HEADWATERS INC
EMPLOYMENT AGREEMENT WITH RAUL DEJU
<DOCUMENT>
<TYPE>EX-10.60.3
<SEQUENCE>8
<FILENAME>ex10603k093002.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH RAUL DEJU
<TEXT>
Exhibit 10.60.3


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This first amendment to employment agreement (this "Agreement") is
effective on October 1, 2001 by and between ISG Resources, Inc. ("Employer")
with its principal place of business located at 136 East South Temple, Suite
1300, Salt Lake City, Utah 84111 and Raul A. Deju ("Employee"), an individual
who resides in Moraga, California.

         WHEREAS, JTM Industries, Inc. ("JTM") and Employee entered into an
Employment Agreement on October 14, 1997 (the "Employment Agreement") and
whereas JTM was merged into Employer on January 1, 1999;

         WHEREAS Employer and Employee desire to amend the Employment Agreement
as set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth
herein.

         1. Section 3 of the Employment Agreement is amended to provide that the
term of employment shall run through December 31, 2003 (the "Term"), and all
other obligations of Employer shall be extended for a like period. At the
expiration of the Term, this Agreement shall be automatically extended for
additional terms of one year, unless one party notifies the other party of its
desire to not extend the term of this Agreement by giving written notice of such
desire to the other party, in writing, by October 1 of the year of the then
current term.

         2. Section 4 (a) of the Employment Agreement is amended to provide that
Employee's Base Salary shall be increased to the rate of three hundred forty
thousand dollars ($340,000).

         3. The remaining provisions of the Employment Agreement shall remain in
full force and effect. Reference is craved to the Employment Agreement for
specific terms and conditions thereof which are incorporated herein by
reference, except as amended by this Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year above written.


ISG RESOURCES, INC.                                  RAUL A. DEJU


/s/ R. Steve Creamer                                 /s/ Raul A. Deju
                                                    ----------------------------
By: R. Steve Creamer                                  Raul A. Deju
Its: CEO

<PAGE>

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT, dated as of October 14, 1997 (this "Agreement"),
by and between JTM Industries. Inc. (the "Company") and Raul Deju (the
"Executive").

         WHEREAS, simultaneous with and effective upon the acquisition of the
Company by Industrial Quality Services, Inc., a Delaware corporation from
Laidlaw, Inc. the Company desires to employ the Executive as President and Chief
Operating Officer of the Company; and

         WHEREAS, the Executive desires to be retained in such capacity on the
terms and conditions set forth herein, effective upon the consummation of such
acquisition (the "Commencement Date"), it being understood and acknowledged that
if the consummation of the acquisition shall not occur, this Agreement shall
have no force or effect.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements made herein, the Company and the Executive agree as follows:

         1. No Conflict. The Executive represents to the Company that the
execution, delivery and performance by the Executive of this Agreement do not
and shall not conflict with or result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default under any contract,
agreement or understanding, whether oral or written, to which the Executive is a
party or of which the Executive is or should be aware.

         2. Employment: Duties. The Company shall employ the Executive as
President and Chief Operating Officer for the "Employment Period" as defined in
Section 3. The Executive, in his capacity as President Chief Operating Officer,
shall have such duties, responsibilities and authority normally incident to such
office. The precise duties, responsibilities and authority of the Executive may
be expanded, limited or modified, at any time and from time to time, at the
discretion of the Board of Directors of the Company (the "Board"). During the
Employment Period, the Executive shall render his business services primarily in
the performance of his duties hereunder, and the Executive agrees that during
the term of his employment hereunder, he shall devote substantially all of his
working time, attention, knowledge and experience and give his best effort,
skill and abilities, to promote the business and interests of the Company. Other
than as set forth on Schedule A hereto, the Executive may not serve as an
officer or director of, make investments in, or otherwise participate in, any
other entity without the prior written consent of the Board; provided, however,
that the foregoing shall not prevent the Executive from acquiring, directly or
indirectly, solely as an investment, not more that five percent (5%) of any
class of securities of any entity that are registered under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended, including the
regulations issued thereunder.

