Strategic Cooperation Agreement

STRATEGIC COOPERATION AGREEMENT


This Strategic Cooperation Agreement (the "Agreement") is entered into as of January 23, 2001 (the "Effective Date") by and between Metalync Company LLC, a Delaware limited liability Company ("Metalync"), Metaldyne Corporation, a Delaware corporation ("Metaldyne") (for purposes of Sections 2 and 4(a) only), and Global Metal Technologies, Inc., a Delaware corporation ("GMTI') (each a "Party" and collectively, the "Parties").


WHEREAS, Metalync and its subsidiary manufacture highly engineered products for the transportation, industrial and consumer markets and is commonly controlled with GMTI, a leading designer and manufacturer of highly engineered, medium size aluminum die castings predominantly for the automotive industry;


WHEREAS, Metalync intends to change its name to Metaldyne Company LLC;


WHEREAS, the Parties desire to realize the benefits of a cooperative relationship with respect to their complementary business services as part of a full metal forming and fabrication platform serving automotive and other industrial original equipment manufacturers ("OEMs");


WHEREAS, GMTI acknowledges that this Agreement is fair and equitable and contains terms comparable to the terms that would be achieved in an arm's length transaction with a person that is not an affiliate and is of the kind which would be entered into by a prudent person in the position of GMTI with a person which is not one of its affiliates;


WHEREAS, Metalync acknowledges that this Agreement is entered into in the ordinary course of business and contains terms and conditions not less favorable to Metalync than could be obtained on an arm's-length basis from an unrelated third party;


WHEREAS, the Parties desire to set forth in this Agreement certain aspects of a strategic relationship between Metalync and GMTI, some of which may be supplemented in the future by more detailed agreements;


NOW, THEREFORE, in exchange for valuable and adequate consideration and the terms set forth below, the Parties agree as follows:


1. STRATEGIC RELATIONSHIP.


(a) The purpose of this Agreement is to broadly establish certain of the
parameters for a strategic relationship between the Parties under
which the Parties will operate independently, but cooperatively, as
part of a full metal forming and fabrication platform serving
automotive and other industrial OEMs.


(b) During the Term of this Agreement, Metalync will provide to GMTI and
its subsidiaries, and GMTI will provide to Metalync and its
subsidiaries, the corporate services and functions listed on Schedule
A attached hereto as well as such other corporate services and/or
functions which may be mutually identified by the Parties in the
future, including those which may be contemplated by Section 1(c). It
is expected that the requirements for services and/or functions set
forth on Schedule A by a particular Party may be fluid. Accordingly,
the chief executive officers of each of GMTI and Metalync will be
meet frequently (and not less frequently than monthly) to identify
the mutual requirements of each such Party and to specify any changes
required to be made to the then existing arrangements.


(c) From time to time, the Parties will cooperate to identify employees
of GMTI and its subsidiaries whose employment by Metalync or one of
its subsidiaries rather than GMTI would be mutually advantageous.
Under such circumstances, the Parties will seek to arrange for the
termination of the GMTI employee, the immediate hiring of such
employee by Metalync or one of its subsidiaries on mutually
acceptable terms and the provision of services by such identified
employee or other employees of Metalync and its subsidiaries on the
terms contemplated hereby to the extent required by GMTI. In such
event, the salary and employee benefits paid to such employees will
become a responsibility of Metalync or its subsidiary from and after
the hiring of such employee.


(d) Charges by a Party for the provision of services by such Party to the
other Party and its subsidiaries pursuant to this Agreement will be
at the cost to the providing Party, except as set forth on the
Schedules hereto or as may be otherwise agreed. Metalync and GMTI
will deliver invoices to one another on a regular basis to be
determined (but not less frequently than quarterly) for services
rendered hereunder and the net amount shall be paid by the Party
owing amounts for the particular period in accordance with the term
of the particular invoice (but not later than 90 days after the date
of the invoice). Each Party will endeavor to maintain adequate
records to support such invoices and the Parties will cooperate with
one another in


accounting and tax matters necessitated by this Agreement. If
requested by any Party, the other Party will provide such supporting
information as may be reasonably requested by it.


(e) It is agreed that GMTI and Metalync will be cooperatively marketing
their collective products and services on a basis that is mutually
beneficial and that each Party will have the opportunity to benefit
from cost reductions in raw materials and energy costs due to, among
other things, volume discounts from suppliers, the greater
procurement and provisioning capabilities of one Party as compared
with the other Party. The Parties will negotiate with one another in
good faith to identify such opportunities and to document them as
identi ...