EMPLOYMENT AGREEMENT

            EMPLOYMENT AGREEMENT ("Agreement") dated as of February 7, 2006
among RathGibson, Inc. (the "Company") and its affiliated companies, RGCH
Holdings Corp. ("Holdings") and RGCH Holdings LLC (the "LLC"), and C. Michel
Griffith (the "Executive") (together, the "Parties").

            WHEREAS, the Parties wish to establish the terms of the Executive's
employment with the Company.

            Accordingly, the Parties agree as follows:

            1.    Employment and Acceptance. The Company, Holdings and the LLC
shall employ the Executive, and the Executive shall accept employment, subject
to the terms of this Agreement, on the "Closing Date," as defined under the
Stock Purchase Agreement by and among the Company, the LLC, and the current
holders of all capital stock of the Company, dated as of December 6, 2005 (the
"Effective Date").

            2.    Term. Subject to earlier termination pursuant to Section 5 of
this Agreement, the employment relationship hereunder shall continue from the
Effective Date until the second anniversary of the Effective Date (the "Initial
Term") and shall extend for successive two (2) year terms thereafter, unless any
Party shall have given ninety (90) days written notice to the other, prior to
the expiration of the Initial Term or extended term, that it does not wish to
extend the Term. As used in this Agreement, the "Term" shall refer to the period
beginning on the Effective Date and ending on the date the Executive's
employment terminates in accordance with this Section 2 or Section 5. In the
event that the Executive's employment terminates, the Company's obligation to
continue to pay all Base Salary (defined below in Section 4.1), as adjusted,
"Bonus" (defined below in Section 4.2), and other benefits then accrued shall
terminate except as may be provided for in Section 6 of this Agreement.

            3.    Duties and Title.

                  3.1   Title. The Executive shall serve in the capacity of Vice
President Sales, Domestic and International of the Company, Holdings, and the
LLC, and shall report to the Chief Executive Officer of the Company.

                  3.2   Duties. The Executive will have the same authority and
responsibilities as he held in his position as Vice President Sales, Domestic
and International of the Company prior to the Effective Date and will perform
such executive duties customarily performed by a vice president sales, domestic
and international of a company in similar lines of business as the Company,
including such duties as may be assigned to the Executive by the Board of
Directors of the LLC (the "Board") or the Chief Executive Officer of the
Company. The Executive will devote all his full business time and attention to
the performance of such duties and to the promotion of the business and
interests of the Company, Holdings, the LLC, and their subsidiaries. This
Section 3.2, however, shall not prevent the Executive, during the Term, from
serving as a member of the board of directors of two other companies or the
board of directors of civic and charitable organizations, provided that such
membership does not materially interfere with the Executive's performance of his
duties under this Agreement or conflict with Section 7.3 of this Agreement.




            4.    Compensation and Benefits by the Company. As compensation for
all services rendered pursuant to this Agreement, the Company shall provide the
Executive the following during the Term:

                  4.1   Base Salary. The Company will pay to the Executive an
annual base salary of $241,500, payable in accordance with the customary payroll
practices of the Company ("Base Salary"), less applicable withholdings for
federal, state, and local taxes. The Board will review annually the Executive's
Base Salary for upward adjustment.

                  4.2   Bonus. The Executive shall be eligible to receive an
annual bonus ("Bonus") under a plan established by the Company in the amount
determined by the compensation committee of the Board.

                  4.3   Participation in Employee Benefit Plans. The Executive
shall be entitled, if and to the extent eligible, to participate in all of the
applicable benefit plans of the Company, which may be available to other senior
executives of the Company, pursuant to the terms of such plans and on the same
terms as other senior executives of the Company. Notwithstanding the foregoing,
the Executive shall not, at any time, receive any personal loans from the
Company pursuant to any benefit plan or otherwise.

                  4.4   Perquisites, The Executive shall be entitled to receive
the same perquisites, in kind and quantity, as the Executive was entitled to
receive from the Company as of the date of the Stock Purchase Agreement.

