**Execution Copy****EMPLOYMENT AGREEMENT**     This EMPLOYMENT AGREEMENT (**“Agreement”**), is made and entered intoas of July 26, 2007, by and between Daniel W. Dienst (**“Executive”**) and MetalManagement, Inc., a Delaware corporation (**“MTLM”**).     NOW, THEREFORE, in consideration of the premises, promises, mutualcovenants and mutual agreements contained herein, Executive and MTLM hereby agreeas follows:     1. Employment.     (a) On the terms and subject to the conditions set forth in thisAgreement, MTLM employs Executive as its President and Chief ExecutiveOfficer to perform such duties and responsibilities as are consistent with suchposition and such other positions as may be assigned to Executive, from time totime, by the Board of Directors of MTLM (the **“Board”**). As of theCommencement Date (as defined below), Executive is a member of the Board andhas been elected to serve as Chairman of the Board. During the EmploymentPeriod (as defined below), MTLM shall use best efforts to see that Executivewhile employed under this Agreement continues to be nominated and elected toserve on the Board. For as long as Executive is so employed, he shall devote hisfull business time, energy and ability to his duties, except for reasonablynecessary attention to the management of his personal affairs. If Executive isChairman of the Board and/or a director when his employment terminates underthis Agreement, whether pursuant to Section 6 or 7 of this Agreement, he shalltender his resignation as Chairman and/or director effective as of the TerminationDate (as defined below) if so requested by the Board.     (b) Executive’s worksites during the Employment Period (as definedbelow) shall be 325 North LaSalle Street, Suite 550, Chicago, Illinois 60610 and127 East 69th Street, New York, New York 10021 or such other locations as maybe mutually agreed upon by MTLM and Executive, with Executive’s timeallocated between such sites as shall be reasonably determined to be necessaryand appropriate by Executive to fulfill Executive’s duties and responsibilities andexercise Executive’s powers under the terms of this Agreement.     (c) Executive shall have the right to continue to serve on the board ofdirectors of those business, civic and charitable organizations on which Executiveis now serving as of the date of this Agreement, and that are set forth on Exhibit Aattached hereto, as long as doing so has no significant adverse affect on theperformance of Executive’s duties and responsibilities or the exercise ofExecutive’s powers under this Agreement. Executive shall not serve on any otherboards of directors and shall not provide services (whether as an employee or
 

 
independent contractor) to any for-profit organization on or after the date of thisAgreement without the prior consent of the Board (which shall not beunreasonably withheld in light of Executive’s duties and responsibilities underthis Agreement).     2. Term. The term of employment under this Agreement shall commence onAugust 1, 2007 (the **“Commencement Date”**) and shall continue through, and end as ofthe close of business on March 31, 2012 (the **“Employment Period”**); provided,however, that on March 31, 2012 and each anniversary thereof, the Employment Periodshall be extended for an additional year unless either MTLM or Executive, as the casemay be, notifies the other not less than 90 days prior to the end of the then currentEmployment Period of its or his desire not to extend the Employment Period; providedfurther that the Employment Period may terminate sooner upon the occurrence of certainevents as described in Sections 5, 6, 7, 8 and 9 of this Agreement. The date on whichExecutive’s employment is terminated shall be referred to herein as the “TerminationDate”.     3. Compensation.     (a) *Base Compensation.*The base compensation to be paid toExecutive for his services under this Agreement shall be not less than $950,000per year (**“Base Compensation”**), subject to applicable withholdings, payable inequal periodic installments in accordance with the usual payroll practices ofMTLM, but no less frequently than monthly, commencing on the CommencementDate. Executive’s base compensation shall be subject to annual review for cost ofliving and merit factors, with any adjustments determined by the compensationcommittee of the Board. Notwithstanding anything herein to the contrary, BaseCompensation may be reduced below $950,000 per year if such reduction is in thesame proportion as a reduction generally affecting other executive officers ofMTLM.     (b) *Annual Bonus.*For the fiscal year ending March 31, 2008, and foreach subsequent fiscal year ending March 31 during the Employment Period,Executive’s target annual bonus shall be not less than 100% of BaseCompensation (subject to applicable withholdings) (**“Target Bonus”**), andExecutive’s maximum bonus (as a percentage of Base Compensation) shall be notless than that in effect under MTLM’s annual bonus program on theCommencement Date (**“Maximum Bonus”**). Executive shall be eligible toreceive an annual bonus in accordance with the terms of MTLM’s annual bonusprogram as then in effect for MTLM’s senior executives as such program ismodified by this Section 3(b); provided, however, the compensation committee ofthe Board may direct MTLM to pay Executive an annual bonus that exceeds theannual bonus otherwise payable under such program. Notwithstanding anythingcontained herein to the contrary, Executive’s Target Bonus may be reduced below100% of Base Compensation if such reduction is in the same proportion as areduction affecting other executive officers of MTLM. Each annual bonus
