EXHIBIT 10.7**EMPLOYMENT AND NON-COMPETE AGREEMENT**     THIS AGREEMENT is made and entered into as of the 20thday of May 2005, by andbetween Metal Management, Inc., a Delaware corporation (“**Company**”), and Larry Snyder (“**Employee**”).**RECITALS**A. Company desires to enter into this Agreement with Employee and Employee desires to enter intoan employment agreement with Company, subject to and upon the terms and conditions set forthbelow. B. During Employee’s employment by Company, Employee will receive and have access to proprietaryand confidential information, which is a highly valuable and unique asset of Company’sbusiness, and the disclosure by Employee of any proprietary and/or confidential information ofCompany contrary to this Agreement would cause permanent, incalculable and irreparable injuryand damage to Company. C. Employee will also receive specialized knowledge and/or training in Company’s business, atconsiderable time and expense to Company, and through such training Employee will have theopportunity to gain close knowledge of and possible influence over customers of Company, andwill in such capacity possess the goodwill of Company, and this Agreement is necessary toprotect Company against unfair loss of said customers, employees and/or goodwill. D. Company has made a significant investment in its workforce, including valuable training, andthis Agreement is necessary to protect Company against unfair loss of its employees.**AGREEMENT**     **THEREFORE**, in consideration of the premises and the mutual covenants and provisionshereinafter set forth, Company and Employee agree as follows:1. **Certain Definitions**. 1.1 **Definition of Company**. “**Company**” means Metal Management, Inc. and/orany of its successors and assigns and any of its present or future subsidiaries ororganizations controlled by it, controlling it, or under common control with it.  1.2 **Definition of Confidential Information**. “**Confidential Information**”includes, but is not limited to, information, data, media, records and documentsconcerning (a) Company’s services, products, equipment, processes, systems, programs ormethods of operation; (b) Company’s financial affairs, its employees and/or the scopeof their work; (c) Company’s past, present or future clients, and/or the development,business needs or activities of Company’s customers and/or suppliers and their dealingswith Company; and (d) any other proprietary and/or confidential information of Company.
 

 
2. **Employment and Term****.** 2.1 **Nature of Employment**. Company hereby agrees to employ Employee andEmployee hereby accepts such employment by Company, subject to and upon the terms andconditions hereinafter set forth.  2.2 **Location of Employment**. Employee’s duties under this Agreement shallbe performed for Company principally in the Chicago, Illinois area, with periodic tripsto other operations, customers and corporate meetings of Company, as may be requestedby Company.3. **Duties and Responsibilities of Employee**. 3.1 **Duties and Responsibilities**. Employee shall serve as Director ofNon-Ferrous Marketing of Company, reporting to the President of Company, and shallfaithfully and diligently render such services and perform such related duties andresponsibilities as are customarily performed by a person holding such position and asotherwise may from time to time be reasonably assigned to Employee by Company.Employee shall not be authorized to enter into any agreement or contract on behalf ofCompany, or to commit Company to any obligation, other than in the normal, usual andordinary course of Company’s business, without the prior approval of Company.  3.2 **Efforts of Employee**. Employee shall devote and use Employee’s bestskills and efforts and all of Employee’s working time to serve in and perform theduties of the position for which Employee is hired and any other duties as directed orassigned by Company. Employee’s position, job title and job duties may changedepending on the business circumstances of Company, as determined by Company. ThisAgreement does not guarantee Employee continued employment for any specific period oftime, or any specific position and/or title with Company.4. **Compensation****.** 4.1 **Salary**. During the term hereof, Company shall pay to Employee as anannual salary the amount of $325,000.00 (“**Salary**”), subject to applicable withholdings.The Salary shall be payable through and in accordance with Company’s normal payrollpractices during each year. The Salary may be increased annually in the solediscretion of Company. Company would not have agreed to employ Employee but forEmployee’s agreeing to the terms and conditions of this Agreement. The considerationset forth in this Agreement, including in this Section 4 and in Section 5.5, issufficient and valid consideration to support Employee’s obligations set forth in thisAgreement.
