EMPLOYMENT AGREEMENT

      AGREEMENT,  dated as of March 23,  1999,  by and  between  Wells  Aluminum
Corporation, a Maryland corporation (the "Corporation"),  and Lynn F. Brown (the
"Executive"), residing at 257 Long Point Road, Crownsville, Maryland 21032.

                              W I T N E S S E T H :

      WHEREAS, the Corporation desires to employ the Executive and the Executive
is willing to accept  such  employment  with the  Corporation,  on the terms and
conditions hereinafter set forth.

      NOW,  THEREFORE,  in consideration of the foregoing and for other good and
valuable consideration, the parties hereto do hereby agree as follows:

      1. Title and Duties of Executive. (a) During the term of his employment as
provided  in Section 3 below,  the  Executive  will be  employed  as Senior Vice
President, Sales and Marketing, of the Corporation,  and the Executive agrees to
be employed in such  capacities.  In these  capacities,  the  Executive  will be
subject to the overall  supervision of the President and Chief  Executive of the
Corporation.  In no event shall the  Executive be assigned  duties  inconsistent
with his status as an executive officer of the Corporation.

            (b) The  Executive  agrees to devote his full  business time and his
best efforts to the performance of his duties  hereunder and to the promotion of
the best interests of the  Corporation.  The Executive  further agrees to normal
and  reasonable  business  travel  related  to the  performance  of  his  duties
hereunder.

      2. Place of Employment.  The permanent place of the Executive's employment
shall be the  Baltimore,  Maryland  area.  If at any time the Board of Directors
shall  determine  it to be in the  best  interests  of the  Corporation  for the
Executive  to be  relocated  and the  Executive,  in the  exercise  of his  sole
discretion,  shall so elect, he may be relocated,  provided that the Corporation
shall reimburse the Executive's  reasonable  expenses incurred in moving himself
and his immediate family.
<PAGE>

      3. Term of Agreement.  The  employment of the  Executive  hereunder  shall
commence on March 23, 1999 and shall continue  through March 22, 2001,  unless a
Change in Ownership (as hereinafter defined) has occurred in which case the term
of this Agreement  shall extend two (2) years from the date of notification of a
Change  in  Ownership  to  the  Executive,   unless  sooner  terminated  by  the
Executive's death or as hereinafter provided in Section 6 below.

      4. Compensation. (a) The Corporation agrees to pay the Executive a salary,
payable  semi-monthly,  at the rate of $146,232.48 per annum, which salary shall
be subject to increase pursuant to review at least annually.

            (b) The  Executive  shall also be  eligible  to  participate  in any
executive incentive  compensation or bonus programs of the Corporation each year
he is employed by the Corporation.

      5.  Benefits  and  Expenses.  (a)  During  the  term  of  the  Executive's
employment hereunder,  the Executive shall, subject to the terms thereof and the
eligibility  requirements therefor, be eligible to participate in any insurance,
pension,  retirement or other benefit program  maintained by the Corporation for
executive employees.

            (b) In order to facilitate the  Executive's  carrying out his duties
hereunder,  the  Corporation  shall  promptly  reimburse  the  Executive for all
reasonable  expenses  paid or incurred by him in  promoting  the business of the
Corporation,  upon  presentation  by the  Executive  of an  itemized  accounting
therefor.

      6.  Termination.  (a) In the event of the Executive's  willful  misconduct
(not including negligence) in any material respect or his material breach of, or
material  failure to  perform,  his duties or  responsibilities  hereunder,  the
Corporation may terminate the Executive's  employment  hereunder at any time for
cause by  giving  written  notice  to the  Executive  stating  the cause of such
termination.  In no event shall the  Executive's  exercise  of his rights  under
Section 2 not to relocate be deemed to permit the  Corporation  to terminate his
employment under this Subsection 6(a).

            (b) If the  Executive  is unable to perform his duties  hereunder by
reason of mental or physical illness or other incapacity continuing for a period
of six (6) consecutive


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<PAGE>

months,  the Corporation may, at any time after the expiration of such six month
period  and prior to his  recovery  from such  illness or  incapacity,  elect to
terminate the Executive's  employment hereunder by giving written notice of such
election to the  Executive.  During such period of incapacity,  the  Executive's
salary hereunder shall be reduced by the amount of any disability  payments made
to him under programs maintained by the Corporation.

            (c) If the  Executive's  employment is terminated by the Corporation
for  any  reason  other  than as  provided  in  Subsection  6(a)  or  6(b),  the
Executive's  salary  shall  continue  through  the term of this  Agreement.  The
obligation of the  Corporation to continue  salary pursuant hereto is subject to
offset for the Executive's earnings from other full-time employment.

            (d) If the  Executive's  employment is terminated by the Corporation
for any  reason  other  than as  provided  in  Subsections  6(a)  or  6(b),  the
Corporation  shall also maintain in force the benefits referred to in Subsection
5(a) for six (6) months  after  termination,  to the extent  allowed by the then
existing benefit plans of the Corporation.

            (f) The Executive may terminate his employment hereunder at any time
by giving the Corporation ninety (90) days written notice.