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described in this Section 3(b) shall be paid at the time called for under MTLM’sannual bonus program for senior executives.     (c) *Annual Restricted Stock Grant.*For the fiscal year endingMarch 31, 2008 and for each subsequent fiscal year ending March 31 during theEmployment period, Executive may, at the discretion of the CompensationCommittee of the Board, be granted a number of shares of common stock, $0.01par value per share (the **“MTLM Stock”**) pursuant to the terms of the Amendedand Restated Metal Management, Inc. 2002 Incentive Stock Plan or any successorplan (the **“Plan”**). All terms and conditions to such grant shall be set forth forExecutive in a certificate in accordance with the terms of the Plan, including thatthat all shares shall become non-forfeitable upon a Triggering Event (as definedbelow); in addition to the foregoing, however, such certificate shall provide thatall shares shall become non-forfeitable upon termination of Executive’semployment if MTLM notifies Executive that it will not extend the EmploymentPeriod as provided under Section 2 of this Agreement.     (d) *Special Restricted Stock Grant.*Upon execution and delivery ofthe this Agreement by MTLM and Executive, Executive shall be granted 196,532MTLM Shares pursuant to the Plan. Notwithstanding any provision in the Plan,Executive’s interest in 117,920 shares shall become non-forfeitable on July 26,2010 provided Executive is still employed by MTLM on such date, and hisinterest in an additional 39,306 shares shall become non-forfeitable on each of thenext two subsequent anniversaries of such date provided Executive is stillemployed by MTLM on such anniversary date. All terms and conditions to suchgrant shall be set forth for Executive in a certificate in accordance with the termsof the Plan; provided, however, that such certificate shall provide that all sharesshall become non-forfeitable upon (i) a Triggering Event or (ii) termination ofExecutive’s employment if MTLM notifies Executive that it will not extend theEmployment Period as provided under Section 2 of this Agreement, and suchcertificate shall include a waiver signed by Executive with respect to theprovisions of Section 15 of the Plan that provide that such shares would becomenon-forfeitable solely upon such Change of Control (as defined in the Plan).     4. Fringe Benefits. MTLM shall furnish Executive with accident, health andlife insurance (**“Welfare Benefits”**) and reimbursement of all documented reasonable andnecessary out-of-pocket expenses incurred by Executive on behalf of MTLM by reasonof the performance of Executive’s duties and responsibilities hereunder. Further, MTLMshall furnish Executive with all of the additional fringe benefits made generally availableby MTLM to its executive officers recognizing that such fringe benefits may be changedfrom time to time provided Executive shall be deemed immediately eligible for any suchfringe benefits to the extent permissible under the terms of applicable law and the termsof the underlying plans, programs and policies. Executive shall be entitled to take fiveweeks of paid vacation per calendar year, and shall be paid on all national and stateholidays, during the Employment Period. Vacation allowances shall not be cumulativefrom year to year. MTLM shall include Executive as a covered person under MTLM’sdirectors and officers’ insurance policy. MTLM shall furnish Executive with appropriate
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office space (as set forth in Section 1(b) of this Agreement), equipment, supplies, andsuch other facilities and personnel as necessary or appropriate (de minimis use thereof byExecutive for personal reasons shall not be deemed a breach of this Agreement). MTLMshall pay Executive’s dues in such societies and organizations as MTLM deemsappropriate, and shall pay on behalf of Executive (or reimburse Executive for)documented reasonable out-of-pocket expenses incurred by Executive in attendingconventions, seminars, trade shows and other business meetings and businessentertainment and promotional expenses. MTLM shall pay Executive an automobileallowance of $1,000.00 per month, subject to applicable withholdings.     5. Death or Permanent Disability. If, during the Employment Period,Executive dies (as confirmed by a certificate of death) or Executive is permanentlydisabled such that, in the opinion of a physician selected by MTLM and Executive,Executive (or his spouse or legal representative) is rendered incapable of performing theservices contemplated under this Agreement for 180 days in any 12 consecutive monthsby reason of illness, accident, or other physical or mental disability **(“PermanentDisability”**), this Agreement shall be deemed to be terminated as of the date of suchdeath or of the determination of Permanent Disability. Notwithstanding the foregoing,Executive shall be entitled to the benefits as provided in Section 8 of this Agreement.During any period prior to such time when Executive has a Permanent Disability, asdescribed above, MTLM shall be obligated to perform its obligations under thisAgreement in accordance with its terms, including, but not limited to, its obligationsunder Section 3 of this Agreement.     