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 4.2 **Bonuses**. (A) **Signing Bonus**. Company shall, subject to applicablewithholdings, pay Employee a signing bonus promptly after the date hereofequal to $150,000.00.  (B) **Annual Bonus**. In addition to Salary, Employee shallbe entitled to participate, in Company’s sole discretion, in the “RONA Plan”,which is Company’s current annual bonus program, and/or such other bonusprograms in place from time to time as Company, in its sole discretion, deemsappropriate. The bonus payment payable initially to Employee under the “RONAPlan” will be based on payments equal to 25% (“threshold”), 50% (“target”) or100% (“maximum”) of Salary, as provided under such “RONA Plan.” 4.3 **Medical, Life and Disability Insurance**. Employee shall be eligible toparticipate in the medical and disability insurance policies maintained by Company forthe benefit of full-time, salaried employees of Company, upon the terms and conditionsof such insurance policies. During the employment period, the Company shall reimburseEmployee for reasonable sums expended by Employee for a term life insurance policy,with a face value of One Million Eight Hundred Thousand Dollars ($1,875,000.00), inEmployee’s name and for Employee’s benefit, with Employee’s designee as a beneficiary,which policy shall be owned by and be the responsibility of Employee.  4.4 **Benefits Plans**. Employee shall be eligible to participate in anyretirement plan, 401k plan, profit-sharing plan and/or defined benefit plan maintainedby Company for the benefit of full-time, salaried employees of Company, upon the termsand conditions of such plans.  4.5 **Vacations**. Employee shall be entitled to five (5) weeks paid vacationper year. Unused vacation shall expire at the end of each calendar year.  4.6 **Reimbursement of Expenses**. Employee shall be entitled to be reimbursedfor all reasonable, documented, lawful expenses incurred by Employee in the performanceof Employee’s duties hereunder, within a reasonable time following the presentation byEmployee of appropriate invoices to Company.  4.7 **Car Allowance**. Company will provide Employee with a monthly carallowance of $1,000.00 per month, subject to applicable withholdings.
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5. **Termination.** 5.1 **Cause**. Company may terminate Employee’s employment at any time priorto this Agreement’s then scheduled expiration date for Cause. For purposes of thisAgreement, “**Cause**” shall include, but is not limited to, the following circumstances: (A) Employee knowingly participates or engages in any act offraud, embezzlement or theft (regardless of whether any such act results in acriminal prosecution or conviction);  (B) Employee willfully damages the property of Company or acts inany manner in conflict with the best interest’s of Company;  (C) Employee is convicted of any misdemeanor involving an act ofdishonesty or breach of trust or any felony;  (D) Employee has been insubordinate, refuses or fails to performthe duties assigned to Employee or is negligent in the performance of suchduties; or  (E) Employee has materially breached any provision of thisAgreement.  Any termination of Employee’s employment by Company for Cause shall not limit orpreclude any other right or remedy Company may have under this Agreement orotherwise. In the event of termination of Employee’s employment by Company forCause, Employee shall be entitled to receive Employee’s accrued and unpaid Salary,non-forfeitable Restricted Stock and unreimbursed business expenses through the dateof termination, but shall not be entitled to any further salary, additionalcompensation or other payments, rights or benefits under or in connection with thisAgreement after the termination date. 5.2 **Death or Permanent Disability**. In the event of Employee’s death orPermanent Disability occurring during the term of this Agreement, this Agreement shallbe deemed terminated and Employee or Employee’s estate, as the case may be, shall beentitled to receive Employee’s accrued and unpaid Salary, non-forfeitable RestrictedStock and unreimbursed business expenses through the date of termination, but shall notbe entitled to any further salary, additional compensation or other payments, rights orbenefits under or in connection with this Agreement after the termination date. A“**Permanent Disability**” shall be deemed to have occurred after 120 days in the aggregateduring any 12-month period or after 90 consecutive days during which Employee, byreason of a physical or mental injury, disability or illness, shall have been unable todischarge fully Employee’s duties under this Agreement. In the event Employee suffersa physical or mental injury, disability or illness that results in Employee beingunable to discharge fully Employee’s duties under this Agreement, but such injury,disability or illness is not of a duration sufficient to be considered a PermanentDisability hereunder, any obligation of Company to make payments to
