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                                                                    EXHIBIT 10.7

                                    MTL Inc.
                               3108 Central Drive
                            Plant City, Florida 33567

Dennis R. Copeland
Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341-0200

Dear Mr. Copeland:

As of June 23, 1998

MTL Inc. (the "Company") desires to employ you, and you hereby accept such
employment, as the Vice President of Administration of the Company (the
"Employee") upon the following terms and conditions (capitalized terms used but
not defined herein have the meanings ascribed to them in the Agreement and Plan
of Merger dated as of the date hereof (the "Merger Agreement") between Chemical
Leaman Corporation ("CLC"), its shareholders and Palestra Acquisition Corp.):

         1.       Your employment by the Company will commence as of the
                  Effective Time and continue until the second anniversary of
                  the date hereof and year to year thereafter, unless either
                  party provides written notice at least 90 days prior to the
                  end of the term or the applicable renewal year. If the Company
                  provides such notice, you shall be entitled to receive (a)
                  your then current base salary for one year after the end of
                  the term and you shall be entitled during such time to the
                  continuation of health, medical and other benefits plus (b) up
                  to one year's Integration Bonus Amount; provided that,
                  pursuant to the terms hereof (ig during the term of
                  employment, any severance period and any extension of the
                  covenants set forth in the Exhibits hereto, in the aggregate),
                  you shall receive the Integration Bonus Amount for no more
                  than three full years.

         2.       You will receive a base salary of $145,000 per annum, which
                  shall be subject to annual review by the Board of Directors of
                  the Company or a committee thereof (the "Board"), but may not
                  be reduced as a result of such review. In addition, you will
                  receive health, medical and other benefits under the Company's
                  benefits plans on a basis comparable to the Company's other
                  similarly situated employees In connection with such benefits,
                  you shall be credited with service time provided to CLC where
                  applicable. In connection with your health benefits, you shall
                  not be subject to any waiting period or pre-existing condition
                  exclusions.

         3.       You shall be entitled to bonuses on the terms set forth on
                  Exhibits B, C, E and Z. For purposes of such exhibits, (a)
                  your "Target Bonus Percentage" shall be 25% of your base
                  salary in effect of the time of payment, (b) the term
                  "Promissory Note" shall mean the Promissory Note dated
                  September 10, 1996 in the principal amount of $87,300 and (c)
                  your "Integration Bonus Amount" shall be $21,500. You shall
                  pay all amounts owed by you in respect of your Promissory Note
                  by


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                  set-off against payments due to you under the Merger Agreement
                  in respect of the common stock of CLC owned by you.

         4.       Notwithstanding anything else herein, the Company reserves the
                  right to terminate your employment at any time with or without
                  "cause" (as defined below) and you reserve the right to
                  terminate your employment with "good reason" (as defined
                  below), provided that if the Company terminates your
                  employment without "cause" or you terminate your employment
                  with "good reason" the Company will pay you (a) your then
                  current base salary for one year after such termination plus
                  (b) up to one year's Integration Bonus Amount (subject to the
                  limitations set forth in paragraph 1 hereof), and you will be
                  entitled during such time to the continuation of health,
                  medical and other benefits. If the Company terminates your
                  employment for "cause" or you terminate your employment other
                  than for "good reason" you shall not be entitled to any
                  further payments (except for any accrued but unpaid amounts
                  due) or benefits, effective immediately upon such termination

         5.       The Company will cause to be granted to you, at or within 45
                  days of the Effective Time, options to acquire 4,000 shares of
                  the Company's common stock at a per share price equal to the
                  price paid in the merger of Sombrero Acquisition Corp. and the
                  Company. The options will be subject to the Company's option
                  plan.

         6.       Notwithstanding anything to the contrary contained in the
                  Merger Agreement, at the Effective Time, shares of CLC's
                  common stock held by you having a value of $160,000 (based on
                  the Merger Consideration paid to CLC's stockholders pursuant
                  to the Merger Agreement) shall be converted into shares of the
                  Company's common stock (the "Common Stock"). If your
                  employment is terminated without cause or you terminate your
                  employment with good reason, subject to any debt covenants of
                  the Company, (a) you shall have the right to cause the Company
                  to purchase your shares of the Company's stock at fair market
                  value thereof and (b) the Company shall have the right to
                  cause you to sell to the Company such stock at fair market
                  value thereof. Otherwise, upon any termination of your
                  employment (x) by the Company for "cause," the Company shall
                  have the right to cause you to sell to the Company such stock
                  for the lower of the purchase price you paid therefor and the
                  fair market value thereof or (y) by you without "good reason,"
                  the Company shall have the right to cause you to sell to the
                  Company such stock for the purchase price you paid therefor,
                  and you shall have no right to cause the Company to purchase
                  such stock Upon your death, your successors shall succeed to
                  your rights under such stock, and, for the purpose of this
                  paragraph 7, your successors and the Company shall have the
                  same rights as if your employment was terminated without
                  cause. With respect to your investment in the Company's stock,
                  you shall (i) receive customary "tagalong" rights, (ii) grant
                  the shareholders of the Company customary "bring-along"
                  rights, (iii) be subject to restrictions on transfer for 30
                  days prior to and 180 days after the consummation of any
                  public offering and (iv) grant affiliates of Apollo
                  Management, L.P. and the Company customary rights of "first
                  refusal." At the Effective Time, you agree to enter into a
                  shareholders agreement with MTL including, but not limited to,
                  the rights and obligations with respect to MTL stock set forth
                  in this paragraph 7.