                  4.5   Vacation. The Executive shall be entitled to twenty (20)
days of paid vacation each fiscal year of the Company. The carry-over of
vacation days shall be in accordance with the vacation policy set forth in the
Rath Manufacturing Co., Inc. Employee Handbook dated May 2005. The Executive
shall not be entitled to payment for unused vacation days upon the termination
of his employment except as set forth in Section 6.2 below.

                  4.6   Expense Reimbursement. The Executive shall be entitled
to receive reimbursement for all appropriate business expenses incurred by him
in connection with his duties under this Agreement in accordance with the
policies of the Company as in effect from time to time.

            5.    Termination of Employment.

                  5.1   Death. The Executive's employment hereunder shall
terminate immediately upon his death.

                  5.2   Disability. The Company may immediately terminate the
Executive's employment due to his "Disability." For purposes of this Agreement,
"Disability" shall mean a good faith determination by the Board in accordance
with applicable law that as a result of a physical or mental injury or illness,
the Executive is unable to perform the essential functions of his job with or
without reasonable accommodation for a period of (i) ninety (90) consecutive
days or (ii) one hundred eighty (180) days in any twelve (12) month period.

                  5.3   By the Company for Cause. The Company may immediately
terminate the Executive's employment, for "Cause" (as defined below), by action
of the Board,


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upon written notice by the Board to the Executive identifying the act or acts
constituting Cause. For purposes of this Agreement, "Cause" means: (i) the
Executive's willful and continued failure (other than as a result of incapacity
due to mental or physical impairment) to substantially perform his duties
hereunder, which is not remedied within ten (10) days after receipt of written
notice from the Board specifying such failure; (ii) the Executive's failure to
carry out, or comply with, any lawful and reasonable directive of the Board or
the Chief Executive Officer of the Company, which is not remedied within thirty
(30) days after receipt of written notice from the Board or the Chief Executive
Officer specifying such failure; (iii) the Executive's conviction of or plea of
nolo contendre to any felony or other crime involving moral turpitude; (iv) the
Executive's knowing unlawful use or possession of illegal drugs; or (v) the
Executive's commission of a material bad faith act of fraud, embezzlement,
misappropriation, willful misconduct, gross negligence, or breach of fiduciary
duty, in each case against the Company, Holdings, the LLC, or any of their
subsidiaries.

                  5.4   By the Company without Cause. The Company may
immediately terminate the Executive's employment without Cause at any time
without prior notice.

                  5.5   By the Executive. The Executive may terminate his
employment hereunder at any time, with or without "Good Reason" (as defined
below), upon thirty (30) days prior written notice to the Company. The
Executive's employment shall terminate as of thirty (30) days from the date
notice is given, unless, with respect to a notice regarding a termination based
on Good Reason, the Company corrects the circumstances constituting Good Reason
within such thirty (30) day period. For purposes of this Agreement, "Good
Reason" means, without the Executive's consent, (i) a reduction in Base Salary
or (ii) a material adverse reduction in the Executive's employee benefits;
provided, however, that Good Reason shall not include acts which are cured by
the Company within thirty (30) days following the Company's receipt of written
notice from the Executive of the existence of circumstances constituting Good
Reason. Any notice of termination for Good Reason must be given within thirty
(30) days following the Executive's learning of circumstances constituting Good
Reason.

                  5.6   Removal from any Boards and Position. If the Executive's
employment is terminated for any reason under this Agreement, he shall be deemed
to resign (i) if a member, from the Board or any other board to which he has
been appointed or nominated by or on behalf of the Company, Holdings or the LLC
and (ii) from any position with the Company, Holdings, the LLC, or any of their
subsidiaries, including, but not limited to, an officer of the Company.

            6.    Obligations upon Termination.

                  6.1   By the Company for Cause or by the Executive Without
Good Reason or Due to Death or Disability. If (i) the Executive's employment
with the Company terminates due to his death; (ii) the Company terminates the
Executive's employment with the Company for Cause; (iii) the Company terminates
the Executive's employment with the Company due to the Executive's Disability;
or (iv) the Executive terminates his employment with the Company without Good
Reason, the Executive or the Executive's legal representatives (as appropriate),
shall be entitled to receive the following:


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                        (a)   the Executive's accrued but unpaid Base Salary and
      benefits set forth in Section 4.3, if any, to the date of termination (the
      "Accrued Benefits"); and

                        (b)   expenses reimbursable under Section 4.6 incurred
      but not yet reimbursed to the Executive to the date of termination.