         3. Employment Period. This Agreement shall have a term of three years,
commencing as of the Commencement Date and ending on the third anniversary of
the Commencement Date (the "Initial Period"), unless sooner terminated in

                                       1
<PAGE>

accordance with the provisions of Section 9. On the expiration of the Initial
Period and on each yearly anniversary thereof, this Agreement shall
automatically renew for an additional one-year period, unless sooner terminated
in accordance with the provisions of Section 9, unless the Company or the
Executive notifies the other in writing of its intention not to renew this
Agreement not less than sixty (60) days prior to such expiration date or
anniversary, as the case may be. The term of this Agreement, as in effect from
time to time, is referred to herein as the "Employment Period".

         4. Compensation and Benefits.

         (a) Base Compensation. The Executive shall be paid an aggregate base
salary (the "Base Salary") at the rate of $140,000 per annum, less statutory
deductions and withholdings. The Base Salary shall be payable in a manner
consistent with the normal payroll practices of the Company as in effect from
time to time. The Base Salary shall be reviewed annually by the Compensation
Committee of the Board (the "Committee").

         (b) Annual Bonus. In addition to the Base Salary, the Executive may be
entitled to receive a discretionary annual bonus for each year during the
Employment Period based upon such factors as shall be established by the
Committee, at the sole discretion of the Committee.

         (c) Employee Benefits. The Executive shall be entitled to participate
in each and every employee benefit and group insurance plan and program provided
by the Company for its officers and employees generally, in accordance with the
terms of the applicable plan documents as they may be amended from time to time,
substantially consistent with the employee benefits being provided to the
officers and/or employees of the Company as of the date immediately preceding
the effectiveness of this Employment Agreement.

         (d) Business Expense Reimbursement. The Company shall reimburse the
Executive for all reasonable and necessary business and travel expenses that the
Executive incurs in connection with the Executive's performance of services for
the Company hereunder, in accordance with the reimbursement policies established
by the Company from time to time (which, the parties hereto acknowledge, shall
be consistent with the policies of the Company as they relate to business
expense reimbursement as of the date immediately preceding the effectiveness of
this Employment Agreement), and shall reimburse the Executive for the reasonable
expenses associated with the maintenance of an office in California, provided
that such reimbursement shall be limited to $3,000 per month.

         5. Confidentiality. The Executive recognizes that it is in the
legitimate business interest of the Company to restrict his disclosure or use of
Trade Secrets and Confidential Information relating to the Company and its
direct or indirect subsidiaries, parents or affiliates for any purpose other
than in connection with his performance of his duties to the Company, and to
limit any potential appropriation of such Trade Secrets and Confidential
Information by the Executive. The Executive therefore agrees that both during
and at all times after the Employment Period, be shall maintain as confidential
all Trade Secrets and Confidential Information relating to the Company and its
direct or indirect subsidiaries, parents or affiliates heretofore or in the
future obtained by the Executive The terms "Trade Secrets" and/or "Confidential

                                       2
<PAGE>

Information" means matters protected by the Uniform Trade Secrets Act as stated
in California Civil Code Sections 3426 through 3426.10 and as interrupted under
California law. Confidential Information includes matters of a significant
technical or business nature that have been maintained as confidential or the
disclosure of which could likely have an adverse effect upon the interests of
the Company or its direct or indirect subsidiaries, parents or affiliates.

         6. Return of Documents and Property. Upon the termination of the
Executive's employment with the Company, or at any time upon the request of the
Company, the Executive (or his heirs or personal representatives) shall deliver
to the Company (a) all documents and materials (including, without limitation,
computer files) containing Trade Secrets or other Confidential Information
relating to the business and affairs of the Company and its direct and indirect
subsidiaries, parents or affiliates, and (b) all documents, materials and other
property (including. without limitation, computer files) belonging to the
Company or its direct or indirect subsidiaries, parents or affiliates, which in
either case are in the possession or under the control of the Executive (or his
heirs or personal representatives).