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         7.       It is anticipated that within a reasonable time following the
                  Effective Time you will relocate to Florida in connection with
                  your employment with the Company. The Company agrees to
                  reimburse your reasonable moving expenses, in accordance with
                  CLC's current relocation reimbursement policy, plus an amount
                  equal to the taxes payable by you as a result of such
                  reimbursement. If, within two years of the Effective Time,
                  your employment is terminated by the Company without "cause"
                  or you terminate your employment with "good reason," the
                  Company agrees to again reimburse your reasonable moving
                  expenses, in accordance with CLC's current relocation
                  reimbursement policy, plus an amount equal to the taxes
                  payable by you as a result of such reimbursement. In addition,
                  throughout your term of employment, the Company will provide
                  you $450 per month as a car allowance.

         8.       You agree to be bound by the Restrictive Covenant Agreement
                  set forth on Exhibit F, which is incorporated by reference
                  herein.

         9.       You agree to be bound by the Non-Compete Covenant set forth on
                  Exhibit A, which is incorporated by reference herein.

         10.      For purposes of this letter agreement "cause" means (i) a good
                  faith finding by the board of directors of the Company (or a
                  committee thereof) of your failure to satisfactorily perform
                  your assigned duties for the Company as a result of your
                  material dishonesty, gross negligence or intentional
                  misconduct or (ii) your conviction of, or the entry of a
                  pleading of guilty or nolo contendere by you to, any crime
                  involving moral turpitude or any felony. For purposes of this
                  letter agreement "good reason" means a material diminution in
                  your duties and responsibilities caused by the Company, a
                  material breach by the Company of its compensation and benefit
                  obligations under this letter agreement, or an involuntary
                  relocation by more than 50 miles of your principal place of
                  business as it exists immediately following the Effective
                  Date.

         11.      This agreement shall terminate automatically upon your death
                  or long-term disability. Any termination hereof by reason of
                  your death or disability shall terminate your right to receive
                  further payments hereunder (excluding your rights under
                  paragraph 7 hereof), except for any accrued but unpaid amounts
                  due. Nothing in this paragraph shall, however, limit or
                  eliminate any right you may have under any life insurance,
                  disability or other benefits provided to you during your
                  employment.

This letter agreement embodies the entire understanding between the parties with
respect to periods of time from and after the Effective Time, and at the
Effective Time shall supersede all prior understandings and agreements with
respect to the subject matter hereof (including the Purchase Agreement dated
September 10, 1996 between you and CLC, the Pledge Agreement dated September 10,
1996 between you and CLC, and the Promissory Note, each as it may have been
amended, supplemented or restated); provided, that if the Merger Agreement shall
be terminated, this letter agreement shall automatically terminate and all such
superseded understandings and agreements shall remain effective, The parties
agree that this LETTER AGREEMENT shall be governed in accordance with the laws
of the State of New York and the exclusive jurisdiction for enforcing such
agreement shall be the federal courts of the United States located in New York
(unless such choice of forum would deny an aggrieved party a forum for enforcing
such party's rights, in which case the state courts of New York shall have
jurisdiction).


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If you are in agreement with the foregoing. please execute this letter agreement
below and cause it to be delivered to the Company at the address set forth
above.

                                       MTL Inc.



                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:

Acknowledged and agreed as of
the date first above written:



/s/ Dennis R. Copeland
-------------------------------------
Name:


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                                                                       EXHIBIT B

                               ANNUAL BONUS PLAN

        In addition to and consistent with all other incentive plans of the
Company. commencing on January 1, 1999 and for each calendar year thereafter
during the term of his employment. the Employee shall be eligible to receive the
Target Bonus Percentage of his salary in effect on December 31 of the applicable
year if the Company and the Employee achieve certain operating and/or financial
or other goals to be established by the Board or a compensation committee
thereof in its sole discretion. The bonus plan, having provisions consistent
with those granted to similarly situated employees of the Company, shall be
adopted and administered by the Board or a compensation committee thereof.


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                                                                       EXHIBIT C

                                1998 BONUS PLAN

        The Board of Directors of the Company (or a committee thereof) shall,
within a reasonable time after the Effective Time, approve a 1998 Bonus Plan.