6. Involuntary Termination. Except in the case of termination for Causepursuant to Section 7 of this Agreement, if MTLM terminates Executive’s employmenthereunder without Executive’s consent, such termination shall be a Triggering Event, andExecutive shall be entitled to receive the benefits as provided in Section 8(b) of thisAgreement.     7. Termination Voluntary or for Cause.     (a) In the event: (i) Executive voluntarily terminates his employmenthereunder without Good Reason (as defined below) or (ii) Executive’semployment hereunder is terminated for Cause, unless otherwise provided herein,all of his compensation and benefits under this Agreement shall ceaseimmediately upon the date of such termination, provided that Executive shall beentitled to receive the compensation provided in Section 3 of this Agreement paidon a pro rata basis to the date of such termination.     (b) Termination for Cause. Any of the following events shall beconsidered as “Cause” for the immediate termination of the Employment Periodby MTLM:     (i) conviction of Executive for a felony, or a nolo contendereplea with respect to a the same; or
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     (ii) conviction of Executive for misappropriation by Executiveof funds or property of MTLM or the commission of acts of fraud relatingto his employment in each case resulting in material harm to MTLM, or anolo contendere plea with respect to the same; or     (iii) (a) willful breach of this Agreement that is not cured byExecutive within 10 days following receipt by Executive of written noticeof such breach from MTLM or (b) material neglect by Executive of any ofhis material duties or responsibilities hereunder that is not cured byExecutive within 30 days following receipt by Executive of written noticeof the acts that MTLM assert constitute such neglect by Executive,provided, however, that any such willful breach or material neglect that isnot curable shall be considered Cause for the immediate termination of theEmployment Period by MTLM; or     (iv) conduct on the part of Executive that is materially adverseto any known interest of MTLM that continues unabated, or uncured to thereasonable satisfaction of MTLM, after the expiration of 10 daysfollowing receipt of written notice by Executive from MTLM.Notwithstanding the foregoing, Executive shall not be deemed to havebeen terminated for Cause unless and until there shall have been deliveredto him a written termination notice signed by a member of the Board dulyauthorized to deliver such notice.     8. Acceleration of Payments.     (a) For this Agreement, the following terms shall have the followingmeanings:     (i) “Good Reason” shall mean the occurrence of any of thefollowing events without Executive’s express written consent: (a) areduction by MTLM of Executive’s Base Compensation, Target Bonus orMaximum Bonus provided in Section 3 of this Agreement unless suchreduction is in the same proportion as a reduction generally affecting otherexecutive officers of MTLM; (b) a material reduction in Welfare Benefitsunless such reduction is in the same proportion as a reduction generallyaffecting other executive officers of MTLM; (c) any material breach byMTLM of any provisions of this Agreement (including Section 1(b) of thisAgreement) that is not cured by MTLM within 10 days following receiptby MTLM of written notice of such breach from Executive; (d) theassignment of Executive by MTLM without his consent to a position,responsibility or duties of a materially lesser status or degree ofresponsibility than his position, responsibilities or duties as of theCommencement Date as provided for in Section 1 of the Agreement;provided, however that Executive no longer being President or Chairmanof the Board shall not be nor shall be deemed to be Good Reason; or(e) upon a Change of Control (as defined below), the failure by the
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acquiring company or its direct or indirect parent, subsidiary or affiliate toassume MTLM’s obligations hereunder.     (ii) “Trigger Date” means the date on which a Triggering Eventoccurs.     (iii) “Triggering Event” means any of: (A) a resignation ofExecutive as an employee of MTLM due to Good Reason; (B) terminationof the Employment Period under Section 5 of this Agreement; or(C) involuntary termination of the Employment Period by MTLM, exceptin the case of termination for Cause (which, for the avoidance of doubt,does not include the non-extension of this Agreement as provided inSection 2 of this Agreement).     (b) *Occurrence of Triggering Event.