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                                                                    Exhibit 10.8

                              EMPLOYMENT AGREEMENT

         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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than 60 days prior to the end of the then current Employment Period of its or
his desire not to extend the Employment Period; provided further that the
Employment Period may terminate sooner upon the occurrence of certain events as
described in Sections 5, 6, 7, 8 and 9 of this Agreement. The date on which
Executive's employment is terminated shall be referred to herein as the
"TERMINATION DATE"

         3.       COMPENSATION.

                  (a)      Base Compensation. The base compensation to be paid
                           to Executive for his services under this Agreement
                           shall be not less than $750,000 per year, subject to
                           applicable withholdings, payable in equal periodic
                           installments in accordance with the usual payroll
                           practices of MTLM, but no less frequently than
                           monthly, commencing on the Commencement Date.
                           Executive's base compensation shall be subject to
                           annual review for cost of living and merit factors,
                           with any adjustments determined by the compensation
                           committee of the Board. The foregoing is hereafter
                           referred to as Executive's "BASE COMPENSATION."

                  (b)      Bonuses. During the Employment Period, Executive
                           shall also be eligible to receive the following:

                           (i)      Signing Bonus. MTLM shall, subject to
                           applicable withholdings, pay Executive $375,000 as a
                           signing bonus, such amount to be paid within ten days
                           after the execution of this Agreement.

                           (ii)     Annual Bonus. For the period ending March
                           31, 2004, and for each subsequent twelve-month period
                           during the Employment Period ending March 31,
                           Executive shall be eligible to receive an annual
                           bonus in accordance with the terms of MTLM's annual
                           bonus program as then in effect for MTLM's senior
                           executives as such program is modified by this
                           Section 3(b)(ii); provided, however, the compensation
                           committee of the Board may direct MTLM to pay
                           Executive an annual bonus which exceeds the annual
                           bonus otherwise payable under such program or the
                           minimum annual bonus set forth below. Notwithstanding
                           anything contained herein to the contrary,
                           Executive's minimum annual bonus shall (subject to
                           applicable withholdings) for each period set forth
                           below shall be the figure set forth opposite such
                           period:

<TABLE>
<S>                                         <C>
January 16, 2004 through March 31, 2004     $350,000
March 31, 2004 through March 31, 2005       $750,000
March 31, 2005 through March 31, 2006       $375,000
March 31, 2006 through March 31, 2007       $187,500
</TABLE>

                           Each annual bonus described in this Section 3(b)(ii)
                           shall be paid at the time called for under MTLM's
                           annual bonus program for senior executives.

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                           (c) Restricted Stock. Upon execution and delivery of
                  the this Agreement by MTLM and Executive, Executive shall be
                  granted 250,000 shares of common stock, $0.01 par value per
                  share (the "MTLM STOCK") pursuant to the terms of the Metal
                  Management, Inc. 2002 Incentive Stock Plan (the "PLAN").
                  Except as otherwise provided in this Agreement or the Plan,
                  Executive's interest in 62,500 shares shall become
                  non-forfeitable on March 31, 2005 provided Executive is still
                  employed by MTLM on such date, and his interest in an
                  additional 62,500 shares shall become non-forfeitable on each
                  of the next three subsequent anniversaries of such date
                  provided Executive is still employed by MTLM on such
                  anniversary date. All the terms and conditions to such grant
                  shall be set forth for Executive in a certificate in
                  accordance with the terms of the Plan.

                           (d) Options. Upon execution and delivery of this
                  Agreement by MTLM and Executive, Executive shall be granted
                  two options to purchase shares of MTLM Stock pursuant to the
                  terms of the Plan, one for 50,000 shares of MTLM Stock at an
                  exercise price of $52.50 per share and another for 50,000
                  shares of MTLM Stock at an exercise price of $70.00 per share,
                  exercisable, at the election of Executive, at any time on or
                  after the date hereof and on or prior to the tenth anniversary
                  date of this Agreement. All the terms and conditions to such
                  grant shall be set forth for Executive in a certificate in
                  accordance with the terms of the Plan.

