Vice President of Sales Employment Agreement

December 27, 1996


David L. Neilson 1624 Greenleaf Royal Oak, Michigan 48067


Dear David,


On behalf of Intermet Corporation, we are pleased to offer you the position of Vice President of Sales & Marketing. The following proposes the conditions of our Employment Conditions Agreement offer to you:


TITLE & POSITION: Vice President, Sales & Marketing, Corporate Officer and
member of Intermet Operating Committee.


BASE SALARY: $200,000. per year (Two Hundred Thousand Dollars)


PROFIT SHARING: A fiscal year annual profit sharing per "Intermet
designated Sr. Officers Profit Sharing Plan". Your share
will be 0.2% (.0020) of Intermet's audited annual pretax
earnings before minority interest and profit sharing,
payable by April of the following year. (Partial years will
be paid pro-rata.) Further, we guarantee a bonus of
$120,000, (One Hundred & twenty Thousand Dollars), or the
above plan, which ever is higher for your first two
years of employment.


SIGNING BONUS: Stock grant of 2500 Intermet common shares at
commencement of employment and, 7500 restricted
Intermet common shares (in your name) held in escrow, with
full voting rights and dividends, if any, paid directly to
you. The restricted stock will vest at a rate of 2500
shares each employment anniversary. Intermet will gross up
the imputed income to make the signing bonus
transactions tax-free to you.


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page 2 Neilson proposal


STOCK OPTIONS: 20,000 shares, priced on the first full day of employment. EMPLOYMENT CONTRACT: Twenty four (24) months. After the first 12 months the
agreement becomes a one year "Evergreen," i.e., each
additional day you are employed adds another day to the
to the employment contract. (The employment contract is
subject to the additional terms listed in "Attachment
A.")


COUNTRY CLUB: Membership in your name. Company paid initiation fees,
(grossed up if required), at an appropriate Club conducive
to Intermet business interests. Five thousand dollars,
annually, supplement to base salary for dues support. All
other costs, except Intermet business expenses, shall be
your personal obligation. Additionally, Intermet owned
Dearborn TPC club membership privileges will be
available to you.


*COMPANY CAR: Per the Company policy for the Operating Committee.
( American made light vehicle up to equivalent of
Buick Park Avenue Ultra.)


*VACATION TIME: Four weeks annually


*OTHER BENEFITS: All other benefits available to Intermet Sr. Management,
including comprehensive health care; 401(k) with
company match of 50% on the first 4% of employee
salary deferral (subject to tax law limitations); company
paid ESOP, equivalent to 3% of base; and more.


*Note: Asterisked benefits are the same as provided all other operating committee members.


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page 3 Neilson proposal


All of the above is subject to your immediate acceptance of the job and to-beagreed-to early starting date of full employment. To Accept this offer, please sign three copies of this offer letter, keep one copy and return two copies to Intermet. We reserve the right to modify or withdraw this offer at any time after January 3, 1997, if you have not accepted this offer by returning the signed copy(s).


We hope the offer, terms, and conditions are satisfactory to you. We think Intermet has an exciting future, and believe you can make positive impact on our future, as a part of our management team. We are hopeful that you decide to start a long relationship with Intermet.


Sincerely,


Attachment: Attachment "A" (five pages)


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ATTACHMENT "A"


The following are additional and restrictions to the Employment Guarantee Agreement:


Termination of Employment


1.1 Termination of Employment for Cause or Other Than for Good Reason. If, before the end of the Contract Term, the Company terminates the Executive's employment for Cause or the Executive terminates employment other than for Good Reason, then the Company shall pay to the Executive in a lump sum immediately after the Date of Termination that portion of the Executive's Annual Base Salary which is accrued but unpaid as of such Date of Termination, but the Executive will not be entitled to receive any other compensation or benefits under this Agreement.


1.2 Termination of Employment for Death or Disability. If, before the end of the Contract Term, the Executive's employment terminates due to death or Disability, the Company shall pay to the Executive (or to the Executive's Designated beneficiary(s), in accordance to Company policy following the Date of Termination:


(a) that portion of the Executive's Annual Base Salary which is accrued
but unpaid as of the Date of Termination and


(b) the amount of any Annual Bonus accrued during any period which ended
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