         7. Discoveries and Works. All Discoveries and Works made or conceived
by the Executive during his employment by the Company, whether during the
Employment Period or at any time prior thereto, whether or not on the property
or premises of the Company, jointly or with others, which relate to the
activities of the Executive with the Company or its direct or indirect
subsidiaries, parents or affiliates shall be owned by the Company or its direct
or indirect subsidiaries, parents or affiliates. The term "Discoveries and
Works" includes, by way of example but without limitation, Trade Secrets and
other Confidential Information, patents and patent applications, trademarks and
trademark registrations and applications, service marks and service mark
registrations and applications, trade names, copyrights and copyright
registrations and applications. The Executive shall (a) promptly notify, make
full disclosure to, and execute and deliver any documents requested by, the
Company, as the case may be, to evidence or better assure title to Discoveries
and Works in the Company or its direct or indirect subsidiaries, parents or
affiliates, as so requested, (b) renounce any and all claims, including but not
limited to claims of ownership and royalty, with respect to all Discoveries and
Works and all other property owned or licensed by the Company or its direct or
indirect subsidiaries, parents or affiliates, (c) assist the Company or its
direct or indirect subsidiaries, parents or affiliates in obtaining or
maintaining for itself at its own expense United States and foreign patents,
copyrights, trade secret protection or other protection of any and all
Discoveries and Works, and (d) promptly execute, whether during his employment
with the Company or thereafter, all applications or other endorsements necessary
or appropriate to maintain patents and other rights for the Company or its
direct or indirect subsidiaries, parents or affiliates and to protect the title
of the Company or its direct or indirect subsidiaries, parents or affiliates
thereto, including but not limited to assignments of such patents and other
rights. The Executive acknowledges that all Discoveries and Works shall be
deemed "works made for hire" under the Copyright Act of 1976, as amended, 17
U.S.C. ss.101.

                                       3
<PAGE>

         8. Noncompetition and Nonsolicitation.

         (a) Restrictive Covenant. The Executive agrees that he shall, during
the Restricted Period (as defined below), refrain from, either alone or in
conjunction with any other Person, or directly or indirectly through his present
or future affiliates or Associates (as defined below):

                  (i) (except pursuant to his duties performed for the Company
         during the Employment Period) directly or indirectly, owning, managing,
         operating, joining, or having a financial interest in, controlling or
         participating in the ownership, management, operation or control of, or
         being employed as an employee, agent or the Executive, or in any other
         individual or representative capacity whatsoever, or using or
         permitting his name to be used in connection with, or lending
         assistance (financial or otherwise) to or being otherwise connected in
         any manner with any business or enterprise engaged in the Restricted
         Business (as defined below) within any portion of the United States
         (whether or not such business is physically located within the United
         States); provided, however, that nothing contained herein shall be
         construed as preventing the Executive from engaging in the ownership,
         purchase and/or sale of landfills; and

                  (ii) soliciting, inducing, entering into any agreement with,
         or attempting to influence any individual who the Executive, after due
         inquiry, knows is an employee of the Company or any of its
         subsidiaries, parents or affiliates during the Restricted Period to
         terminate his or her employment relationship with the Company or such
         subsidiary or affiliate, or to become employed by the Executive or any
         affiliate or associate of the Executive or any person by which the
         Executive is employed, or interfering in any other way with the
         employment, or other relationship, of the Company or such subsidiary,
         parent or affiliate and any employee thereof.

         (b) Definitions. As used herein:

                  (i) "Associate" means with respect to any person, any
         corporation or other business organization of which such person is an
         officer, employee or partner or is the beneficial owner, directly or
         indirectly, of ten percent (10%) or more of any class of equity
         securities, any trust or estate in which such person has a substantial
         beneficial interest or as to which such person serves as a trustee or
         in a similar capacity and any relative or spouse of such person, or any
         relative of such spouse;

                  (ii) "Cause" shall mean (i) the willful and continued failure
         of the Executive to follow the lawful directions of the Board, (ii) any
         act of fraud or dishonesty, misappropriation or embezzlement, or
         willful and material misconduct in connection with the performance of
         the Executive's duties hereunder, (iii) a material breach by the
         Executive of any material provision hereof or of any material
         contractual or material legal duty to the Company (including, but not
         limited to, the unauthorized disclosure of Trade Secrets or other
         Confidential Information), after written notice thereof from the Board
         and a 30-day opportunity to cure in the event that such breach is
         curable, (iv) the conviction of the Executive of a felony or other
         crime or offense involving moral turpitude (including pleading guilty
         or no contest to such a crime or offense or a lesser charge which
         results from plea bargaining), whether or not committed in connection
         with the business of the Company, (v) the Executive's alcohol or
         substance abuse or (vi) a material breach by the Executive of the

                                       4
<PAGE>

         provisions of any stockholders agreement or other agreement relating to
         the Executive's acquisition of an equity interest in the Company to
         which the Executive may become a party on or after the Commencement
         Date after written notice thereof from the Board and a 30-day
         opportunity to cure in the event that such breach is curable.