         4.       FRINGE BENEFITS. MTLM shall furnish Executive with accident,
health and life insurance and reimbursement of all documented reasonable and
necessary out-of-pocket expenses incurred by Executive on behalf of MTLM by
reason of the performance of Executive's duties and responsibilities hereunder.
Further, MTLM shall furnish Executive with all of the additional fringe benefits
made generally available by MTLM to its executive officers recognizing that such
fringe benefits may be changed from time to time provided Executive shall be
deemed immediately eligible for any such fringe benefits to the extent
permissible under the terms of applicable law and the terms of the underlying
plans, programs and policies. Executive shall be entitled to take five (5) weeks
of paid vacation per calendar year, and shall be paid on all national and state
holidays, during the Employment Period. Vacation allowances shall not be
cumulative from year to year. MTLM shall include Executive as a covered person
under MTLM's directors and officers' insurance policy. MTLM shall furnish
Executive with appropriate office space (as set forth in Section 1(b) of this
Agreement), equipment, supplies, and such other facilities and personnel as
necessary or appropriate (de minimis use thereof by Executive for personal
reasons shall not be deemed a breach of this Agreement). MTLM shall pay
Executive's dues in such societies and organizations as MTLM deems appropriate,
and shall pay on behalf of Executive (or reimburse Executive for) documented
reasonable out-of-pocket expenses incurred by Executive in attending
conventions, seminars, trade shows and other business meetings and business
entertainment and promotional expenses. MTLM shall pay Executive an automobile
allowance of $1,000.00 per month, subject to applicable withholdings.

         5.       DEATH OR PERMANENT DISABILITY. If, during the Employment
Period, Executive dies (as confirmed by a certificate of death) or Executive is
permanently disabled such that, in the opinion of a physician selected by MTLM
and Executive, Executive is rendered incapable of performing the services
contemplated under this Agreement for a period of twelve (12)

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consecutive months by reason of illness, accident, or other physical or mental
disability ("PERMANENT DISABILITY"), this Agreement shall be deemed to be
terminated as of the date of such death or of the determination of Permanent
Disability. Notwithstanding the foregoing, Executive shall be entitled to the
benefits as provided in Section 8 of this Agreement. During any period prior to
such time when Executive is permanently disabled, as described above, MTLM shall
be obligated to perform its obligations under this Agreement in accordance with
its terms, including, but limited to, its obligations under Section 3 of this
Agreement.

         6.       INVOLUNTARY TERMINATION. Except in the case of termination for
Cause pursuant to Section 7 of this Agreement, if MTLM terminates Executive's
employment hereunder without Executive's consent, all of Executive's benefits
under this Agreement shall cease immediately upon the date of such termination,
provided that Executive shall continue to be entitled to receive the benefits as
provided in Section 8(b) of this Agreement.

         7.       TERMINATION VOLUNTARY OR FOR CAUSE.

                  (a)      In the event: (i) Executive voluntarily terminates
                           his employment hereunder without Good Reason (as
                           defined below); (ii) pursuant to Section 9(b) of this
                           Agreement; or (iii) Executive's employment hereunder
                           is terminated for Cause, unless otherwise provided
                           herein, all of his compensation and benefits under
                           this Agreement shall cease immediately upon the date
                           of such termination, provided that Executive shall be
                           entitled to receive the compensation provided in
                           Section 3 of this Agreement paid on a pro rata basis
                           to the date of such termination.

                  (b)      Termination for Cause. Any of the following events
                           shall be considered as "CAUSE" for the immediate
                           termination of the Employment Period by MTLM:

                           (i)      final and non-appealable conviction of
                           Executive for a felony or a nolo contendere plea with
                           respect to a felony; or

                           (ii)     final and non-appealable conviction of
                           Executive for (a) misappropriation by Executive of
                           funds or property of MTLM or (b) the commission of
                           other acts of dishonesty relating to his employment;
                           or

                           (iii)    (a) willful breach of this Agreement which
                           is not cured by Executive within 10 days following
                           receipt by Executive of written notice of such breach
                           from MTLM or (b) material neglect by Executive of any
                           of his material duties or responsibilities hereunder
                           which is not cured by Executive within 30 days
                           following receipt by Executive of written notice of
                           the acts that MTLM assert constitute such neglect by
                           Executive, provided, however, that any such willful
                           breach which is not curable shall be considered Cause
                           for the immediate termination of the Employment
                           Period by MTLM; or

                           (iv)     conduct on the part of Executive which is
                           materially adverse to any known interest of MTLM that
                           continues unabated, or uncured to the

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                           reasonable satisfaction of MTLM, after the expiration
                           of 10 days following receipt of written notice by
                           Executive from MTLM.