                  6.2   By the Company Without Cause or By the Executive for
Good Reason. If the Company terminates the Executive's employment without Cause
or if the Executive terminates his employment for Good Reason, the Executive
shall be entitled to receive the following, upon execution without revocation of
a valid general release of all claims against the Company, Holdings, the LLC,
and Castle Harlan, Inc., substantially in the form attached hereto as EXHIBIT A:

                        (a)   the Accrued Benefits;

                        (b)   the Executive's accrued but unpaid vacation, if
      any, to the date of termination;

                        (c)   continued Base Salary for twelve (12) months after
      the date of termination, payable in monthly installments; and

                        (d)   continued coverage under the Company's medical and
      dental plans for twelve (12) months after the date of termination;
      provided, that the Company may provide such coverage through reimbursement
      of the cost of continuation of group health coverage, pursuant to the
      Consolidated Omnibus Budget Reconciliation Act of 1986, to the extent the
      Executive is eligible and subject to the terms of the plan and the law.

                  6.3   Election Not to Extend the Term. In the event that any
Party elects not to extend the Term pursuant to Section 2 of this Agreement,
unless the Executive's employment with the Company is earlier terminated
pursuant to Section 5 of this Agreement, the Executive's termination of
employment hereunder (whether or not the Executive continues as an employee of
the Company thereafter) shall be deemed to occur on the close of business on the
day immediately preceding the next scheduled date on which the extension begins,
and the Executive shall be entitled to receive the Accrued Benefits. In addition
to the Accrued Benefits, the Executive shall also be entitled to receive, upon
execution without revocation of a valid general release of all claims against
the Company, Holdings, the LLC, and Castle Harlan, Inc., substantially in the
form attached hereto as EXHIBIT A, continued Base Salary for six (6) months
after the date of termination, payable in monthly installments, in the event
that the Company elects not to extend the Term pursuant to Section 2 of this
Agreement.

                  6.4   Nondisparagement. Except in connection with any legal
dispute between the Parties or an order of a court or governmental agency with
jurisdiction, the Executive shall not at any time (whether during or after the
Term) publish or communicate to any person or entity any "Disparaging" (as
defined below) remarks, comments or statements concerning the Company, Holdings,


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the LLC, Castle Harlan, Inc., their parents, subsidiaries and affiliates, and
their respective present and former members, partners, directors, officers,
shareholders, employees, agents, attorneys, successors and assigns, and the
Company, Holdings, the LLC, and Castle Harlan, Inc. shall not at any time
(whether during or after the Term) publish or communicate to any person or
entity any Disparaging remarks, comments or statements concerning the Executive
and shall instruct their respective present members, partners, directors, and
officers to not at any time publish or communicate to any person or entity any
Disparaging remarks, comments or statements concerning the Executive.
"Disparaging" remarks, comments or statements are those that impugn the
character, honesty, integrity or morality or business acumen or abilities in
connection with any aspect of the operation of business of the individual or
entity being disparaged.

