Insider Letter Agreement between International Metal Enterprises, Inc. and Ted Heilman Regarding IPO and Business Combination

  EXHIBIT 10.3 As of February 18, 2005 International Metal Enterprises, Inc. 1 Penn Plaza Suite 2514 New York, New York 10119 Sunrise Securities Corp. 641 Lexington Avenue 25th Floor New York, New York 10022 Re: Initial Public Offering ----------------------- Gentlemen: The undersigned stockholder, officer and director of International Metal Enterprises, Inc. ("Company"), in consideration of Sunrise Securities Corp. ("Sunrise") entering into a letter of intent ("Letter of Intent") to underwrite an initial public offering of the securities of the Company ("IPO") and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof): 1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all Insider Shares owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares. 2. In the event that the Company fails to consummate a Business Combination within 12 months from the effective date ("Effective Date") of the registration statement relating to the IPO (or 18 months under the circumstances described in the prospectus relating to the IPO), the undersigned will take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. In such event, the undersigned hereby waives any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company including, without limitation, any distribution of the Trust Fund (as defined in the Letter of Intent) as a result of such liquidation with respect to his Insider Shares ("Claim") and hereby  International Metal Enterprises, Inc. Sunrise Securities Corp. As of February 18, 2005 Page 2 waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. 3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business in the metals and mining industries, until the earlier of the consummation by the Company of a Business Combination, the commencement of liquidation proceedings of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and/or contractual obligations the undersigned might have. 4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Sunrise that the business combination is fair to the Company's stockholders from a financial perspective. 5. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned ("Affiliate") will be entitled to receive and will not accept any compensation for services rendered to the Company prior to the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for his out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. 6. Neither the undersigned, any member of the family of the undersigned, or any Affiliate of the undersigned will be entitled to receive or accept a finder's fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination. 7. The undersigned will escrow his Insider Shares for the three year period commencing on the Effective Date subject to the terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow agent acceptable to the Company. 8. The undersigned agrees to be the President and a member of the Board of Directors of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned's  International Metal Enterprises, Inc. Sunrise Securities Corp. As of February 18, 2005 Page 3 biographical information furnished to the Company and Sunrise and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned's background and contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned's Questionnaire furnished to the Company and Sunrise and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that: (a) he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and (c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. 9. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as President and a member of the Board of Directors of the Company. 10. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to Sunrise and its legal representatives or agents (including any investigative search firm retained by Sunrise) any information they may have about the undersigned's background and finances ("Information"). Neither Sunrise nor its agents shall be violating the undersigned's right of privacy in any manner in requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that connection. 11. As used herein, (i) a "Business Combination" shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business in the metals and/or mining industries; (ii) "Insiders" shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock of the Company owned by an Insider prior to the IPO; and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the Company's IPO.  International Metal Enterprises, Inc. Sunrise Securities Corp. As of February 18, 2005 Page 4 Ted Heilman ----------- Print Name of Insider /s/ Ted Heilman --------------- Signature  EXHIBIT A TED HEILMAN has been our president and a member of our board of directors since our inception. He has over 25 years' management and financial experience in international business and commodities. Since January 2003, Mr. Heilman has been the president of the finance division of Marco International, where he has managed that company's relationship with metals producer, Globe Metallurgical. From 1999 to June 2002, Mr. Heilman served as president and chief executive officer of InterCommercial Markets LLC, an online commodity logistics and trading services and software company that he founded and merged with ExImWare, Inc., where he remained as resident founder until January 2003. From 1989 to 1999, Mr. Heilman was affiliated with the Mercon Group, a multinational commodity trading and processing group, where he served in various capacities including executive vice president and chief operating officer. From 1984 to 1989, he was affiliated with the J. Aron Commodities Division of Goldman Sachs & Co. in New York, where he was named a vice president in sales and trading, managing major U.S. Corporate accounts and Latin American supplier relationships. Mr. Heilman began his business career as an international lending officer with the Bank of New York (Irving Trust Co.). He received a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from Harvard University. He speaks fluent Spanish.