;

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                  (iii) taking any role in any buy-out of
                        the Company or Falcon without the approval of the
                        Company's majority shareholder; or

                  (iv)  Employee's commission of any act of
                        fraud, theft or embezzlement against the Company.

           (e)    "Voluntary Termination" shall mean the voluntary
                  resignation by Employee of his employment with the Company
                  other than a voluntary resignation following either:

                  (i)   any reduction in compensation
                        consisting of base salary and incentive bonus;

                  (ii)  a substantial diminution of his
                        responsibilities; or

                  (iii) a relocation by the Company of
                        Employee's place of employment outside a twenty (20)
                        mile radius of Employee's current place of employment.

      2.   Termination of Employee.  In the event of Employee's
           termination of employment with the Company within two (2) years
           immediately following the date on which there was a Change in
           Control or ownership of the Company or Falcon, the Company shall
           provide Employee with the Termination Payments outlined in Section
           3, unless the termination is for any of the following reasons:

           (a)    Termination With Cause;

           (b)    Voluntary Termination;

           (c)    The death of the Employee.  Nothing in this
                  section shall affect any entitlement of Employee's heirs to
                  the benefits of any life insurance plan; or

           (d)    Termination as a result of Employee's incapacity
                  (i.e., if in the reasonable opinion of the Company, Employee
                  is prevented from properly performing his duties by reason of
                  any physical or mental incapacity for a period of more than
                  one hundred twenty (120) days, in the aggregate, in any twelve
                  (12) month period).  Nothing in this section shall affect
                  Employee's rights under any disability plan in which he is a
                  participant.

      3.   Termination Payments.  In the event that Employee is entitled
           to Termination Payments pursuant to the terms of Section 2:

           (a)    Compensation.  The Company shall pay Employee an
                  amount equal to two (2) years base salary plus par bonus as of
                  the Termination Date, without giving effect to any reduction
                  in base salary or incentive  bonus prior to the Termination
                  Date; payable within thirty (30) days of the Termination Date
                  following the Change in Control.

           (b)    Employee Benefits:

                  (i)   Vacation.  Any accrued vacation pay
                        due but not yet taken at the Termination Date shall be
                        paid to Employee within thirty (30) days following the
                        Termination Date.

                  (ii)  Health Benefits.  If Employee
                        participated in any health benefit plan in effect
                        immediately prior to the Termination Date, and if
                        Employee elects 

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                       to continue participating in such plan pursuant
                       to the terms of said plan and the Comprehensive Omnibus
                       Budget Reconciliation Act ("COBRA"), the Company shall
                       pay for the costs of Employee's participation in such
                       plan from the Termination Date until the earlier of:
                       (a) the date which is twenty-four (24) months following
                       the Termination Date; or (b) the date of Employee's
                       eligibility in any health benefit plan offered by
                       Employee's new employer, if any.  Employee shall notify
                       the Company in writing within thirty (30) days of any
                       new employment.

                 (iii) Retirement And Profit-Sharing Plans.
                       Notwithstanding anything in this Agreement to the
                       contrary, Employee's rights in any retirement, pension
                       or profit-sharing plans offered by the Company shall be
                       governed by the rules of such plans as well as by
                       applicable law; provided, however, that on the
                       Termination Date, Employee shall become fully vested in
                       all pension and 401(k) account balances.

                  (iv) Outplacement Assistance.  The Company
                       will provide Employee up to one year of employment
                       outplacement services with a nationally recognized
                       executive placement company.

      4.   At-Will Employment.  The Company and Employee have, and will
           continue to have, an at-will employment relationship.  That is,
           either party can terminate the employment relationship for any
           reason at any time.  Nothing contained in this Agreement shall be
           interpreted to amend or alter this at-will employment relationship.

      5.   Limitation of Payment.  Notwithstanding anything in this
           Agreement to the contrary, if receipt of the Termination Payments
           would subject Employee to tax under Section 4999 of the Internal
           Revenue Code of 1986, as amended, the Termination Payments shall be
           "grossed up" to an amount that would allow the Employee to receive
           the net after-tax amount he would have received but for the
           application of said Section 4999.

      6.   Continuing Obligations.  In order to induce the Company to
           enter into this Agreement, Employee hereby agrees that all
           documents, records, techniques, business secrets and other
           information which have come into his possession from time to time
           during his continued employment by the Company or which may come
           into his possession during his employment hereunder, shall be deemed
           to be confidential and proprietary to the Company, and Employee
           further agrees to retain in confidence any confidential information
           known to him concerning the Company and its respective businesses so
           long as such information is not publicly disclosed.  Employee
           further agrees to cooperate fully as requested from time to time by
           the controlling shareholder of the Company, the Company's Board of
           Directors, or Company Management in connection with any transaction
           involving the possible sale of the Company or Falcon.  Employee
           further agrees not to speak about a possible sale of the Company or
           Falcon with or otherwise respond to requests to or from any third
           parties involving the possible sale of the Company or Falcon, unless
           specifically authorized to do so by the Company or the controlling
           shareholder of the Company.  The obligations of Employee under this
           Section 6 shall be in addition to, and shall not limit, any other
           obligation of Employee to the Company with respect to the matters
           set forth herein or otherwise.