            7.    Restrictions and Obligations of the Executive.

                  7.1   Confidentiality. (a) During the course of the
Executive's employment by the Company (prior to and during the Term), the
Executive has had and will have access to certain trade secrets and confidential
and proprietary information relating to the Company, Holdings, the LLC, and
their subsidiaries (the "Protected Parties") which is not readily available from
sources outside the Company. The confidential and proprietary information and,
in any material respect, trade secrets of the Protected Parties are among their
most valuable assets, including but not limited to, their customer, supplier and
vendor lists; databases; competitive strategies; computer programs, frameworks,
or models; marketing programs; sales, financial, marketing, training and
technical information; product development (and proprietary product data); and
any other information, whether communicated orally, electronically, in writing
or in other tangible forms, concerning how the Protected Parties create,
develop, acquire or maintain their products and marketing plans, target their
potential customers and operate their retail and other businesses. The Protected
Parties invested, and continue to invest, considerable amounts of time and money
in their process, technology, and know-how; obtaining and developing the
goodwill of their customers; their other external relationships; their data
systems and data bases; and all the information described above (hereinafter
collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Protected Parties. The Executive acknowledges
that such Confidential Information constitutes valuable, highly confidential,
special and unique property of the Protected Parties. The Executive shall hold
in a fiduciary capacity for the benefit of the Protected Parties all
Confidential Information relating to the Protected Parties and their businesses,
which shall have been obtained by the Executive during the Executive's
employment by the Company, Holdings or the LLC (prior to and during the Term)
and which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
Except as required by law or an order of a court or governmental agency with
jurisdiction, the Executive shall not, during the period the Executive is
employed by the Company or at any time thereafter, disclose any Confidential
Information, directly or indirectly, to any person or entity for any reason or
purpose whatsoever, nor shall the Executive use it in any way, except in the
course of the Executive's employment with, and for the benefit of, the Protected
Parties or to enforce any rights or defend any claims hereunder, provided that
such disclosure is relevant to the enforcement of such rights or defense of such
claims and is only disclosed in the formal proceedings related thereto. The
Executive shall take all reasonable steps to safeguard the Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. The Executive understands and agrees that the Executive shall acquire no
rights to any such Confidential Information.


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                        (b)   All files, records, documents, drawings,
      specifications, data, computer programs, intangible property (including
      but not limited to trade names, registered and unregistered trademarks and
      service marks, brand names, patents, and copyrights) and similar items
      relating thereto or to the business carried on by the Company, Holdings,
      the LLC, and their subsidiaries, as well as all customer lists, specific
      customer information, compilations of product research and marketing
      techniques of the Company, Holdings, the LLC, and their subsidiaries,
      whether prepared by the Executive or otherwise, coming into the
      Executive's possession, shall remain the exclusive property of the
      Company, Holdings, the LLC, and their subsidiaries, and the Executive
      shall not remove any such items from their premises, except in furtherance
      of the Executive's duties under this Agreement.

                        (c)   It is understood that while employed by the
      Company, the Executive will promptly disclose to it, and assign to it the
      Executive's interest in any invention, improvement or discovery made or
      conceived by the Executive, either alone or jointly with others, which
      arises out of the Executive's employment with the Company (prior to and
      during the Term). At the Company's request and expense, the Executive will
      assist the Company, Holdings, the LLC, and their subsidiaries during the
      Term and thereafter in connection with any controversy or legal proceeding
      relating to such invention, improvement or discovery and in obtaining
      domestic and foreign patent or other protection covering the same.

                        (d)   As requested by the Company and at the Company's
      expense, from time to time and upon the termination of the Executive's
      employment with the Company for any reason, the Executive will promptly
      deliver to the Company all copies and embodiments, in whatever form, of
      all Confidential Information in the Executive's possession or within his
      control (including, but not limited to, memoranda, records, notes, plans,
      photographs, manuals, notebooks, documentation, program listings, flow
      charts, magnetic media, disks, diskettes, tapes and all other materials
      containing any Confidential Information) irrespective of the location or
      form of such material. If requested by the Company, the Executive will
      provide the Company with written confirmation that all such materials have
      been delivered to the Company as provided herein.

                  7.2   Non-Solicitation or Hire. During the Term and for a
period of twelve (12) months following the termination of the Executive's
employment for any reason, the Executive shall not directly or indirectly (a)
solicit or attempt to solicit or induce, directly or indirectly, any party who
is a customer or client of the Company, Holdings, the LLC, or any of their
subsidiaries, or who was a customer or client of the Company, Holdings, the LLC,
or any of their subsidiaries at any time during the twelve (12) month period
immediately prior to the date the Executive's employment terminates, for the
purpose of marketing, selling or providing to any such party any services or
products offered by or available from the Company, Holdings, the LLC, or any of
their subsidiaries. (b) interfere with or attempt to interfere with any business
relationships (whether formed before, during, or after the Term) of the Company,
Holdings, the LLC, or any of their subsidiaries with their suppliers, or (c)
hire or solicit or attempt to hire or solicit or induce, directly or indirectly,
any employee of the Company, Holdings, the LLC, or any of their subsidiaries or
any person, who was an employee of the Company, Holdings, the LLC, or any of
their subsidiaries during the six (6) month period immediately prior to the date
the Executive's employment hereunder terminates, to terminate such employee's
employment


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relationship with the Company, Holdings, the LLC, or any of their subsidiaries
in order to enter into a similar relationship with the Executive, or any other
person or entity; provided however, that advertising for employment in any
online careers website, newspaper, trade journal or other publication available
for general distribution to the public without specific reference to any
particular employees shall not constitute a breach of this Section 7.2.