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   Employee pursuant to this Agreement shall be offset by the amount of any paymentsthat Employee receives pursuant to any short-term disability plan of Company,including but not limited to any payments received under a disability insurancepolicy described in Section 4.4 above. 5.3 **Termination by Company**. Subject to the provisions of Section 5.5below, Company may terminate Employee’s employment at any time, with or without Cause.  5.4 **Termination by Employee**. Employee may terminate Employee’s employmentat any time. In the event of such termination by Employee, Employee shall be entitledto receive Employee’s accrued and unpaid Salary, non-forfeitable Restricted Stock andunreimbursed business expenses through the date of termination, but shall not beentitled to any further salary, additional compensation or other payments, rights orbenefits under or in connection with this Agreement after the termination date.  5.5 **Severance**. In the event that Employee’s employment is terminated byCompany (other than for Cause), then Employee shall be entitled to severance bycontinuing payment of Employee’s Salary (as in effect on the date of termination)through Company’s existing payroll practices for a period equal to the 12 months, butshall not be entitled to any further salary, additional compensation or other payments,rights or benefits under or in connection with this Agreement after the terminationdate. No severance shall be paid in the event that: (A) Employment is terminated by Company for Cause;  (B) Employment is terminated by the death or Permanent Disabilityof Employee; or  (C) Employment is terminated by Employee.6. **Employee’s Assurances.** 6.1 Employee is not under any contractual agreement, including any with a formeremployer, that would conflict with or in any way prevent Employee from entering intothis Agreement or from performing any and all of Employee’s duties assigned by Company,including contacting any customers or prospective customers.  6.2 Employee will not utilize any proprietary or confidential materials orinformation of any former employer while performing Employee’s duties for Company.Proprietary or confidential information does not include general skills or knowledgegenerally known or available to others.
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7. **Non-Disclosure/Confidentiality.** 7.1 Employee will keep secret, confidential and inviolate and not disclose, eitherduring or after Employee’s employment by Company, any proprietary or confidentialinformation or business secret of Company including, without limitation those relatingto: (a) Company’s current, past or future business plans; (b) the business, conduct,or operations of Company; (c) any methods or ways of doing business used in theengineering, manufacturing, production and/or marketing of Company’s products orservices; (d) the existence or betterment of, or possible new uses or applications for,any such products or services; or (e) Company’s customer lists, pricing formulas andpurchasing information or policies.  7.2 Upon leaving the employ of Company for any reason, Employee shall promptlyreturn to Company any and all manuals, notes, plans, computer files, and other media,customer lists or other records, price sheets, reports, proposals, technicalinformation, and reproductions thereof, which relate in any way to Company’soperations, business assets, employee files or records, or any of the foregoing itemscovered by this paragraph.  7.3 Any and all confidential information which Employee will have access to, use orcreate during Employee’s employment with Company is and shall at all times remain thesole and exclusive property of Company. Employee shall and hereby does assign toCompany any right, title or interest Employee may have in such confidential informationand to all confidential information, inventions, improvements, and developments,patentable or unpatentable (“**Assignments**”), which, during Employee’s employment withCompany, Employee has made or conceived or hereafter may make or conceive, eithersolely or jointly with others (a) with the use of Company’s time, equipment, materials,supplies, facilities, trade secrets or Confidential Information, (b) resulting from orsuggested by Employee’s work for Company or (c) in any way relating to any subjectmatter within the existing or contemplated business of Company. All such inventions,improvements and developments shall automatically and immediately be deemed to be theproperty of Company as soon as made or conceived. This Assignment includes all rightsto sue for all infringements, including those which may have occurred before thisAssignment.  7.4 If Employee is asked by Company, Employee will (at Company’s expense) do allthings and sign all documents reasonably necessary in the opinion of Company toeliminate any ambiguity as to the rights of Company in the Assignments, including butnot limited to providing Employee’s full cooperation to Company in the event of anylitigation to protect, establish, or obtain such rights of Company.  7.5 Employee agrees to disclose promptly to Company all inventions, improvementsand developments when made or conceived. Upon termination of Employee’s employment forany reason, Employee shall immediately give to Company all written, computerized orother records of such inventions, improvements, and