                  (iii) "Good Reason" shall mean a material breach by the
         Company of any material provision hereof (after written notice thereof
         from the Executive and a 30-day opportunity to cure in the event that
         such breach is curable); a transfer of the Executive's customary place
         of employment to a location more than 40 miles from Salt Lake City,
         Utah; or a material change in the nature of the Executive's duties,
         title or responsibility without the consent of the Executive.

                  (iv) "Restricted Business" means the provision of coal
         by-product ("CCB") management services, such as collection, removal,
         disposal and marketing of fly-ash and other CCBs.

                  (v) "Restricted Period" means the Employment Period, and the
         period thereafter equal to (i) three years in the case of a termination
         of the Employment Period by the Company with Cause or by the Executive
         without Good Reason, or (ii) two years in the case of a termination of
         the Employment Period for any other reason (including by reason of
         expiration of the term of the Agreement).

         (c) Reasonableness of Restrictions. The Executive acknowledges and
agrees that the restrictions set forth in this Section 8, and, specifically, the
period of time designated as the Restricted Period and geographical area
specified hereunder, are reasonable in view of the nature of the business in
which the Company is engaged, and the Executive's particular knowledge of the
Company's and its subsidiaries, parents and affiliates' respective businesses,
and the Executive hereby agrees not to challenge in any way, or to otherwise
raise a defense to, the enforceability of any of the restrictions set forth in
this Section 8 during the Restricted Period in any manner whatsoever, including
but not limited to challenging the reasonableness of the restrictions set forth
herein.

         (d) Enforceability of Restrictive Covenant. It is the understanding of
the Executive and the Company that the provisions of this Section 8 be enforced
to the fullest extent permissible under the laws and policies of each
jurisdiction in which enforcement may be sought, and that the unenforceability
(or the modification to conform to such laws or policies) of any provisions of
this Section shall not render unenforceable, or impair, the remainder of the
provisions of this Section 8, or of this Agreement.

         9. Termination.

         (a) The Company or the Executive may terminate this Agreement, with or
without cause, with or without prior notice. In the event the Company terminates
this Agreement or the Executive resigns from employment, the Executive's rights
and the obligations of the Company hereunder shall cease as of the effective

                                       5
<PAGE>

date of the termination, including, without limitation, the right to receive the
Base Salary, any Bonus Award and all other compensation or benefits provided for
in this Agreement, and the Executive hereby acknowledges and agrees that no
severance or similar or other damages or payments of any kind whatsoever shall
be payable to the Executive due to, in connection with, or in the event of, the
Executive's termination or resignation from employment for any reason.

         (b) Termination Without Cause; Resignation for Good Reason. In the
event the Company terminates this Agreement without Cause, or the Executive
resigns for Good Reason, the Executive shall be entitled to continue to receive
payments of his Base Salary for the balance of the then-existing Employment
Period, payable at such times and in such amounts as if this Agreement were not
terminated; provided, however, that the period during which the Executive shall
be entitled to continue to receive payments of his Base Salary, any Bonus Award
and all other compensation or benefits provided for in this Agreement, and the
Executive hereby acknowledges and agrees that, except for the Accrued
Obligations, no severance or similar or other damages or payments of any kind
whatsoever shall be payable to the Executive due to, in connection with, or in
the event of, such termination or resignation. Notwithstanding the foregoing,
such continuation of Base Salary shall immediately cease upon any violation by
the Executive of the restrictions contained in Sections 5, 6, 7 and 8 hereof,
provided, that if such violation is curable, the Company shall have first given
the Executive notice thereof and a period of 30 days in which to cure such
violation.

         (c) Termination for Cause: Resignation without Good Reason. In the
event the Company terminates this Agreement for Cause or in the event that the
Executive resigns from his employment under this Agreement without Good Reason,
the Executive's rights hereunder shall cease as of the effective date of the
termination, including, without limitation, the right to receive the Base
Salary, and Bonus Award and all other compensation or benefits provided for in
this Agreement. In such event, the Executive hereby acknowledges and agrees
that, except for the Accrue Obligations, no severance or similar or other
damages or payment of any kind whatsoever shall be payable to the Executive due
to, in connection with, or in the event of, such termination.