                  7.3   Non-Competition. During the Term and for a period of
twelve (12) months following the termination of Executive's employment for any
reason, the Executive shall not, whether individually as a director, manager,
member, stockholder, partner, owner, employee, consultant or agent of any
business, or in any other capacity, other than on behalf of the Company,
organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to,
render services for (alone or in association with any person, firm, corporation
or business organization), or otherwise assist any person or entity that engages
in or owns, invests in, operates, manages or controls any venture or enterprise
which engages or proposes to engage in any business conducted by the Company,
Holdings, the LLC, or any of their subsidiaries (x) on the date of the
Executive's termination of employment (including, without limitation, any
business which the Company, Holdings, the LLC, or any of their subsidiaries has
specific plans to conduct in the future and as to which the Executive is aware)
or (y) within twelve (12) months prior to the Executive's termination of
employment with the Company in the geographic locations where the Company,
Holdings, the LLC, or any of their subsidiaries engages or proposes to engage in
such business (the "Competitive Business"). Notwithstanding the foregoing, the
Executive may, directly or indirectly own, solely as an investment, securities
of any firm, partnership, joint venture, association, corporation or other
business organization, entity or enterprise engaged in the business of the
Company which are publicly traded on a national or regional stock exchange or on
the over-the-counter market if the Executive is not a controlling person of, or
a member of a group which controls, such entity and does not directly or
indirectly own 5% or more of any class of securities of such entity.

                  7.4   Property. The Executive acknowledges that all originals
and copies of materials, records and documents generated by him or coming into
his possession during his employment (prior to and during the Term) are the sole
property of the Company, Holdings, the LLC, or any of their subsidiaries
("Company Property"). During the Term, and at all times thereafter, the
Executive shall not remove, or cause to be removed, from the premises of the
Company, Holdings, the LLC, or any of their subsidiaries, copies of any record,
file, memorandum, document, or equipment, or any other item relating to the
business of the Company, Holdings, the LLC, or any of their subsidiaries, except
in furtherance of his duties under the Agreement. When the Executive's
employment terminates, or upon request of the Company at any time, the Executive
shall promptly deliver to the Company all Company Property in his possession or
control.

            8.    Remedies; Specific Performance. The Parties acknowledge and
agree that the Executive's breach or threatened or attempted breach of any of
the covenants or restrictions set forth in Section 7 will result in irreparable
and continuing damage to the Protected Parties for which there may be no
adequate remedy at law and that the Protected Parties shall be entitled to
equitable relief, including but not limited to, specific performance and
injunctive relief as remedies for any such breach or threatened or attempted
breach. The Executive also agrees that such remedies shall be in addition to any
and all remedies, including damages, available to the Protected Parties against
him for such breaches or threatened or attempted breaches. In addition,


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without limiting the Protected Parties' remedies for any breach by the Executive
of any covenants or restrictions set forth in Section 7, in the event of such
breach, (i) the Executive shall not be entitled to any payments set forth in
Section 6 hereof, except as required by law, and (ii) the Company will have no
obligation to pay any of the amounts that remain payable by the Company under
Section 6.

            9.    Other Provisions.

                  9.1   Notices. Any notice or other communication required or
which may be given hereunder shall be in writing and shall be delivered
personally, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid or overnight mail and shall be deemed given when
so delivered personally or sent by facsimile transmission or, if mailed, four
(4) days after the date of mailing or one (1) day after overnight mail, as
follows:

                        (a)   If to the Company, to:

                              RathGibson, Inc.
                              c/o Castle Harlan, Inc.
                              150 East 58th Street, 38th Floor
                              New York, New York 10155
                              Attention:   William M. Pruellage
                              Telephone:   (212) 317-6417
                              Fax:         (212) 207-8042

                              With a copy to:

                              Schulte Roth & Zabel LLP
                              919 Third Avenue
                              New York, NY  10022
                              Attention:   Robert Goldstein
                              Telephone:   (212) 756-2000
                              Fax:         (212) 593-5955

                        (b)   If to the Executive, to the Executive's home
      address reflected in the Company's records.