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   developments, and make full disclosure thereof to Company, whether or not they havebeen reduced to writing. 7.6 This Section 7 does not waive or transfer Employee’s rights to any inventionfor which no equipment, supplies, facility, or trade secret or confidential informationof Company was used and which was developed entirely on Employee’s own time, unless theinvention relates to the business of Company, or to Company’s actual or demonstrablyanticipated research or development, or the invention results from any work thatEmployee performed for Company during the term of Employee’s employment relationshipwith Company.8. **Business Preservation.** 8.1 Each of the provisions of this Agreement are reasonable and necessary topreserve and protect the legitimate business interests of Company, including itscustomer relationships, confidential information and the training which will be givento Employee, its present and potential business activities, and the economic benefitsderived therefrom; they will not prevent Employee from earning a livelihood inEmployee’s chosen business and are not an undue restraint on the trade of Employee, orany of the public interests which may be involved.  8.2 The relationships between Company and its customers, the confidential andproprietary information to which Employee will have access, and the goodwill of Companyand its customer relationships that Employee will enjoy while employed by Company aresignificant and valuable to Company.  8.3 Because of Company’s valuable interest in its customer relationships, duringEmployee’s employment and for a period of 18 months following Employee’s termination ofemployment with Company for any reason, Employee will not directly or indirectlysolicit scrap iron, steel and/or any other ferrous and/or non-ferrous metal and/ormetal alloy business, and/or directly or indirectly purchase, collect, deliver,distribute, haul, process, toll, supply, broker, shred, shear, torch, cold briquette,bundle, recycle and/or otherwise handle scrap iron, steel and/or other ferrous and/ornon-ferrous metal or metal alloy, from any person, company, partnership, corporation orother entity that does business with Company or any of its divisions, subsidiaries,parent, affiliates or successors, or any other person or entity that is, as of the timeof the termination of Employee’s employment or the immediate one-year period prior tosuch termination, a customer or supplier of Company with or about whom Employee has hadany dealings, contact or knowledge through Employee’s employment with Company.  8.4 In order to protect Company’s relationships with its employees, duringEmployee’s employment and for a period of 18 months thereafter, Employee will notsolicit, encourage or have contact with any of Company’s employees for the purpose ofencouraging them to end their employment with Company and/or to join Employee as apartner, agent, employee or otherwise in a business venture or other businessrelationship.
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 8.5 During Employee’s employment and for an 18-month period following employee’stermination of employment with Company for any reason, Employee will not in anycapacity related to Employee’s duties while employed by Company directly or indirectly,provide services to or for any person or entity that collects processes, distributes orotherwise handles items Company collects, processes, distributes or otherwise handles(including as described in Section 8.3 above) or otherwise competes with Company in anyway. This restriction is limited to the geographic area that is within a 250 mileradius of each facility of Company. Also, this restriction is specifically limited toprotect Company’s legitimate and protectible interests and this limited restrictionwill not prevent Employee from obtaining employment in other aspects of the scrap iron,steel or ferrous or non-ferrous metal industry.  8.6 In the event Employee breaches any portion of this Section 8, the 18-monthperiod contained herein shall be extended by the period of time in which Employee hasbreached this Section.9. **Injunctive Relief**. A breach of any of the covenants herein contained would causeirreparable harm to Company’s business and monetary damages would be difficult or impossibleto ascertain and will not afford an adequate remedy. Therefore, in the event of any suchbreach, or threatened breach, in addition to such other remedies which may be provided by law,Company shall have the right to specific performance of the covenants herein contained by wayof temporary and/or permanent injunctive relief, all as it elects, without the need to postany bond.10. **Modification or Waiver****.** 10.1 No modification of this Compete Agreement or waiver of any terms or conditionshereof shall be valid unless in writing and duly executed by the president of Companyor by Employee if Employee is the party to be charged therewith, and no evidence of anywaiver or modification shall be offered or received in evidence in any proceeding,arbitration or litigation between the parties hereto arising out of or affecting thisAgreement or the rights or obligations of the parties hereunder, unless such waiver ormodification is in writing, duly executed as aforesaid.  10.2 The failure in any one or more instances of a party to insist on performance ofany of the terms or conditions of this Agreement or to exercise any right or privilegein this Agreement conferred, or the waiver by either party of a breach of any of theterms or conditions of this Agreement shall not be construed as a subsequent waiver ofany such term, condition, right or privilege.11. **Advance Notice of Prospective Employment**. Employee agrees that at least three weeksprior to accepting employment with, or agreeing to perform services for, any entity thatcompetes with Company, Employee will notify Company in writing of Employee’s intentions so asto provide Company with the opportunity to assess whether Employee’s employment or retentionmay potentially violate any provisions of this Agreement.
