Exhibit
10.1




SERVICES
AGREEMENT




AGREEMENT
dated as of this 1st day of January, 2009 between Oded Cohen, with an address at
14, Ostashinski Street, Kfar Saba, Israel 44450 (“CONSULTANT”) and Novamerican
Steel Inc., a Delaware corporation with a principal place of business at 320
Norwood Park South, 2nd Floor,
Norwood, MA 02062 (“NOVAMERICAN”). Each of CONSULTANT and NOVAMERICAN may
hereafter be referred to herein as a “Party” and, together, as the
“Parties.”




WHEREAS,
NOVAMERICAN wishes to retain CONSULTANT to perform services for it and
CONSULTANT wishes to provide such services to NOVAMERICAN on the terms herein
below specified.




NOW,
THEREFORE, pursuant to the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto intending to be legally bound do hereby agree
as follows:




1.           SERVICES




(a)           CONSULTANT
agrees to provide the services for NOVAMERICAN as further described in Schedule
“A” hereto (the “Services”).




(b)           CONSULTANT
shall determine the method, details, and means of performing the Services
described in Section 1(a) above, and NOVAMERICAN shall not control the manner or
determine the method by which CONSULTANT accomplishes the Services except to the
extent necessary to coordinate CONSULTANT’s performance in time, space or
function with that of other persons engaged by NOVAMERICAN to achieve a common
goal.




(c)           CONSULTANT
shall devote such time, attention and energy as may be necessary to render the
Services hereunder in a professional, competent and ethical manner. In the event
that, during the term hereof, CONSULTANT is unable to perform the Services, then
this Agreement shall terminate in accordance with Section 2(b).




(d)           All
records and reports produced by CONSULTANT during the term of this Agreement
relating to the Services (other than CONSULTANT’s financial records relating to
the performance of the Services) shall be the property of NOVAMERICAN and shall
be returned to NOVAMERICAN at the end of the term in accordance with Section
8.




2.           TERM AND
TERMINATION




(a)           Unless
sooner terminated in accordance with Section 2(b), the effective date of the
Agreement shall be January 1, 2009 (the “Effective Date”) and the Agreement
shall terminate on December 31, 2009 (the “Initial Term”), unless terminated
earlier pursuant to Section 2(b) this Agreement. The term of this Agreement may
be further extended by written agreement of both Parties.












(b)           This
Agreement may be terminated by either Party with or without cause by providing
the other Party with 30 days’ written notice of termination.


(c)           Upon
the effective date of termination, CONSULTANT shall immediately cease performing
Services and incurring expenses for NOVAMERICAN regardless of the status of
completion of any project(s) or task(s) then underway. Upon termination of this
Agreement by either party, NOVAMERICAN’s sole obligation will be to pay
CONSULTANT for the actual days worked and expenses incurred by CONSULTANT prior
to the effective date of termination.




3.           COMPENSATION FOR SERVICES:
REIMBURSEMENT OF EXPENSES




(a)           NOVAMERICAN
shall pay CONSULTANT fixed compensation at the rate of $120,0000 for the Initial
Term. Payments for partial months will be prorated.




(b)           NOVAMERICAN
will reimburse CONSULTANT for reasonable travel, lodging, meals, parking, tolls,
mileage, and other out-of-pocket expenses incurred in connection with the
Services and in accordance with NOVAMERICAN’s established policies and which are
supported by adequate documentation.




(c)           CONSULTANT
will send NOVAMERICAN monthly invoices for payment due. Each invoice will
identify, for the month being invoiced, the amount of compensation due under
section 3(a) above and reimbursement due for expenses incurred during the month
under section 3(b) above. NOVAMERICAN will pay these invoices within thirty days
of the receipt.




4.           INDEPENDENT
CONTRACTOR




(a)           The
Parties agree that CONSULTANT is an independent contractor and not an employee
of NOVAMERICAN. CONSULTANT understands and agrees that he shall not be entitled
to any benefits provided to any employee of NOVAMERICAN. It shall be the sole
responsibility of CONSULTANT to report as income any compensation received
hereunder and to make requisite tax filings and payments to the appropriate
federal, state or local tax authority. NOVAMERICAN will not withhold or pay on
behalf of CONSULTANT (a) federal and local income taxes or (b) any other payroll
tax of any kind.




(b)           Neither
Party by virtue of this Agreement will have any right, power, or authority to
act or create any obligation, expressed or implied, on behalf of the other
Party.




(c)           Nothing
herein is intended to preclude CONSULTANT’s simultaneous or subsequent
engagement by third parties provided only that such services do not interfere
with CONSULTANT’s obligations under this Agreement or present a conflict of
interest, and are consistent with CONSULTANT’s duties of confidentiality set
forth in Section 8.




5.           FACILITIES;
SUPPORT




In the
event that Services are required to be performed in any location other than
CONSULTANT’s principal address, NOVAMERICAN shall make reasonable efforts to
provide to CONSULTANT adequate space as may be reasonably required by the nature
of the Services







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6.           REPRESENTATIONS AND
WARRANTIES




(a)           CONSULTANT
warrants and represents that he has full right and power to enter into this
Agreement and that the performance of his obligations hereunder do not and will
not violate any other agreement to which he is a party or by which he is bound.
CONSULTANT warrants and represents that he will comply with all applicable laws
and regulations in the performance of Services hereunder. CONSULTANT warrants
and represents that he will pay all income taxes that he is required to pay in
connection with the compensation received under this Agreement.