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                                                                       EXHIBIT E

                               INTEGRATION BONUS

        Subject to the consummation of the transactions contemplated by the
Merger Agreement. the Company hereby agrees to pay the Employee the Integration
Bonus, payable in 1? equal installments on a monthly basis on a date that the
Company customarily makes payroll payments. The Company's obligation to make
payments in respect of the Integration Bonus shall commence on the Effective
Time and shall continue until the date that is three years from the Effective
Time or as otherwise provided in the Letter Agreement and the Exhibits attached
thereto.


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                                                                       EXHIBIT A

                              NON-COMPETE COVENANT

         In consideration of the terms set forth in the letter agreement (the
"Letter Agreement") to which this Non-Compete Covenant is attached and in
connection with the transactions contemplated by the Merger Agreement, the
Employee agrees that no Competition Event (as defined below) shall occur prior
to the date that the Employee ceases to receive salary or severance payments
from the Company (including, without limitation. any subsidiary thereof) (the
"Non-Compete Expiration"); provide d that if Employee is terminated for "cause"
or terminates his employment without "good reason," no such event shall occur
for two years from such termination; provided. further, that the Company shall
have the right upon 90 days notice to extend the Non-Compete Expiration for one
year by paying the Employee his salary, providing health and medical benefits
and paying up to one year's Integration Bonus Amount (subject to the limitation
set forth in Section 1 of the Letter Agreement) during such additional year.

         For purposes of this letter agreement a "Competition Event" shall occur
if the Employee directly or indirectly (i) engages in the bulk trucking
business, the bulk tank cleaning business or any other business in which the
Company or any of its Subsidiaries are engaged as of the date hereof or the date
of termination of the Employee's employment with the Company (collectively. the
"Company Business") within the United States; (ii) competes or participates as
agent, employee, consultant advisor, representative or otherwise in any
enterprise which has any material operations engaged in the Company Business
within the United States: or (iii) competes or participates as a stockholder,
partner, member or joint venture, or has any direct or indirect financial
interest, in any enterprise which has any material operations engaged in the
Company Business within the United States, provided, however, that nothing
contained herein shall prohibit the Employee from (A) owning, operating or
managing any business, or acting upon any business opportunity, after obtaining
approval of a majority of the Board and a majority of the independent members of
the Board (if any), (B) owning no more than five percent (5%) of the equity of
any publicly waded entity with respect to which the Employee does not serve as
an officer. director, employee, consultant or in any other capacity other than
as an investor or (C) being employed by a business that engages in the Company
Business but whose principal business is not the Company Business, if the
Employee's involvement is limited to those operations that are not the Company
Business.

        The Employee acknowledges that irreparable damage would occur in the
event of a breach of the provisions of this Non-Compete Covenant by the
Employee. It is accordingly agreed that in addition to any other remedy to which
it is entitled at law or in equity, the Company shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Non-Compete Covenant and to enforce specifically the terms of such provisions.

        If any provision of this Non-Compete Covenant shall be adjudged by airy
court 6f competent jurisdiction to be invalid or unenforceable for any reason,
such judgment shall not affect, impair or invalidate the remainder of this
Covenant Furthermore, if the scope of any restriction or requirement contained
in this Covenant is too broad to permit enforcement of such restriction or
requirement to its full extent, then such restriction or requirement shall be
enforced to the maximum extent permitted by law, and you consent and agree that
any court of competent jurisdiction may so modify such scope in any proceeding
brought to enforce such restriction or requirement


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                                                                       EXHIBIT F

                         RESTRICTIVE COVENANT AGREEMENT

                                    ARTICLE I
                                 CONFIDENTIALITY

        In consideration of the terms set forth in the letter agreement to which
this Restrictive Covenant Agreement is attached and in connection with the
transactions contemplated by the Merger Agreement, and in view of the fact that
the Employee has been in close contact with many confidential affairs of CLC and
its subsidiaries and affiliates, including Confidential and Proprietary
Information and other matters of a business nature, such as information about
customers (including pricing information), costs, profits, markets, sales.
strategic plans for future development, and any other information not readily
available to the public, the Employee hereby agrees for five years from the
Effective Time to keep confidential all Confidential and Proprietary Information
and other matters of or relating to the Company and its subsidiaries and
affiliates learned prior to or after the Effective Time, and not to disclose
them to anyone, or to use them in each case, either prior to or after the
Effective Time (except as required by law or for the Employee to perform the
duties of his employment). The Employee further agrees to deliver promptly to
the Company, upon the request of the Company, all memoranda, notes, records.
reports and other documents (and all copies thereof) relating to the Company's
and its subsidiaries' and affiliates' businesses which the Employee may then
possess or have under the Employee's control.