*Upon the occurrence of aTriggering Event described in clause (A) or (C) of Section 8(a)(iii) of thisAgreement, Executive shall continue to receive from MTLM for two years aftersuch Triggering Event: (i) Base Compensation as provided under Section 3(a) ofthis Agreement, (ii) an amount equal to Target Bonus and (iii) Welfare Benefits(with the same cost sharing arrangements in effect at the time of such TriggeringEvent) as provided under Section 4 of this Agreement. The payments describedin clauses (i) and (ii) above are subject to applicable withholdings, and arepayable in equal periodic installments in accordance with the usual payrollpractices of MTLM, but no less frequently than monthly, commencing on theTermination Date. In the event of a Triggering Event, Executive shall receive apro rata annual bonus for the year of termination based upon actual performanceresults during such period and payable at time called for under MTLM’s annualbonus program for senior executives. The Welfare Benefits are subject toapplicable withholdings to the extent such benefits are taxable benefits.Furthermore, upon the occurrence of a Triggering Event, any unvested stockoptions or stock grants or any unvested long term incentive plan compensationshall immediately become vested. If this Agreement is terminated as a result ofExecutive’s death, Executive’s then current spouse and dependent children shallbe entitled to continue to participate in the MTLM provided health and medicalinsurance programs for one year after such death, unless, in each case, suchcontinued participation is prohibited by any applicable laws or would otherwisejeopardize the tax qualified status of any such programs. If MTLM is prohibitedby applicable law or would otherwise jeopardize the tax qualified status of anyhealth or medical insurance plan and as a result MTLM terminates coverage, itshall promptly reimburse Executive for the cost of obtaining comparable thirdparty coverage.     (c) *Code Section 409A.*     (i) If the Executive is a “specified employee” (as defined inTreasury Regulation Section 1.409A-l(i)) of MTLM and if MTLMreasonably determines that amounts payable under Section 8(b) of this
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Agreement are on account of an “involuntary separation from service” (asdefined in Treasury Regulation Section 1.409A-l(m)) and are not subjectto tax under Section 409A of the Code, the Executive shall receivepayments during the six-month period immediately following theTermination Date equal to the lesser of (A) the amount payable underSection 8(b) of this Agreement and (B) two times the compensation limitin effect under Code Section 40l(a)(17) for the calendar year in which theTermination Date occurs (with any amounts that otherwise would havebeen payable under Section 8(b) of this Agreement during such six-monthperiod being paid on the first regular payroll date following the six-monthanniversary of the Termination Date).     (ii)If MTLM reasonably determines that such termination isnot an “involuntary separation from service” (as defined in TreasuryRegulation Section 1.409A-l(m)), amounts that would otherwise havebeen paid during the six-month period immediately following theTermination Date shall be paid on the first regular payroll dateimmediately following the six-month anniversary of the Termination Datewithout regard to whether such amounts are then taxable underSection 409A of the Code.     (iii) Any amounts not paid during such six-month periodpursuant to the special timing rule in Section 8(c)(i) or (ii) of thisAgreement shall accrue at an annual rate (compounded monthly) equal tothe federal short-term rate (as in effect under Section l274(d) of the Codeon the Termination Date), and shall be paid on the first regular payrolldate immediately following the six-month anniversary of the TerminationDate.     9. Non-Competition.     (a) *General.*In addition to any other obligations of Executive underany other agreement with MTLM, in order to assure that MTLM shall realize thebenefits of this Agreement and in consideration of the employment set forth inthis Agreement, Executive shall not:     (i) during the period beginning on the date of this Agreementand ending 18 months after the Termination Date (the **“Non-CompetitionPeriod”**), directly or indirectly, whether through an affiliate or otherwise,alone or as a partner, joint venturer, member, officer, director, employee,consultant, agent, independent contractor, stockholder, or in any othercapacity of any company or business, engage in any business activity inany state in the United States or any other country or region in which,prior to the Termination Date, MTLM or any subsidiary or affiliate ofMTLM conducts business or is actively planning to conduct business and,on and after the Termination Date, MTLM or any subsidiary or affiliate ofMTLM on the Termination Date conducts business or is actively planningto conduct business, which business activity is directly or indirectly in
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competition with the business, prior to the Termination Date, that isconducted by or is actively planned to be conducted by MTLM or anysubsidiary or affiliate of MTLM and, on and after the Termination Date, ison the Termination Date conducted by or is actively planned to beconducted by MTLM or any subsidiary or affiliate of MTLM; provided,however; that, the beneficial ownership of less than 5% of the shares ofstock of any corporation having a class of equity securities actively tradedon a national securities exchange or over-the-counter market shall not bedeemed, in and of itself, to violate the prohibitions of this Section 9;provided, however, that Executive shall not be bound by the restrictionsset forth in this Section 9(a)(i) if MTLM shall not have cured the failure tomake any material