                           Notwithstanding the foregoing, Executive shall not be
                           deemed to have been terminated for Cause unless and
                           until there shall have been delivered to him a
                           written termination notice signed by a member of the
                           Board duly authorized to deliver such notice.

         8.       ACCELERATION OF PAYMENTS.

                  (a)      For this Agreement, the following terms shall have
                           the following meanings:

                           (i)      "GOOD REASON" shall mean the occurrence of
                           any of the following events without Executive's
                           express written consent: (a) a reduction by MTLM of
                           Executive's compensation provided in Section 3 of
                           this Agreement; (b) any material breach by MTLM of
                           any provisions of this Agreement which is not cured
                           by MTLM within 10 days following receipt by MTLM of
                           written notice of such breach from Executive; (c) the
                           assignment of Executive by MTLM without his consent
                           to a position, responsibility or duties of a
                           materially lesser status or degree of responsibility
                           than his position, responsibilities or duties as of
                           the Commencement Date or (d) the Committee appointed
                           by the Board to administer the Plan takes action that
                           materially reduces the value of the stock options
                           awarded in connection with Section 3(d) of this
                           Agreement and has the result of treating Executive
                           materially differently than other employees and
                           directors who received options, stock appreciation
                           rights or stock grants under the Plan.

                           (ii)     "TRIGGER DATE" means the date on which a
                           Triggering Event occurs.

                           (iii)    "TRIGGERING EVENT" means any of: (a) a
                           resignation of Executive as an employee of MTLM due
                           to Good Reason; (b) termination of the Employment
                           Period under Section 5 of this Agreement; or (c)
                           involuntary termination of the Employment Period by
                           MTLM, except in the case of termination for Cause.

                  (b)      OCCURRENCE OF TRIGGERING EVENT. Upon the occurrence
                           of a Triggering Event, Executive shall receive from
                           MTLM a lump sum payment equal to the Base
                           Compensation provided under Section 3(a) and the
                           minimum annual bonuses provided under Section
                           3(b)(ii) of this Agreement that otherwise would have
                           been payable to Executive through March 31, 2008 but
                           for the occurrence of a Triggering Event; provided,
                           if he would have earned a bonus in accordance with
                           Section 3(b)(ii) of this Agreement for the fiscal
                           year in which the Triggering Event occurred if
                           Executive had remained employed through the end of
                           the fiscal year, he shall be paid

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                           such bonus in lieu of the minimum bonus for such
                           year. Furthermore, any unvested stock options or
                           stock grants or any unvested long term incentive plan
                           compensation shall immediately become vested.
                           Additionally, unless (i) MTLM terminates Executive's
                           employment for Cause, (ii) Executive terminates this
                           Agreement without Good Reason, or (iii) this
                           Agreement is terminated as a result of Executive's
                           death, Executive shall, at no cost to Executive, be
                           entitled to continue to participate in the
                           MTLM-provided health and medical insurance programs
                           until March 31, 2008, provided, however, that, if
                           this Agreement is terminated as a result of
                           Executive's death, Executive's then current spouse
                           and dependent children shall be entitled to continue
                           to participate in the MTLM-provided health and
                           medical insurance programs for one-year after such
                           death, unless, in each case, such continued
                           participation is prohibited by any applicable laws or
                           would otherwise jeopardize the tax qualified status
                           of any such programs. If MTLM is prohibited by
                           applicable law or would otherwise jeopardize the tax
                           qualified status of any health or medical insurance
                           plan and as a result MTLM terminates coverage, it
                           shall promptly reimburse Executive for the cost of
                           obtaining comparable third party coverage.

