This EMPLOYMENT AGREEMENT ("AGREEMENT"), is made and entered into as of

January 16, 2004, by and between Daniel Dienst ("EXECUTIVE") and Metal

Management, Inc., a Delaware corporation (the "MTLM").



         NOW, THEREFORE, in consideration of the premises, promises, mutual

covenants and mutual agreements contained herein, Executive and MTLM hereby

agree as follows:



         1.       EMPLOYMENT. (a) On the terms and subject to the conditions set

forth in this Agreement, MTLM employs Executive as its Chief Executive Officer

to perform such duties and responsibilities as are consistent with such position

and such other positions as may be assigned to Executive, from time to time, by

the Board of Directors of MTLM (the "BOARD"). For as long as Executive is so

employed, he shall devote his full business time, energy and ability to his

duties, except for incidental attention to the management of his personal

affairs. Further, during the Employment Period (as defined below), MTLM shall

take all action possible to see that Executive while employed under this

Agreement continues to be nominated and elected to serve on the Board and, if

elected to so serve, that Executive be elected as the Chairman of the Board. If

Executive is Chairman of the Board when his employment terminates under this

Agreement, whether pursuant to Section 6 or 7 of this Agreement, he shall tender

his resignation as Chairman and director effective as of the Termination Date

(as defined below).



                  (b)      Executive's worksites during the Employment Period

(as defined below) shall be 500 N. Dearborn Street, Suite 600, Chicago, Illinois

60610 and a location in New York City to be mutually agreed upon by MTLM and

Executive, with Executive's time allocated between the two sites as shall be

reasonably determined to be necessary and appropriate by Executive to fulfill

Executive's duties and responsibilities and exercise Executive's powers under

the terms of this Agreement.



                  (c)      Executive shall have the right to continue to serve

on the board of directors of those business, civic and charitable organizations

on which Executive is now serving as of the date of this Agreement, and which

are set forth on EXHIBIT A attached hereto, as long as doing so has no

significant adverse affect on the performance of Executive's duties and

responsibilities or the exercise of Executive's powers under this Agreement.

Executive shall not serve on any other boards of directors and shall not provide

services (whether as an employee or independent contractor) to any for-profit

organization on or after the date of this Agreement without the prior consent of

the Board (which shall not be unreasonably withheld in light of Executive's

duties and responsibilities under this Agreement); provided, however, MTLM

understands and acknowledges that Executive shall be entitled to wrap up or

otherwise complete within 30 days after the date of this Agreement the matters

on which Executive is currently working pursuant to his prior employment.



         2.       TERM. The term of employment under this Agreement shall

commence on January 16, 2004 (the "COMMENCEMENT DATE") and shall continue

through, and end as of the close of business on March 31, 2008 (the "EMPLOYMENT

PERIOD"); provided, however, that on March 31, 2008 and each anniversary

thereof, the Employment Period shall be extended for an additional year unless

either MTLM or Executive, as the case may be, notifies the other not less

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