payment to Executive under this Agreement within 30days following receipt by MTLM of written notice from Executive of suchfailure unless such failure to make such payment is due to MTLM’sallegation of a material breach of the terms of this Agreement;     (ii) during the Non-Competition Period, directly or indirectly(a) induce any person that is a customer of MTLM or any subsidiary oraffiliate of MTLM on the Termination Date to patronize any businessdirectly or indirectly in competition with the business conducted byMTLM or any subsidiary or affiliate of MTLM on the Termination Date;(b) canvass, solicit or accept from any person that is a customer of MTLMor any subsidiary or affiliate of MTLM on the Termination Date, any suchcompetitive business, or (c) request or advise any person that is a customerof MTLM or any subsidiary or affiliate of MTLM on the TerminationDate to withdraw, curtail or cancel any such customer’s business withMTLM or any subsidiary or affiliate of MTLM on the Termination Date;     (iii) during the Non-Competition Period, directly or indirectlyemploy, or knowingly permit any company or business directly orindirectly controlled by him, to employ, any person who was employed byany of MTLM or any then subsidiary or affiliate of MTLM at or within sixmonths prior to the Termination Date, or in any manner seek to induce anysuch person to leave his or her employment; or     (iv) directly or indirectly, at any time following the TerminationDate, in any way utilize, disclose, copy, reproduce or retain in hispossession any of MTLM’s or any subsidiary’s or affiliate’s proprietaryrights or records, including, but not limited to, any of their customer orprice lists.     (b) *Scope of Restriction.*Executive agrees and acknowledges that therestrictions contained in this Section 9 are reasonable in scope and duration andare necessary to protect MTLM after the Commencement Date. If any provisionof this Section 9 as applied to any party or to any circumstance is adjudged by acourt to be invalid or unenforceable, the same shall in no way affect any othercircumstance or the validity or enforceability of this Agreement. If any suchprovision, or any part thereof, is held to be unenforceable because of the durationof such provision or the area covered thereby, the parties agree that the court
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making such determination shall have the power to reduce the duration and/orarea of such provision, and/or to delete specific words or phrases, and in itsreduced form, such provision shall then be enforceable and shall be enforced.The parties agree and acknowledge that the breach of this Section 9 shall causeirreparable damage to MTLM and upon breach of any provision of this Section 9,MTLM shall be entitled to injunctive relief, specific performance or otherequitable relief; provided, however, that this shall in no way limit any otherremedies that MTLM may have (including, but not limited to, the right to seekmonetary damages).     (c) *Termination of Payments Upon Breach.*If Executive shall havebreached this Section 9 in any material respect, all amounts and all benefitsotherwise payable to Executive pursuant to Section 8 of this Agreement shallimmediately cease. In addition, upon determination by a court of competentjurisdiction that Executive shall have breached this Section 9 in any materialrespect, Executive shall repay all amounts and all benefits previously paid byMTLM to Executive pursuant to Section 8 of this Agreement. Nothing in thisSection 9(c) shall in any way limit any other remedies that MTLM may have withrespect to any such breach.     10. Change Of Control.     (a) *General.*Notwithstanding anything in the Plan to the contrary, forpurposes of this Agreement and with respect to any options, stock grants andstock appreciation rights issued under the Plan to Executive, **“Change ofControl”**shall be deemed to have occurred at such time as (1) any “person” (asthat term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of1934, as amended (the **“1934 Act”**)) becomes after theeffective date of thisAgreement the beneficial owner (as defined in Rule 13d-3 under the 1934 Act)directly or indirectly of securities representing 40% or more of the combinedvoting power of the then outstanding securities for election of directors of theCompany or any successor to the Company, (2) during any period of twoconsecutive years or less, individuals who at the beginning of such periodconstitute the Board cease, for any reason, to constitute at least a majority of theBoard, unless the election or nomination for election of each person who was nota director at the beginning of such period was approved by vote of atleast two-thirdsof the directors then in office who were directors at the beginning of suchperiod or who were directors previously so approved, (3) there is a dissolution orliquidation of the Company or any sale or disposition of 50% or more of theassets or business of the Company, or (4) there is a reorganization, merger,consolidation or share exchange (other than a reorganization, merger,consolidation, or share exchange with a wholly-owned subsidiary of theCompany) of the Company unless (A) the persons who were the beneficialowners of the outstanding shares of the common stock of the Companyimmediately before the consummation of such transaction beneficially own morethan 50% of the outstanding shares of the common stock of the successor or
