EMPLOYMENT AGREEMENT



      This Employment Agreement ("Agreement") is made and entered into as of

July 29, 2004 with effect from June 1, 2004 between Peter Shafron ("Executive")

and James Hardie Building Products, Inc. and its affiliates (collectively "JH"),

and is effective by its terms as herein provided.



      WHEREAS, Executive and JH desire to enter into this Agreement to establish

and set forth the terms and conditions of Executive's employment with JH.



      WHEREAS, Executive and JH acknowledge that the terms of the Agreement

constitute good and valuable consideration, the adequacy and sufficiency of

which Executive and JH also acknowledge.



      NOW THEREFORE, in consideration of the mutual covenants herein contained,

and as a result of the voluntary agreement of Executive and JH to execute and

abide by the terms of the Agreement, Executive and JH agree as follows:



      1.    POSITION, DUTIES AND RESPONSIBILITIES



      (a)   Position. The Executive hereby agrees to serve as a senior executive

of JH in the position of Chief Financial Officer subject to all JH policies and

procedures in effect from time to time as amended in the discretion of JH. The

failure of JH to continue to employ Executive in the foregoing position shall be

deemed a constructive termination of the Agreement by JH pursuant to Section

4(a). The Executive shall devote his best efforts and his full business time and

attention to the performance of services to JH in this capacity and in such

other senior executive capacity as may reasonably be requested by the Board of

Directors of the Company ("Board"). JH shall retain full direction and control

of the means and methods by which the Executive performs the above services.



      (b)   Place of Employment. During the term of this Agreement, the

Executive shall perform the services required by this Agreement at JH's present

principal place of business or at such other location(s) as may be mutually

agreed by JH and the Executive; provided, however, that JH may from time to time

require the Executive to travel temporarily to other locations throughout the

world on JH's business consistent with the business needs of JH.



      (c)   Other Activities. Except with the prior written approval of the

Board (which the Board may grant or withhold in its sole and absolute

discretion), the Executive, during the Employment Period, will not (i) accept

any other employment, (ii) serve on the board of directors or similar body of

any other business entity, or (iii) engage, directly or indirectly, in any other

business activity (whether or not pursued for pecuniary advantage) that is or

may be competitive with, or that might place him in a competing position to,

that of JH.



      2.    TRADE SECRETS



      (a)   Executive acknowledges by executing the Agreement, the requirement

to adhere to all JH practices and policies including those concerning the

preservation of JH's



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confidential information including but not limited to customer lists, pricing

practices and lists, marketing plans, manufacturing processes and techniques,

financial information including financial information set forth in internal

records, files and ledgers or incorporated in profit and loss statements,

financial reports and business plans, inventions, discoveries, devices,

algorithms, as well as computer hardware and software (including but not limited

to source code, object code, documentation, diagrams, flow charts, know how,

methods and techniques associated with the development of a use of any of the

foregoing computer software), all internal memoranda, legal opinions, any other

records of JH including electronic and data processing files and records and any

other information designated as a "Trade Secret" and/or constituting a trade

secret and any communication within the applicable attorney-client privilege

under any governing law and any other proprietary information not generally

available to the public that JH considers confidential information collectively

called "Confidential Information."



      (b)   Executive agrees as a consequence of the Agreement, that he will not

directly or indirectly use or disclose to any person, firm, or corporation any

Confidential Information during the term of this Agreement or after this

Agreement has expired by its terms, except in the normal course of business on

behalf of JH, with the prior written consent of JH or to the extent necessary to

comply with law or a valid order of a court of competent jurisdiction, in which

event Executive will provide notice, in writing to JH at least ten (10) days

prior to the date disclosure is sought to be made, or the amount of prior notice

that Executive received, whichever is greater. Executive will at all times use

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