                  9.2   Entire Agreement. This Agreement contains the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

                  9.3   Representations and Warranties by the Executive. The
Executive represents and warrants that he is not a party to or subject to any
restrictive covenants, legal restrictions or other agreements in favor of any
entity or person which would in any way preclude, inhibit, impair or limit the
Executive's ability to perform his obligations under this Agreement, including,
but not limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.

                  9.4   Waiver and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may


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be waived, only by a written instrument signed by the Parties or, in the case of
a waiver, by the Party waiving compliance. No delay on the part of any Party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any right, power or privilege
hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.

                  9.5   Governing Law, Dispute Resolution and Venue.

                        (a)   This Agreement shall be governed and construed in
      accordance with the laws of the State of New York applicable to agreements
      made and/or to be performed entirely within that State, without regard to
      conflicts of laws principles.

                        (b)   The Parties agree irrevocably to submit to the
      exclusive jurisdiction of the federal courts or, if no federal
      jurisdiction exists, the state courts, located in the City of New York,
      Borough of Manhattan, for the purposes of any suit, action or other
      proceeding brought by any Party arising out of any breach of any of the
      provisions of this Agreement and hereby waive, and agree not to assert by
      way of motion, as a defense or otherwise, in any such suit, action, or
      proceeding, any claim that it is not personally subject to the
      jurisdiction of the above-named courts, that the suit, action or
      proceeding is brought in an inconvenient forum, that the venue of the
      suit, action or proceeding is improper, or that the provisions of this
      Agreement may not be enforced in or by such courts. In addition, the
      Parties agree to the waiver of a jury trial.

                  9.6   Assignment. This Agreement, and all of the Executive's
rights and duties hereunder, shall not be assignable or delegable by the
Executive. Any purported assignment or delegation by the Executive in violation
of the foregoing shall be null and void ab initio and of no force and effect.
This Agreement may be assigned by the Company, Holdings or the LLC to a person
or entity which is an affiliate or a successor in interest to substantially all
of the business operations of the Company, Holdings or the LLC. Upon such
assignment, the rights and obligations of the Company, Holdings or the LLC
hereunder shall become the rights and obligations of such affiliate or successor
person or entity; provided that, in the event such affiliate person or entity is
unable to satisfy the obligations owed to the Executive under this Agreement,
the Company shall remain liable for such obligations.

                  9.7   Successors; Binding Agreement. This Agreement shall
inure to the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

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

                  9.9   Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.

                  9.10  Severability. If any term, provision, covenant or
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or


                                      - 9 -



administrative agency or authority to be invalid, void, unenforceable or against
public policy for any reason, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected or impaired or invalidated. The Executive
acknowledges that the restrictive covenants contained in Section 7 are a
condition of this Agreement and are reasonable and valid in temporal scope and
in all other respects.

                  9.11  Judicial Modification. If any court determines that any
of the covenants in Section 7, or any part of any of them, is invalid or
unenforceable, the remainder of such covenants and parts thereof shall not
thereby be affected and shall be given full effect, without regard to the
invalid portion. If any court determines that any of such covenants, or any part
thereof, is invalid or unenforceable because of the geographic or temporal scope
of such provision, such court shall reduce such scope to the minimum extent
necessary to make such covenants valid and enforceable.

                  9.12  Tax Withholding. The Company is authorized to withhold
from any benefit provided or payment due hereunder, the amount of withholding
taxes due any federal, state or local authority in respect of such benefit or
payment and to take such other action as may be necessary in the opinion of the
Board to satisfy all obligations for the payment of such withholding taxes.

                  9.13  Conformance with Code Section 409A. The Parties hereto
agree to negotiate in good faith should any amendment to the Agreement be
required in order to comply with Section 409A of the Internal Revenue Code.