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survivor corporation in such transaction immediately following the consummationof such transaction and (B) the shares of the common stock of such successor orsurvivor corporation beneficially owned by the persons described in clause(A) immediately following the consummation of such transaction are beneficiallyowned by each such person in substantially the same proportion that each suchperson had beneficially owned shares of Company common stock immediatelybefore the consummation of such transaction.     (b) *Special Tax Payments.*If any payment or benefit to Executiveunder this Agreement, either alone or together with other payments or benefits toExecutive from the Company, would constitute a “parachute payment” (asdefined in Section 280G of the Internal Revenue Code of 1986, as amended (the**“Code”**), such payments or benefits shall be reduced to an amount that would nolonger constitute a “parachute payment”; provided, however, if such amountexceeds 10% of the total amounts Executive would otherwise have been entitledto receive, such amounts to be received shall be grossed up to an amount such thatafter payment of the excise tax imposed by Section 4999 of the Code, Executivewill receive on an after tax basis the same amount Executive would have receivedif no such excise tax was imposed.     11. Confidentiality of Information; Duty of Non-Disclosure. Executiveacknowledges and agrees that his employment by MTLM under this Agreementnecessarily involves his understanding of and access to certain trade secrets andconfidential information pertaining to the business of MTLM or any subsidiary oraffiliate of MTLM. Accordingly, Executive shall not, directly or indirectly, at any time(whether during the Employment Period or at any time thereafter) without the priorwritten consent of MTLM, disclose to or use for the benefit of any person, corporation orother entity, or for himself any and all files, trade secrets or other confidentialinformation concerning the internal affairs of MTLM or any subsidiary or affiliate ofMTLM, including, but not limited to, confidential information pertaining to clients,services, products, earnings, finances, operations, methods or other activities; provided,however, that the foregoing shall not apply to information that is of public record or isgenerally known, disclosed or available to the general public or the industry generally.Further, Executive shall not, directly or indirectly, remove or retain, without the expressprior written consent of MTLM, and upon termination of this Agreement for any reasonshall return to MTLM, any confidential figures, calculations, letters, papers, records,computer disks, computer print-outs, lists, documents, instruments, drawings, designs,programs, brochures, sales literature, or any copies thereof, or any information orinstruments derived therefrom, or any other similar information of any type ordescription, however such information might be obtained or recorded, arising out of or inany way relating to the business of MTLM or any subsidiary or affiliate of MTLM orobtained as a result of his employment by MTLM or any subsidiary or affiliate ofMTLM. Executive acknowledges that all of the foregoing are proprietary information,and are the exclusive property of MTLM. The covenants contained in this Section 11shall survive the termination of this Agreement.
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     12. Authority; Enforceability. MTLM has full corporate power and authorityto execute and deliver this Agreement and to perform its obligations hereunder. Theexecution and delivery of this Agreement, the performance by MTLM of its obligationshereunder have been duly and validly authorized by all necessary corporate action on thepart of MTLM. This Agreement has been duly executed and delivered by MTLM andconstitutes a valid and binding agreement of MTLM, enforceable against MTLM inaccordance with its terms, subject to applicable bankruptcy, insolvency and other similarlaws affecting the enforceability of creditors’ rights generally, general equitableprinciples and the discretion of courts in granting equitable remedies.     13. Goodwill. MTLM has invested substantial time and money in thedevelopment of its products, services, territories, advertising and marketing thereof,soliciting clients and creating goodwill. By accepting employment with MTLM,Executive acknowledges that the customers are the customers of MTLM and itssubsidiaries and affiliates and that any goodwill created by Executive belongs to and shallinure to the benefit of MTLM.     14. No Duty to Mitigate. In the event that Executive’s employment terminateshereunder, MTLM acknowledges and agrees that Executive has no duty to mitigate thecosts to MTLM with respect to any amounts payable hereunder to Executive.     15. Notices. Any notice or request to be given hereunder to either party heretoshall be deemed effective only if in writing and either (a) delivered personally or (b) sentby certified or registered mail, postage prepaid, to the following addresses or to suchother address as either party may hereafter specify to the other by notice similarly served:If to Executive:Daniel W. Dienst