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12. **Attorneys’ Fees and Costs**. Employee agrees that in the event Company institutes orbecomes involved in any action to enforce or defend this Agreement, Company shall be entitledto recover from Employee its attorney’s fees and costs related to such action.13. **Employee’s Sole Remedy**. Employee expressly acknowledges and agrees that Employee’ssole remedy for breach of this Agreement by Company shall be limited to recovering the salary,bonus and benefits as provided in Sections 4 and 5.5 of this Agreement.14. **Employment**. Nothing contained in this Agreement is intended to alter the fact thatEmployee’s employment shall be at-will, and it is expressly understood that either Company orEmployee may terminate the employment relationship at any time for any reason.15. **Severability**. The language of all parts of this Agreement shall in all cases beconstrued as a whole, according to its fair meaning. The parties believe the timerestrictions herein to be reasonable to protect business activity. However, in the event thata court of competent jurisdiction deems any provision hereof to be unreasonable, void orunenforceable, such provision(s) shall be deemed severed from the remainder of the Agreement,which at the sole discretion of Company shall continue in all other respects to be valid andenforceable. Any such provision(s) of this Agreement declared void, unreasonable orunenforceable shall at the sole discretion of Company be deemed revised to the minimum amountnecessary in order to be valid and enforceable.16. **Survival**. The parties expressly acknowledge and agree that the provisions set frothin Sections 6 through 22 of this Agreement that by their express or implied terms extendbeyond the expiration of this Agreement or the termination of Employee’s employment under thisAgreement shall continue in full force and effect, notwithstanding Employee’s termination ofemployment under this Agreement or the termination of this Agreement.17. **Complete Agreement**. This Agreement sets forth all of the terms and conditions of theagreement between the Parties concerning the subject matter hereof and any prior oralcommunications are superseded by this Agreement.18. **Binding Effect/Applicable Law**. This Agreement and all of Employee’s obligationsarising under it shall be governed by, and construed under the law of the State of Illinois;shall survive the termination of Employee’s employment regardless of the manner of suchtermination; and shall be binding upon Employee’s heirs, executors and administrators. Theparties agree that any suit, action or proceeding with respect to this Agreement shall bebrought in the courts of Cook County of the State of Illinois or in the U.S. District Courtlocated in the Cook County of the State of Illinois. The parties hereto hereby accept theexclusive jurisdiction of those courts for the purpose of any such suit, action or proceeding.The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, anyobjection that any of them may now or hereafter have to delaying of venue of any suit, actionor proceeding arising out of or relating to this Agreement or any judgment entered by anycourt in respect thereof brought in the State of Illinois and
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   hereby further irrevocably waive any claim that any such suit, action or proceeding broughtin the State of Illinois has been brought in an inconvenient forum.19. **Amendment**. This Agreement may not be altered, amended or modified except in writingsigned by the parties.20. **Benefit**. This Agreement shall be binding upon and inure to the benefit of theparties and their respective heirs, personal representatives, successors and assigns.21. **Notice**. Any notice or other communication required or permitted to be given to aparty pursuant to this Agreement shall be in writing and shall be determined to have been dulygiven when delivered personally or sent by Unites States certified or registered mail, returnreceipt requested, postage prepaid, as follows:       As to Company: Metal Management, Inc.    500 North Dearborn    Chicago, Illinois 60610    Attention: President         and         King & Spalding LLP    1185 Avenue of the Americas    New York, New York 10036    Attention: E. William Bates, II       As to Employee: Larry SnyderEither party may change such party’s address for the purpose of this Section 21 by writtennotice given in the manner herein provided. In the event of notice by certified orregistered mail, such notice shall be effective upon receipt or refusal to receive.22. **Opportunity to Review**. Employee was given this Agreement on May 20, 2005 and had theopportunity to consult with an attorney regarding the restrictions in this Agreement andCompany and Employee have engaged in negotiations over the terms of this Agreement prior toEmployee’s execution of this Agreement. Employee shall not be hired unless Employee executesand returns this Agreement to Company on or before May 31, 2005 (or such later date as may berequested by Employee and agreed to by Company in its sole discretion).
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     **IN WITNESS WHEREOF**, the parties have hereunto set their hands as of the date first abovewritten.      **METAL MANAGEMENT, INC.**