                                    ARTICLE B
                                NON-SOLICITATION

2.1      The Employee agrees that he will not, until the later of (a) three
         years from the Effective Time and (b) such time as the Employee ceases
         to receive salary and severance payments from the Company (the
         "Non-Solicitation Expiration"), solicit or make any other contact with
         directly or indirectly, any customer of the Company or airy of its
         subsidiaries as of the Effective Time with respect to the provision of
         any service to any such customer that is the same or substantially
         similar to any service provided to such customer by the Company or any
         of its subsidiaries.

2.2      The Employee agrees that he will not, prior to the Non-Solicitation
         Expiration, solicit or make any other contact regarding the Company or
         airy of its subsidiaries with any union or similar organization which
         has a collective bargaining agreement, union contract or similar
         agreement with the Company or any Subsidiary or affiliate or which is
         seeking to organize employees of the Company or any Subsidiary, with
         respect to any employee of the Company or such union's or similar
         organization's relationship or arrangements with the Company or any
         Subsidiary.

2.3      The Employee agrees that he will not; prior to the Non-Solicitation
         Expiration, solicit or make any other contact with, directly or
         indirectly, arty employee or independent contractor (including, without
         limitation, any of the Company's truck drivers) of the Company or any
         of its subsidiaries or affiliates as of the Effective Time (or any
         person who was employed by the Company or any of its subsidiaries or
         affiliates at any time during the three-month period prior to the
         Effective Time) with respect to any employment; services or other
         business relationship.


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2.4      The Employee agrees that the Company shall have the tight, upon 90 days
         notice to extend the Non-Solicitation Expiration by one additional year
         if it continues to pay the Employee the Employee's then current salary,
         providing health and medical benefits and paying the Integration Bonus
         Amount (subject to the limitation set forth in Section 1 of the Letter
         Agreement) during such additional year (payment of such sums. and
         provision of such benefits, to extend the term of the covenant under
         Exhibit A shall also satisfy the obligation under this Exhibit F).

                                   ARTICLE III
                                NON-DISPARAGEMENT

        The Employee agrees not to make or publish, or cause to be made or
published any statement or information that disparages, defames or in any way
impugns the reputation of the Company or any of its subsidiaries or affiliates,
or any employees or representatives thereof. except if necessary in connection
with a termination without "good reason"

        The Company agrees not to make or publish, or cause to be made or
published any statement or information that disparages, defames or in any way
impugns the reputation of the Employee, except if necessary in connection with a
termination for "cause."

                                   ARTICLE IV
                                  MISCELLANEOUS

4.1      Remedies.

         The parties acknowledge that irreparable damage would occur in the
event of a breach of any of the provisions of this Restrictive Covenant
Agreement It is accordingly agreed that in addition to any other remedy to which
they are entitled at law or in equity, the parties shall be entitled to an
injunction or injunctions to prevent breaches of such sections of this
Restrictive Covenant Agreement and to enforce specifically the terms and
provisions of such sections.

4.2      Jurisdiction and Governing Law.

         The parties agree that this letter agreement shall be governed in
accordance with the laws of the State of New York and the exclusive jurisdiction
for enforcing such agreement shall be the federal courts of the United States
located in New York (unless such choice of forum would deny an aggrieved party a
forum for enforcing such party's rights, in which case the start courts of New
York shall have jurisdiction).

4.3      Severabilitv.

         If any provision of this Agreement shall be adjudged by any court of
competent jurisdiction to be invalid or unenforceable for any reason, such
judgment shall not affect, impair or invalidate the remainder of this Agreement.
Furthermore, if the scope of any restriction or requirement contained in this
Agreement is too broad to permit enforcement of such restriction or requirement
to its full extent, then such restriction or requirement shall be enforced to
the maximum extent permitted by law, and the Employee consents and agrees that
any court of competent jurisdiction may so modify such scope in any proceeding
brought to enforce such restriction or requirement

4.4      Amendments.


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         No change. alteration or modification hereof may be made except in a
writing, signed by each of the parties hereto.

4.5      lnterpretation.

         The headings in this Agreement are for convenience and reference only
and shall not be construed as part of this Agreement or to limit or otherwise
affect the meaning hereof. This Agreement contains all of the terms and
conditions agreed upon by the parties and no other agreements, oral or
otherwise, exist or shall be binding upon the parties as to the subject matter
hereof.


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                                                                       EXHIBIT Z

                                1998 BONUS PLAN

If the Company achieves certain Labor Targets (to be agreed upon), then the
Employee shall be entitled to a bonus in an amount equal to the amount paid to
CLC at the Effective Time in respect of the Employee's Promissory Note (which
amount has been paid by set-off against the Merger Consideration). The Employee
will be entitled to a Transaction Bonus only if he is employed by the Company en
the date that the Labor Targets are achieved.