                                     - 10 -




            IN WITNESS WHEREOF, the Parties hereto, intending to be legally
bound hereby, have executed this Agreement as of the day and year first above
mentioned.

                                      EXECUTIVE


                                      /s/ C. Michel Griffith
                                      __________________________________________
                                      Name: C. Michel Griffith


                                      RATHGIBSON, INC.


                                      By: /s/ Harley B. Kaplan
                                         _______________________________________
                                         Name: Harley B. Kaplan
                                         Title: President & CEO


                                      RGCH HOLDINGS CORP.


                                      By: /s/ William M. Pruellage
                                         _______________________________________
                                         Name: William M. Pruellage
                                         Title: President


                                      RGCH HOLDINGS LLC


                                      By: /s/ William M. Pruellage
                                         _______________________________________
                                         Name: William M. Pruellage
                                         Title: President


                                      With respect to Section 6.4,
                                      CASTLE HARLAN, INC.


                                      By: /s/ William M. Pruellage
                                         _______________________________________
                                         Name: William M. Pruellage
                                         Title: Managing Director


                                     - 11 -



                                    EXHIBIT A

                    SEPARATION AGREEMENT AND GENERAL RELEASE

      RathGibson, Inc. (the "Company") and its affiliated companies, RGCH
Holdings Corp. ("Holdings") and RGCH Holdings LLC (the "LLC"), and C. Michel
Griffith (the "Executive") (together, the "Parties") entered into an employment
agreement, effective [__________] (the "Employment Agreement"). The Parties
hereby agree that this Separation Agreement and General Release (the
"Agreement") sets forth their complete agreement and understanding regarding the
termination of the Executive's employment with the Company.

      1.    Separation Date. The Executive's employment with the Company will
terminate effective [_______________] (the "Separation Date"). The Executive
agrees to return all property belonging to the Company, Holdings, the LLC, and
any of their subsidiaries no later than the Separation Date. Except as
specifically provided below, the Executive shall not be entitled to receive any
benefits of employment following the Separation Date.

      2.    Consideration of the Company. In consideration for the releases and
covenants by the Executive in this Agreement, the Company will provide the
Executive with the following: [INSERT CONSIDERATION AS SET FORTH IN THE
EMPLOYMENT AGREEMENT]

      3.    Executive Release of Rights. The Executive (defined for the purpose
of this Paragraph 3 as the Executive and the Executive's agents,
representatives, attorneys, assigns, heirs, executors, and administrators)
irrevocably, fully, and unconditionally releases the Released Parties (defined
as the Company, Holdings, the LLC, Castle Harlan, Inc., and each of their
affiliated companies, parents, subsidiaries, predecessors, successors, assigns,
divisions, related entities and any of their past or present employees,
officers, agents, insurers, attorneys, administrators, officials, directors,
shareholders, employee benefit plans, and the sponsors, fiduciaries, or
administrators of the Company's employee benefit plans) from any and all
liability, claims, demands, actions, causes of action, suits, grievances, debts,
sums of money, agreements, promises, damages, back and front pay, costs,
expenses, attorneys' fees, and remedies of any type, arising or that may have
arisen out of or in connection with the Executive's employment with or
termination of employment from the Company, from the beginning of time to the
date hereof, including but not limited to claims, actions or liability under:
(1) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Civil Rights Act of 1866, the Age Discrimination in Employment Act, the
Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the
Workers' Adjustment and Retraining Notification Act, the Employee Retirement
Income Security Act of 1974, the New York State Human Rights law, or the
Administrative Code of the City of New York, all as amended; (2) any other
federal, state or local statute, ordinance, or regulation regarding employment,
termination of employment, or discrimination in employment, and (3) the common
law relating to employment contracts, wrongful discharge. defamation, or any
other matter.

      4.    Waiver of Reinstatement. The Executive waives any reinstatement or
future employment with the Company, Holdings or the LLC and agrees never to
apply for employment or otherwise seek to be hired, rehired, employed,
re-employed, or reinstated by the Company, Holdings, the LLC, or any of its
affiliated companies or corporations.