      7. Change in  Ownership.  In the event that the  Corporation  shall at any
time be merged or  consolidated  with or into any  corporation  or  corporations
(other  than a  subsidiary  of the  Corporation),  or in the  event  that all or
substantially  all of the assets or all or substantially all of the stock of the
Corporation shall be sold or otherwise  transferred,  or in the event that Wells
Holdings Limited Partnership (or, upon distribution, their partners) shall sell,
transfer or  otherwise  dispose of an  aggregate of 80% or more of the shares of
common  stock  of  the  Corporation   transferred  to  Wells  Holdings   Limited
Partnership as successor to The Fulcrum III Limited  Partnership  and The Second
Fulcrum III  Limited  Partnership  (any of the  foregoing  events,  a "Change in
Ownership"),  the Corporation  shall give the Executive prompt written notice of
such event, and the term of this Agreement shall be  automatically  extended for
the period two (2) years after the date of such notification.


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<PAGE>

            (b) In the event of a Change in  Ownership,  the  provisions of this
Agreement  shall  inure  to the  benefit  of the  successor  of the  Corporation
resulting  from such merger or  consolidation  or the  purchaser in such sale of
assets.

      8.  Confidential  Information.  (a) The Executive agrees that,  during his
employment by the Corporation and at all times thereafter,  he will not disclose
to others,  directly or indirectly,  any unpublished  confidential  information,
which is in the nature of trade secrets, relating to the business,  prospects or
plans  of  the  Corporation.   Upon  termination  of  his  employment  with  the
Corporation,  the Executive  shall surrender to the Corporation any and all work
papers,  reports,  manuals,  documents and the like (including all originals and
copies   thereof)  in  his  possession   which  contain  any  such   unpublished
confidential information.

            (b) The Executive agrees that,  provided he is still employed by the
Corporation or is receiving  payments pursuant to Subsection 6(c) above, he will
not directly or indirectly  be engaged in the operation or management  of, or be
interested as owner, holder of 5% or more of the outstanding  equity,  creditor,
partner,  officer,  employee or otherwise  in, any business  competing  with the
business of the Corporation;  provided,  however,  that nothing contained herein
shall  prevent the  Executive  from working for a business or entity which has a
subsidiary,  division or separate branch which is competitive  with the business
of the Corporation,  but only if the Executive does not work for, participate in
or otherwise render services to such competitive subsidiary, division or branch;
and provided, further, that the Executive may elect to terminate his obligations
under this Subsection 8(b) by waiving,  irrevocably and in writing, any right to
further  compensation,  benefits or any other claim under this Agreement against
the Corporation and the directors, officers and employees of the Corporation.

            (c) The  Executive  agrees  that he will  not,  for a three (3) year
period  following  the date of the  termination  of his  employment  under  this
Agreement,  solicit or encourage any employee of the Corporation to work for the
Executive  or any  company,  partnership  or other  organization  in  which  the
Executive then works or with which the Executive then has a relationship or from
which the Executive then receives compensation.


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<PAGE>

            (d) In the  event of a breach or  threatened  breach of the terms of
this Section 6 by the Executive, the Corporation shall, in addition to all other
remedies, be entitled to a temporary or permanent injunction and/or a decree for
specific performance,  in accordance with the provisions hereof, without showing
any actual damage or that monetary  damages would not provide an adequate remedy
and without any bond or other security being required.

      9.  Notices.  Any and all notices or consents  required or permitted to be
given  under any of the  provisions  of this  Agreement  shall be in writing and
shall be deemed to have been duly given and received when  delivered  personally
or three (3) days after  mailing,  if mailed by  registered  or certified  mail,
return receipt requested,  as to the Executive,  at his address appearing above,
and as to the  Corporation,  at its principal office at that time. The Executive
may change his mailing  address for the purposes of this  Agreement by notice to
the Corporation as herein provided.

      10.  Authority.  This Agreement has been duly  authorized on behalf of the
Corporation  by the  Compensation  Committee  of its  Board  of  Directors.  The
Executive  represents  that he is free to enter into this Agreement and that his
entering into this Agreement does not violate any obligation  that he has to any
other person, firm or corporation.

      11. Separability.  In the event that any provision of this Agreement would
be held invalid or unenforceable for any reason unless narrowed by construction,
this Agreement shall be construed as if such invalid or unenforceable  provision
had been more  narrowly  drawn so as not to be  invalid  or  unenforceable.  If,
notwithstanding the foregoing,  any provision of this Agreement shall be held to
be invalid or unenforceable for any reason,  such invalidity or unenforceability
shall attach only to such  provision  and shall not affect or render  invalid or
unenforceable any other provision of this Agreement.

      12. Miscellaneous.  (a) This Agreement sets forth the entire understanding
of the  Corporation  and the Executive with respect to the subject matter hereof
and cannot be amended or modified except by a writing signed by both parties.


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<PAGE>

            (b) Except as otherwise  expressly  provided herein,  this Agreement
shall be binding upon and inure to the benefit of the parties hereto,  and their
respective successors and assigns, heirs and personal representatives.

            (c) The  Section  headings  contained  herein  are for  purposes  of
convenience  only and are not  intended to define or limit the  contents of said
Sections.

            (d) This  Agreement  shall be deemed to be a contract under the laws
of the State of Maryland and shall be construed and enforced in accordance  with
such laws.

            (e) This Agreement may be executed in two counterparts  which, taken
together, shall constitute a single original document.

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

                                   WELLS ALUMINUM CORPORATION:

                                   By /s/ Russell W. Kupiec
                                      --------------------------
                                          Russell W. Kupiec
                                   President & Chief Executive Officer

                                   EXECUTIVE:

                                   /s/ Lynn F. Brown
                                   ----------------------------
                                   Lynn F. Brown


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