      7.   Assignments and Transfers.  Employee agrees that he will not
           assign, sell, transfer, delegate or otherwise dispose of, whether
           voluntarily or involuntarily, or by operation of law, any rights or
           obligations under this Agreement, nor shall Employee's rights be
           subject to encumbrance or the claims of creditors.  Any purported
           assignment shall be null and void.  This Agreement shall inure to
           the benefit of and be enforceable by Employee's 


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           personal or legal representatives, executors, administrators,
           successors, heirs, distributees, devisees and legatees.  This
           Agreement shall be binding upon and shall inure to the benefit of
           the Company and its successors and assigns, and the Company shall
           require any successor or assign to expressly assume and agree to
           perform this Agreement in the same manner and to the same extent
           that the Company would be required to perform it if no such
           succession or assignment had taken place, except no assumption shall
           be required if this Agreement is automatically assumed by operation
           of law.  The term "the Company" as used herein shall include such
           successors and assigns.  The term "successors and assigns" as used
           herein shall include a corporation or other entity acquiring at
           least 51% of the outstanding shares of the Company or Falcon or all
           or substantially all of the assets and business of the Company or
           Falcon.

      8.   Notices.  For purposes of this Agreement, notices and all
           other communications provided for herein shall be in writing and
           shall be deemed to have been duly given and received when delivered
           or mailed by United States registered or certified mail, return
           receipt requested, postage prepaid, addressed to the Company at:

                       Hart & Cooley, Inc.
                       500 East Eighth Street
                       Holland, Michigan  49423
                       Attn: President

           and to Employee at:

                       Lawrence B. Lee
                       3155 N. 168th Avenue
                       Holland, MI  49424


           or such address as either party may have furnished to the other in
           writing in accordance herewith, except that notices of change of
           address shall be effective only upon receipt.

      9.   Governing Law.  The validity, interpretation, construction
           and performance of this Agreement shall be governed by the laws of
           the State of Michigan.

      10.  Entire Agreement.  The terms of this Agreement are intended
           by the parties to be the final expression of their agreement with
           respect to Employee's termination benefits and may not be
           contradicted by evidence of any prior or contemporaneous Agreement.

      11.  Amendments; Waivers.  This Agreement may not be modified,
           amended, or terminated except by an instrument in writing, signed by
           Employee and by a duly authorized representative of the Company
           other than Employee.  No failure to exercise and no delay in
           exercising any right, remedy, or power hereunder shall operate as a
           waiver thereof, nor shall any single or partial exercise of any
           right, remedy, or power hereunder preclude any other or further
           exercise thereof or the exercise of any other right, remedy, or
           power provided herein or by law or in equity.

      12.  Severability; Enforcement.  If any provision of this
           Agreement, or the application thereof to any person, place or
           circumstance, shall be held by a court of competent jurisdiction to
           be invalid, unenforceable, or void, the remainder of this Agreement
           and such provisions as applied to other persons, places, and
           circumstances shall remain in full force and effect.

      13.  Arbitration.  The parties agree to submit any dispute arising
           under this Agreement to arbitration.  Arbitration shall be by a
           single arbitrator in the Holland, Michigan area 


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           experienced in the matters at issue selected by the Company and
           Employee in accordance with the commercial arbitration rules of the
           American Arbitration Association.  The decision of the arbitrator
           shall be final and binding as to any manner submitted to him under
           this Agreement.  All costs and expenses incurred in connection with
           any such arbitration proceeding shall be borne by the party against
           whom the decision is rendered as provided by the arbitrator.

     14. Release.

            (a)  Employee, on behalf of himself, his heirs,
                 executors, legal representative, successors and assigns,
                 hereby fully and forever releases and discharges EHL, Falcon,
                 the Company, and their respective affiliates, subsidiaries,
                 parents, predecessors and successors, and each of their
                 officers, directors, trustees, employees, agents and
                 attorneys, past and present (the "Releasees"), from any and
                 all claims, demands or causes of action, whether now known or
                 unknown, which have existed, which do exist, or which may
                 exist in the future, arising out of or relating in any way to
                 Employee's employment with the Company, his employment
                 compensation, his termination of employment or his employment
                 arrangement, the sale of the stock or assets of the Company or
                 Falcon and/or any other occurrence up to and including the
                 effective date of this Agreement, except those claims
                 statutorily precluded from waiver or release by private
                 parties and except those alleging breach of this Agreement.
                 Without in any way limiting the generality of the foregoing
                 language, this release includes any claims for relief or
                 causes of action under the Age Discrimination in Employment
                 Act, as amended, 29 U.S.C. Section 621, et seq., and any other
                 federal, state or local statute, ordinance or regulation
                 dealing in any respect with discrimination in employment, and
                 in addition thereto, any claims under any Company severance
                 policy, practice or procedure, and any claims, demands or
                 actions brought on the basis of alleged wrongful or
                 retaliatory discharge and/or alleged breach of an implied or
                 explicit, written or oral employment or other contract or
                 covenant under the common law of any state, including, but not
                 limited to, Michigan.

            (b)  Employee further agrees not to directly or
                 indirectly pursue or initiate any action or legal proceeding
                 of any kind against the Releasees arising out of or related to
                 the claims released in Section 15(a) above, or the sale of the
                 stock or assets of the Company or Falcon and also waives any
                 right to recover any relief as a result of any such
                 proceedings initiated on his behalf.

     15. Termination Date.  This Agreement shall be null and void in the event
that a Change in Control does not occur on or before the Expiration Date.



     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year set forth above.



                  HART & COOLEY, INC.,           Lawrence B. Lee
                  a Delaware corporation

                                                 /s/ Lawrence B. Lee
                                                 -------------------
                  By: /s/ Gus J. Athas           signature
                  ----------------------
                        Gus J. Athas
                  Its:  Vice-President



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