Stock Escrow Agreement

Exhibit 10.8 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of __________, 2005("Agreement"), by and among INTERNATIONAL METAL ENTERPRISES, INC., a Delawarecorporation ("Company"), ALAN KESTENBAUM, MICHAEL BARENHOLTZ, JORDAN KESTENBAUM,ARIELLE KESTENBAUM, JACOB KESTENBAUM and TED HEILMAN (collectively "InitialStockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New Yorkcorporation ("Escrow Agent"). WHEREAS, the Company has entered into an UnderwritingAgreement, dated __________, 2005 ("Underwriting Agreement"), with SunriseSecurities Corp. ("Sunrise") acting as representative of the severalunderwriters (collectively, the "Underwriters"), pursuant to which, among othermatters, the Underwriters have agreed to purchase 30,000,000 units ("Units") ofthe Company. Each Unit consists of one share of the Company's Common Stock, parvalue $.0001 per share, and two Warrants, each Warrant to purchase one share ofCommon Stock, all as more fully described in the Company's final Prospectus,dated ___________, 2005 ("Prospectus") comprising part of the Company'sRegistration Statement on Form S-1 (File No. 333-_________) under the SecuritiesAct of 1933, as amended ("Registration Statement"), declared effective on_________, 2005 ("Effective Date"). WHEREAS, the Initial Stockholders have agreed as a conditionof the sale of the Units to deposit their shares of Common Stock of the Company,as set forth opposite their respective names in Exhibit A attached hereto(collectively "Escrow Shares"), in escrow as hereinafter provided. WHEREAS, the Company and the Initial Stockholders desire thatthe Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursedas hereinafter provided. IT IS AGREED: 1. Appointment of Escrow Agent. The Company and the InitialStockholders hereby appoint the Escrow Agent to act in accordance with andsubject to the terms of this Agreement and the Escrow Agent hereby accepts suchappointment and agrees to act in accordance with and subject to such terms. 2. Deposit of Escrow Shares. On or before the Effective Date, each ofthe Initial Stockholders shall deliver to the Escrow Agent certificatesrepresenting his respective Escrow Shares, to be held and disbursed subject tothe terms and conditions of this Agreement. Each Initial Stockholderacknowledges that the certificate representing his Escrow Shares is legended toreflect the deposit of such Escrow Shares under this Agreement. 3. Disbursement of the Escrow Shares. The Escrow Agent shall hold theEscrow Shares until the third anniversary of the Effective Date ("EscrowPeriod"), on which date it shall, upon written instructions from each InitialStockholder, disburse each of the Initial Stockholder's Escrow Shares to suchInitial Stockholder; provided, however, that if the Escrow Agent is notified bythe Company pursuant to Section 6.7 hereof that the Company is being liquidatedat any time during the Escrow Period, then the Escrow Agent shall promptlydestroy the certificates representing the Escrow Shares and; provided further,that if, after the Company consummates a Business Combination (as such term isdefined in the Registration Statement), it (or the surviving entity)subsequently consummates a liquidation, merger, stock exchange or other similartransaction which results in all of the stockholders of such entity having theright to exchange their shares of Common Stock for cash, securities or otherproperty, then the Escrow Agent will, upon receipt of a certificate, executed bythe Chief Executive Officer or Chief Financial Officer of the Company, in formreasonably acceptable to the Escrow Agent, that such transaction is then beingconsummated, release the Escrow Shares to the Initial Stockholders uponconsummation of the transaction so that they can similarly participate. TheEscrow Agent shall have no further duties hereunder after the disbursement ordestruction of the Escrow Shares in accordance with this Section 3. 4. Rights of Initial Stockholders in Escrow Shares. 4.1 Voting Rights as a Stockholder. Subject to the terms ofthe Insider Letter described in Section 4.4 hereof and except as hereinprovided, the Initial Stockholders shall retain all of their rights asstockholders of the Company during the Escrow Period, including, withoutlimitation, the right to vote such shares. 4.2 Dividends and Other Distributions in Respect of the EscrowShares. During the Escrow Period, all dividends payable in cash with respect tothe Escrow Shares shall be paid to the Initial Stockholders, but all dividendspayable in stock or other non-cash property ("Non-Cash Dividends") shall bedelivered to the Escrow Agent to hold in accordance with the terms hereof. Asused herein, the term "Escrow Shares" shall be deemed to include the Non-CashDividends distributed thereon, if any. 4.3 Restrictions on Transfer. During the Escrow Period, nosale, transfer or other disposition may be made of any or all of the EscrowShares except (i) by gift to a member of Initial Stockholder's immediate familyor to a trust, the beneficiary of which is an Initial Stockholder or a member ofan Initial Stockholder's immediate family, (ii) by virtue of the laws of descentand distribution upon death of any Initial Stockholder, or (iii) pursuant to aqualified domestic relations order; provided, however, that such permissivetransfers may be implemented only upon the respective transferee's writtenagreement to be bound by the terms and conditions of this Agreement and of theInsider Letter signed by the Initial Sto ...