                                     - 12 -



      5.    No Encouragement of Claims. The Executive agrees not to encourage or
assist any person who files a lawsuit, charge, claim or complaint against the
Released Parties unless the Executive is required to render such assistance
pursuant to a lawful subpoena or other legal obligation.

      6.    Cooperation of the Executive. The Executive agrees to cooperate with
the Company, Holdings, the LLC, or any of their subsidiaries in any reasonable
manner as the Company, Holdings, the LLC, or any of their subsidiaries may
request, including but not limited to furnishing information to and otherwise
consulting with the Company; and assisting the Company in any litigation or
potential litigation or other legal matters, including but not limited to
meeting with and fully answering the questions of the Company or its
representatives or agents, and testifying and preparing to testify at any
deposition or trial. The Company agrees to reimburse the Executive for any
reasonable out of pocket expenses incurred as a result of such cooperation.

      7.    Non-admission/Inadmissibility. This Agreement does not constitute an
admission by the Company, Holdings, the LLC, or any of their subsidiaries that
any action it took with respect to the Executive was wrongful, unlawful or in
violation of any local, state, or federal act, statute, or constitution, or
susceptible of inflicting any damages or injury on the Executive, and the
Company, Holdings, the LLC, and their subsidiaries specifically deny any such
wrongdoing or violation. This Agreement is entered into solely to resolve fully
all matters related to or arising out of the Executive's employment with and
termination from the Company, and its execution and implementation may not be
used as evidence, and shall not be admissible in a subsequent proceeding of any
kind, except one alleging a breach of this Agreement.

      8.    Severability. The provisions of this Agreement shall be severable
and the invalidity of any provision shall not affect the validity of the other
provisions.

      9.    Governing Law. This Agreement shall be governed by and construed in
accordance with the laws and judicial decisions of the State of New York,
without regard to its principles of conflicts of laws.

      10.   Scope of Agreement. The Executive understands that he remains bound
to those provisions in the Employment Agreement, which survive the termination
of the Executive's employment, including but not limited to, those provisions in
Section7 of the Employment Agreement. Except as specifically set forth in such
provisions, this Agreement contains the entire agreement and understanding
between the Executive and the Company concerning the matters described herein,
and supersedes all prior agreements, discussions, negotiations, understandings
and proposals of the Parties. The terms of this Agreement cannot be changed
except in a subsequent document signed by both Parties.

      11.   Revocation Period. The Executive has the right to revoke this
Agreement for up to seven (7) days after he signs it. In order to revoke this
Agreement, the Executive must sign and send a written notice of the decision to
do so, addressed to [NAME] at [INSERT TITLE, AND ADDRESS], and that written
notice must be received by the Company no later than the eighth (8th) day after
the Executive signed this Agreement. If the Executive revokes this Agreement,
the Executive will not be entitled to any of the consideration from the Company
described in paragraph 2 above, except to the extent required by law.


                                     - 13 -



      12.   Voluntary Execution of Agreement. The Executive acknowledges that:

            a.  the Executive has carefully read this Agreement and fully
                understands its meaning;

            b.  the Executive had the opportunity to take up to twenty one (21)
                days after receiving this Agreement to decide whether to sign
                it;

            c.  the Executive understands that the Company is hereby advising
                him, in writing, to consult with an attorney before signing it;

            d.  the Executive is signing this Agreement, knowingly, voluntarily,
                and without any coercion or duress; and

            e.  everything the Executive is receiving for signing this Agreement
                is described in the Agreement itself or in his Employment
                Agreement, and no other promises or representations have been
                made to cause the Executive to sign it.

      13.   Nondisclosure. The Executive shall not disclose the contents or
substance of this Agreement to any third parties, other than the Executive's
attorneys, accountants, or as required by law and shall instruct each of the
foregoing not to disclose the same.

                                      EXECUTIVE


                                      __________________________________________
                                      Name:


                                      RATHGIBSON, INC.


                                      By:_______________________________________
                                         Name:
                                         Title:


                                      RGCH HOLDINGS CORP.


                                      By:_______________________________________
                                         Name:
                                         Title:


                                      RGCH HOLDINGS LLC


                                      By:_______________________________________
                                         Name:
                                         Title:


                                      - 14-