                  (c)      TIME OF PAYMENT FOLLOWING TRIGGERING EVENT. All
                           accelerated payments of Base Compensation, bonuses,
                           and long term incentive plan compensation due to
                           Executive pursuant to this Section shall be paid
                           promptly but in any event within thirty (30) days
                           after the Trigger Date, provided, however, that any
                           earned bonuses as set forth in Section 3(b)(iii) of
                           this Agreement shall be paid as otherwise set forth
                           herein.

         9.       NON-COMPETITION.

                  (a)      GENERAL. In addition to any other obligations of
                           Executive under any other agreement with MTLM, in
                           order to assure that MTLM shall realize the benefits
                           of this Agreement and in consideration of the
                           employment set forth in this Agreement, Executive
                           shall not:

                           (i)      during the period beginning on the date of
                           this Agreement and ending eighteen months after the
                           Termination Date (the "NON-COMPETITION PERIOD"),
                           directly or indirectly, whether through an affiliate
                           or otherwise, alone or as a partner, joint venturer,
                           member, officer, director, employee, consultant,
                           agent, independent contractor, stockholder, or in any
                           other capacity of any company or business, engage in
                           any business activity in any state in the United
                           States in which, prior to the Termination Date, MTLM
                           or any subsidiary or affiliate of MTLM conducts
                           business or is actively planning to conduct business
                           and, on and after the Termination Date, MTLM or any
                           subsidiary or affiliate of MTLM on the Termination
                           Date conducts business or is actively planning to
                           conduct business, which business activity is directly
                           or indirectly in competition with the business, prior
                           to the Termination Date, that is conducted by or is
                           actively planned to be conducted by MTLM or any

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                           subsidiary or affiliate of MTLM and, on and after the
                           Termination Date, is on the Termination Date
                           conducted by or is actively planned to be conducted
                           by MTLM or any subsidiary or affiliate of MTLM;
                           provided, however; that, the beneficial ownership of
                           less than 5% of the shares of stock of any
                           corporation having a class of equity securities
                           actively traded on a national securities exchange or
                           over-the-counter market shall not be deemed, in and
                           of itself, to violate the prohibitions of this
                           Section; provided, however, that Executive shall not
                           be bound by the restrictions set forth in this
                           Section 9(a)(i) if MTLM shall not have cured the
                           failure to make any material payment to Executive
                           under this Agreement within 30 days following receipt
                           by MTLM of written notice from Executive of such
                           failure unless such failure to make such payment is
                           due to MTLM's allegation of a material breach of the
                           terms of this Agreement;

                           (ii)     during the Non-Competition Period, directly
                           or indirectly (a) induce any person which is a
                           customer of MTLM or any subsidiary or affiliate of
                           MTLM on the Termination Date to patronize any
                           business directly or indirectly in competition with
                           the business conducted by MTLM or any subsidiary or
                           affiliate of MTLM on the Termination Date; (b)
                           canvass, solicit or accept from any person which is a
                           customer of MTLM or any subsidiary or affiliate of
                           MTLM on the Termination Date, any such competitive
                           business, or (c) request or advise any person which
                           is a customer of MTLM or any subsidiary or affiliate
                           of MTLM on the Termination Date to withdraw, curtail
                           or cancel any such customer's business with MTLM or
                           any subsidiary or affiliate of MTLM on the
                           Termination Date;

                           (iii)    during the Non-Competition Period, directly
                           or indirectly employ, or knowingly permit any company
                           or business directly or indirectly controlled by him,
                           to employ, any person who was employed by any of MTLM
                           or any then subsidiary or affiliate of MTLM at or
                           within six months prior to the Termination Date, or
                           in any manner seek to induce any such person to leave
                           his or her employment; or

                           (iv)     directly or indirectly, at any time
                           following the Termination Date, in any way utilize,
                           disclose, copy, reproduce or retain in his possession
                           any of MTLM's or any subsidiary's or affiliate's
                           proprietary rights or records, including, but not
                           limited to, any of their customer or price lists.

