Rick Santa                                October 21, 1996
6910 Pawnee Way
Niwot, CO  80503

Dear Rick:

It is with great pleasure that Dynamic Materials Corporation extends this offer
of employment for the Chief Financial Officer/V.P. of Finance position. We are
confident that this position will provide an exciting professional challenge and
opportunity for personal growth.

The offer of professional employment is as follows:

1.    Salary of $10,000 per month.

2.    Incentive Stock Option on hire date: 25,000 ISO's for shares of DMC's
      common stock. Option price is set at prevailing market value on the
      acceptance date of this agreement, with a four (4) year vesting schedule.
      All Incentive Stock Options are subject to final approval by the Board of
      Directors.

3.    Future Incentive Stock Options:  The Board of Directors shall annually
      evaluate performance and consider offering additional incentive stock
      options based on performance criteria to be determined at these times.

4.    Bonus: A discretionary cash bonus may be paid annually as deemed
      appropriate by the Board of Directors, predicated on achievement of
      performance objectives set by the Corporation. The target amount of the
      bonus for the first year of employment is thirty percent (30%) of the
      starting salary stated above. This amount may be pro-rated to coordinate
      with existing schedule of bonus awards, normally in February of each year.

5.    Auto Allowance and Expenses:  Upon employment, DMC will provide a leased
      1996 Volvo company vehicle, fully fueled and insured.

6.    Payment for business portion of the use of a cellular telephone.

7.    Discretionary/Executive Benefits:
      a)  Additional supplemental term life insurance policy valued at $300,000.

      b)  Participation in the Long-Term Disability Insurance Program, based on
insurance carrier's standard inclusions and exclusions.

      c)  Three (3) weeks of vacation per year until such time as length of
service merit additional time in accordance with company policy.




Page 2
Rick Santa
Continued

      d)  Severance: Twenty (26) weeks of salary will be granted for
involuntary termination without cause or change of control for the company.

      Other Group Benefits:
      a.  Health insurance, dental insurance, term life insurance coverage,
          and short-term disability insurance consistent with the normal terms
          and conditions as afforded other employees of DMC.

      b.  Participation in DMC's 401(k) retirement program after six (6)
          months of employment, with a company matching contribution of fifty
          percent (50%) for up to eight percent (8%) of gross earnings.

This is an offer of employment and should not in any way be construed as an
employment contract. This offer is contingent on the favorable results of the
pre-employment background investigation, drug screen, and credit verification.

This offer of employment shall become effective upon commencement of your duties
as Chief Financial Officer, which is expected to occur no later than Monday,
October 28, 1996.

On behalf of Dynamic Materials Corporation, we look forward to your acceptance
of this offer and look forward to your contributions, participation and
leadership.

Sincerely,



Paul Lange
President and Chief Executive Officer
Dynamic Materials Corporation


I, Rick Santa, understand and accept the terms and conditions of this employment
offer.


/s/ Rick Santa                                        10/25/96
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