         (d) Disability: Death. If, prior to the expiration of the Employment
Period or the termination of this Agreement, the Executive shall be unable to
perform his duties by reason of mental or physical disability for at least
one-hundred eighty (180) consecutive days or any one-hundred eighty (180) days
(whether or not consecutive ) in any three-hundred sixty (360) consecutive day
period, the Company may terminate this Agreement and the remainder of the
Employment Period by giving written notice to the Executive to that effect.
Immediately upon the giving of such notice, the Employment Period shall
terminate. Upon termination of this Agreement pursuant to this Section 9(d), the
Executive shall be paid, in addition to the Accrued Obligations, his Base Salary
for the month in which notice is given. In the event of a dispute as to whether
the Executive is disabled within the meaning of Section 9(d), either party may
from time to time request a medical examination of the Executive by a doctor
appointed by the Chief of Staff of a hospital selected by mutual agreement of
the parties, or as the parties may otherwise agree, and the written medical
opinion of such doctor shall be conclusive and binding upon the parties as to
whether the Executive has become disabled and the date when such disability

                                       6
<PAGE>

arose. If, prior to the expiration of the Employment Period or the termination
of this Agreement, the Executive shall die, the Executive's estate shall be
paid, in addition to the Accrued Obligations, his Base Salary through the end of
the month in which the Executive's death has occurred, at which time the
Employment Period shall terminate without further notice and the Company shall
have no further obligations hereunder.


         10. Enforcement.

         (a) Equitable Relief. The Executive agrees that the remedies at law for
any breach or threat of breach by him of any of the provisions of Sections 5, 6,
7, and 8 hereof will be inadequate, and that, in addition to any other remedy to
which the Company may be entitled at law or in equity, the Company shall be
entitled to a temporary or permanent injunction or injunctions or temporary
restraining order or orders to prevent breaches of the provisions of Sections 5,
6, 7, and 8 hereof and to enforce specifically the terms and provisions thereof,
in each case without the need to post any security or bond. Nothing herein
contained shall be construed as prohibiting the Company from pursuing, in
addition, any other remedies available to the Company for such breach or
threatened breach. A waiver by the Company of any breach of any provision hereof
shall not operate or be construed as a waiver of a breach of any other provision
of this Agreement or of any subsequent breach by the Executive.

         (b) Enforceability. It is expressly understood and agreed that although
the Company and the Executive consider the restrictions contained in Sections 5,
6, 7 and 8 hereof to be reasonable for the purpose of preserving the goodwill,
proprietary rights and going concern value of the Company, if a final
arbitratory or judicial determination is made by a court or arbitrator having
jurisdiction that the time or territory or any other restriction contained in
such Sections 5, 6, 7 and 8 is an unenforceable restriction on the Executive's
activities, the provisions of such Sections 5, 6, 7 and 8 shall not be rendered
void but shall be deemed amended to apply as to such maximum time and territory
and to such other extent as such arbitrator or court may determine or indicate
to be reasonable. Alternatively, if the arbitrator or court referred to above
finds that any restriction contained in Sections 5, 6, 7 or 8 or any remedy
provided herein is unenforceable, and such restriction or remedy cannot be
amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained therein or the
availability of any other remedy. The provisions of Sections 5, 6, 7 and 8 shall
in no respect limit or otherwise affect the Executive's obligations under other
agreements with the Company, and the provisions of Sections 5,6,7 and 8 shall in
no respect limit the rights of the Executive as set forth in this Agreement or
any other agreement between the Executive and the Company.

         11. Assignment. The rights and obligations of the parties under this
Agreement shall not be assignable by either the Company or the Executive,
provided that this Agreement is assignable by the Company to any affiliate of
the Company, to any successor in interest to any business of the Company, or to
a purchaser of all or substantially all of the assets of any business of the
Company.