                  (b)      EXECUTIVE ELECTION TO END NON-COMPETITION PERIOD. In
                           the event that a Change in Control occurs, Executive
                           shall have the right to elect, within one hundred
                           twenty (120) days of such Change of Control ("CHANGE
                           OF CONTROL EVENT"), to terminate this Agreement,
                           effective as of ninety (90) days after such election.
                           The Non-Competition Period shall terminate effective
                           with the date of such termination. In the event of a
                           termination under this clause (b), except as
                           otherwise provided in this clause (b), Executive
                           shall not be entitled to any separation or severance
                           benefits

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                           provided for under this Agreement for periods
                           following the date of termination notwithstanding
                           anything in this Agreement to the contrary.

                  (c)      SCOPE OF RESTRICTION. Executive agrees and
                           acknowledges that the restrictions contained in this
                           Section 9 are reasonable in scope and duration and
                           are necessary to protect MTLM after the Commencement
                           Date. If any provision of this Section 9 as applied
                           to any party or to any circumstance is adjudged by a
                           court to be invalid or unenforceable, the same shall
                           in no way affect any other circumstance or the
                           validity or enforceability of this Agreement. If any
                           such provision, or any part thereof, is held to be
                           unenforceable because of the duration of such
                           provision or the area covered thereby, the parties
                           agree that the court making such determination shall
                           have the power to reduce the duration and/or area of
                           such provision, and/or to delete specific words or
                           phrases, and in its reduced form, such provision
                           shall then be enforceable and shall be enforced. The
                           parties agree and acknowledge that the breach of this
                           Section 9 shall cause irreparable damage to MTLM and
                           upon breach of any provision of this Section 9, MTLM
                           shall be entitled to injunctive relief, specific
                           performance or other equitable relief; provided,
                           however, that this shall in no way limit any other
                           remedies which MTLM may have (including, but not
                           limited to, the right to seek monetary damages).

         10.      CHANGE OF CONTROL.

                  (a)      GENERAL. Notwithstanding anything in the Plan to the
                           contrary, for purposes of this Agreement and with
                           respect to any options, stock grants and stock
                           appreciation rights issued under the Plan to
                           Executive, "CHANGE OF CONTROL" shall be deemed to
                           mean a "change in control" of the Company of a nature
                           that would be required to be reported in response to
                           Item 6(e) of Schedule 14A of Regulation 14A
                           promulgated under the Securities Exchange Act of
                           1934, as amended (the "1934 ACT"), as in effect at
                           the time of such "change in control," provided that
                           such a change in control shall be deemed to have
                           occurred at such time as (1) any "person" (as that
                           term is used in Sections 13(d) and 14(d)(2) of the
                           1934 Act) becomes after the effective date of this
                           Agreement the beneficial owner (as defined in Rule
                           13d-3 under the 1934 Act) directly or indirectly of
                           securities representing 40% or more of the combined
                           voting power of the then outstanding securities for
                           election of directors of the Company or any successor
                           to the Company, (2) during any period of two
                           consecutive years or less, individuals who at the
                           beginning of such period constitute the Board cease,
                           for any reason, to constitute at least a majority of
                           the Board, unless the election or nomination for
                           election of each person who was not a director at the
                           beginning of such period was approved by vote of at
                           least two-thirds of the directors then in office who
                           were directors at the beginning of such period or who
                           were directors previously so approved, (3) there is a
                           dissolution or liquidation of the Company or any sale
                           or disposition of 50% or more of the assets or
                           business of the Company, or

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                           (4) there is a reorganization, merger, consolidation
                           or share exchange (other than a reorganization,
                           merger, consolidation, or share exchange with a
                           wholly-owned subsidiary of the Company) of the
                           Company unless (A) the persons who were the
                           beneficial owners of the outstanding shares of the
                           common stock of the Company immediately before the
                           consummation of such transaction beneficially own
                           more than 50% of the outstanding shares of the common
                           stock of the successor or survivor corporation in
                           such transaction immediately following the
                           consummation of such transaction and (B) the shares
                           of the common stock of such successor or survivor
                           corporation beneficially owned by the persons
                           described in clause (A) immediately following the
                           consummation of such transaction are beneficially
                           owned by each such person in substantially the same
                           proportion that each such person had beneficially
                           owned shares of Company common stock immediately
                           before the consummation of such transaction.