(b)           CONSULTANT
will defend any third-party claim arising out of a breach of any of the
warranties set forth in this Section 6 and, if it is determined that CONSULTANT
breached the warranties set forth herein, CONSULTANT will indemnify NOVAMERICAN
for any loss (including reasonable attorneys’ fees and expenses) it may suffer
as a result of such breach; provided, however, that such indemnification shall
be limited to the amount of compensation paid to CONSULTANT under this
Agreement. In no event shall CONSULTANT be liable to NOVAMERICAN for any
indirect, special or consequential damages in connection with or arising out of
this Agreement or the performance of the Services.




7.           CONFIDENTIALITY




(a)           CONSULTANT
understands and agrees that during the course of performing the Services, he
will or may receive, develop and be exposed to Confidential Information, as
hereinafter defined, of NOVAMERICAN. CONSULTANT agrees not to disclose,
transfer, use or distribute Confidential Information, in whole or in part, in
any form, for any purpose other than in connection with performing the Services
under this Agreement, without the prior written consent of
NOVAMERICAN.




(b)           Confidential
Information shall include, but is not specifically limited to NOVAMERICAN’s
business affairs, strategic plans and financial information. Confidential
Information shall not include any information that: (i) at the time of
disclosure or thereafter is generally available to and known by the public
(other than as a result of disclosure directly or indirectly by CONSULTANT);
(ii) was available to CONSULTANT on a non-confidential basis from a source other
than NOVAMERICAN, provided that such source is not and was not bound by a
confidentiality obligation with NOVAMERICAN; or (iii) has been independently
acquired or developed by CONSULTANT without violating any of his obligations
under this Agreement.




(c)           Upon
demand by NOVAMERICAN, or upon termination of this Agreement, CONSULTANT shall
promptly, and in no event later than fifteen (15) calendar days, return all
Confidential Information, and any and all copies of the same, belonging to
NOVAMERICAN or generated by CONSULTANT for the benefit of NOVAMERICAN, and shall
thereafter make no further use of them, or of any information contained in those
documents, whether in whole or in part. Notwithstanding anything to the contrary
herein, CONSULTANT may retain one copy of Confidential Information for records
retention purposes.





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(d)           CONSULTANT
acknowledges that Confidential Information is valuable to NOVAMERICAN and that a
breach of his obligations under this Section 7 cannot be fully compensated by
monetary damages in connection with any effort by NOVAMERICAN to obtain
equitable enforcement of this Section 7.


(e)           The
provisions of this Section 7 shall survive the expiration or termination of this
Agreement for any reason.




8.           MISCELLANEOUS




(a)           This
Agreement constitutes the entire Agreement between the Parties hereto pertaining
to the subject matter hereof, and supersedes all negotiations, preliminary
agreements and all prior and contemporaneous discussions and understandings of
the Parties in connection with the subject matter hereof




(b)           No
amendment, waiver, change or modification of any of the terms, provisions or
conditions of this Agreement shall be effective unless made in writing and
signed or initialed by the Parties. Waiver of any provision of this Agreement
shall not be deemed a waiver of future compliance therewith and such provision
shall remain in full force and effect.




(c)           Notice
pursuant to any provision in this Agreement requiring written notice shall be
delivered by certified mail, return receipt requested.




(d)           In
the event any provision of this Agreement is held invalid, illegal or
unenforceable, in whole or in part, the remaining provisions of this Agreement
shall not be affected thereby and shall continue to be valid and enforceable and
if, for any reason, a court finds that any provision of this Agreement is
invalid, illegal or unenforceable as written, but that by limiting such
provision it would become valid, legal or enforceable, then such provision shall
be deemed to be written and shall be construed and enforced as so
limited.




(e)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware. Words and phrases herein shall be construed as in the
singular or plural number and as masculine, feminine or neuter gender, according
to the context. The titles or captions or Sections of this Agreement are
provided for convenience or reference only and shall not be considered a part
hereof for purposes of interpreting or applying this Agreement and such titles
or captions do not define, limit, extend, explain or describe the meaning, scope
or extent of this agreement or any of its terms or conditions.




(f)           This
Agreement may not be assigned by a Party hereto without the written consent of
the other Party. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective legal representatives, heirs,
successors and assigns. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the Parties hereto (and their
respective heirs, legal representatives, successors and assigns), any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.




(g)           This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same







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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date and year first above
written.
  ODED
      COHEN
                              
                              NOVAMERICAN
      STEEL INC.By:
                              
                              
                              By:Title:


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SCHEDULE
A




The
Services described in Section 1(a) shall include the following:




Working
with NOVAMERICAN’S management team, including Corrado De Gasperis, Domenico
Lepore, Karen G. Narwold, Giovanni Siepe and James Guddy for the purpose of
continuous learning and knowledge development.





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