                                       7
<PAGE>

         12. Notices. Any notice required or permitted under this Agreement
shall be deemed to have been effectively made or given if in writing and
personally delivered, mailed properly addressed in a sealed envelope, postage
prepaid by certified or registered mail, delivered by a reputable overnight
delivery service or sent by facsimile. Unless otherwise changed by notice,
notice shall be properly addressed to the Executive if addressed to:


                           Raul Deju
                           5 Hastings Court
                           Moraga, California 94556
                           Facsimile No.: (510) 299-7840

                           with a copy to:

                           Otis & Hogan
                           180 Montgomery Street, Suite 1240
                           San Francisco, California 94104
                           Facsimile No.: (415) 362-7332
                           Attention: J. Morrow Otis

and properly addressed to the Company if addressed to:

                           JTM Industries, Inc.
                           127 South 500 East
                           Suite 675
                           Salt Lake City, Utah 84102
                           Attention: Chief Executive Officer

                           with a copy to:

                           Citicorp Venture Capital, Ltd.
                           399 Park Avenue
                           New York, New York 10043
                           Attention:  Joseph Silvestri
                           Facsimile No.: (212) 888-2940

         13. Severability. Wherever there is any conflict between any provision
of this Agreement and any statute, law, regulation or judicial precedent, the
latter shall prevail. In the event that any provision of this Agreement shall be
held by a court of proper jurisdiction to be indefinite, invalid, void or
voidable or otherwise unenforceable, the balance of the Agreement shall continue
in full force and effect unless such construction would clearly be contrary to
the intentions of the parties or would result in an unconscionable injustice.

         14. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                                       8
<PAGE>

         15. Effect of Termination. Notwithstanding anything to the contrary
contained herein, if this Agreement or the Executive's employment is terminated
pursuant to Section 9 or otherwise expires, the provisions of Sections 5, 6, 7,
8, 9, 10, 12, 13, 15, 16, 17 and 18 shall continue in full force and effect.

         16. Disputes. Except as necessary to obtain the relief specified in
Section 10(a). any claim or controversy arising out of or relating to this
Agreement, or any breach thereof, or otherwise arising out of or relating to the
Executive's employment, compensation and benefits with the Company or the
termination thereof hereafter, shall be settled by arbitration in San Francisco
County, California, in accordance with the rules established by the American
Arbitration Association, provided, however, that the parties agree that (i) a
30-day negotiation period between the Company and the Executive will be
specified prior to any arbitration proceeding; (ii) the arbitrator shall be
prohibited from disregarding, adding to or modifying the terms of this
Agreement; and (iii) the arbitrator shall be required to follow established
principles of substantive law and the law governing burdens of proof. Any claim
or controversy not submitted to arbitration in accordance with this Section 16
shall be considered waived and, thereafter, no arbitration panel or tribunal or
court shall have the power to rule or make any award on any such claim or
controversy. The award rendered in any arbitration proceeding held under this
Section 16 shall be final and binding, and judgment upon the award may be
entered in any court having jurisdiction thereof. The prevailing party shall be
entitled to recover all reasonable attorneys fees and related costs from the
losing party.

         17. Miscellaneous: Choice of Law. This Agreement constitutes the entire
agreement, and supersedes all prior agreements, of the parties hereto relating
to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained herein. This
Agreement shall be governed by and construed in accordance with (i) with respect
to Section 8 and all other provisions of this Agreement which affect the
interpretation and/or the enforceability of the restrictive covenants therein
contained, the domestic laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of New York, and (ii) with respect to
all other provisions of this Agreement, the domestic laws of the State of
California, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of California.

         18. Indemnification. In the event that any claim is asserted against
the Executive, including but not limited to any legal action or administrative
proceeding, whether civil or criminal, by reason of the fact that the Executive
is or was an officer or director of the Company or any subsidiary or affiliate
of the Company, the Executive shall be indemnified by the Company, and the
Company shall pay the Executive's attorney fees, accounting fees, expert witness
fees and other customary expense within 30 days after the Company receives
notice of such fees, expenses and costs, all to the fullest extent permitted by
law, provided, however, that no indemnification shall be made hereunder with
respect to payments and expenses incurred in relation to (i) matters as to which
the Executive shall not have acted in good faith and in the reasonable belief
that his action was in the best interest of the Company, or (ii) matters as to
which are otherwise prohibited by law.

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<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the day and year first above written.



                                               JTM INDUSTRIES, INC.



                                               /s/ J.I. Everest, II
                                              ----------------------------------
                                               By: J.I. Everest, II
                                               Title: Treasurer and CFO

                                               EXECUTIVE


                                               /s/ Raul Deju
                                              ----------------------------------
                                               Raul Deju

                                       10

</TEXT>
</DOCUMENT>