                  (b)      OCCURRENCE OF A CHANGE OF CONTROL TERMINATION
                           ELECTION. Upon the occurrence of (x) a Change of
                           Control (as defined below) and (y) Executive's
                           election to terminate this Agreement, as set forth in
                           Section 9(b), Executive shall be entitled to receive
                           an amount equal to the greater of (1) one year's
                           salary as provided in Section 3(a) of this Agreement
                           and (2) 50% of the amount provided in Sections 3(a)
                           and 3(b)(ii) that otherwise would have been payable
                           to Executive for the remainder of the Employment
                           Period.

                  (c)      TIME OF BONUS PAYMENTS FOLLOWING CHANGE OF CONTROL
                           TERMINATION ELECTION. All payments of bonuses due to
                           Executive pursuant to Section 9(b)(ii) of this
                           Agreement shall be paid by the later of (y) ninety
                           (90) days after the Change of Control Event and (z)
                           receipt of the audit relating to the financial
                           statements of MTLM for the fiscal year during which
                           the Change of Control Event occurred.

         11.      CONFIDENTIALITY OF INFORMATION; DUTY OF NON-DISCLOSURE.
Executive acknowledges and agrees that his employment by MTLM under this
Agreement necessarily involves his understanding of and access to certain trade
secrets and confidential information pertaining to the business of MTLM or any
subsidiary or affiliate of MTLM. Accordingly, during the Employment Period, and
until the expiration of the Non-Competition Period, Executive shall not,
directly or indirectly, without the prior written consent of MTLM, disclose to
or use for the benefit of any person, corporation or other entity, or for
himself any and all files, trade secrets or other confidential information
concerning the internal affairs of MTLM or any subsidiary or affiliate of MTLM,
including, but not limited to, confidential information pertaining to clients,
services, products, earnings, finances, operations, methods or other activities;
provided, however, that the foregoing shall not apply to information which is of
public record or is generally known, disclosed or available to the general
public or the industry generally. Further, Executive shall not, directly or
indirectly, remove or retain, without the express prior written consent of MTLM,
and upon termination of this Agreement for any reason shall return to MTLM, any
confidential figures, calculations, letters, papers, records, computer

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disks, computer print-outs, lists, documents, instruments, drawings, designs,
programs, brochures, sales literature, or any copies thereof, or any information
or instruments derived therefrom, or any other similar information of any type
or description, however such information might be obtained or recorded, arising
out of or in any way relating to the business of MTLM or any subsidiary or
affiliate of MTLM or obtained as a result of his employment by MTLM or any
subsidiary or affiliate of MTLM. Executive acknowledges that all of the
foregoing are proprietary information, and are the exclusive property of MTLM.
The covenants contained in this Section 11 shall survive the termination of this
Agreement.

         12.      AUTHORITY; ENFORCEABILITY. MTLM has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement, the performance by MTLM
of its obligations hereunder have been duly and validly authorized by all
necessary corporate action on the part of MTLM. This Agreement has been duly
executed and delivered by MTLM and constitutes a valid and binding agreement of
MTLM, enforceable against MTLM in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors' rights generally, general equitable principles and
the discretion of courts in granting equitable remedies.

         13.      GOODWILL. MTLM has invested substantial time and money in the
development of its products, services, territories, advertising and marketing
thereof, soliciting clients and creating goodwill. By accepting employment with
MTLM, Executive acknowledges that the customers are the customers of MTLM and
its subsidiaries and affiliates and that any goodwill created by Executive
belongs to and shall inure to the benefit of MTLM.

         14.      NO DUTY TO MITIGATE. In the event that Executive's employment
terminates hereunder, MTLM acknowledges and agrees that Executive has no duty to
mitigate the costs to MTLM with respect to any amounts payable hereunder to the
Executive.

         15.      NOTICES. Any notice or request to be given hereunder to either
party hereto shall be deemed effective only if in writing and either (a)
delivered personally or (b) sent by certified or registered mail, postage
prepaid, to the following addresses or to such other address as either party may
hereafter specify to the other by notice similarly served:

                  If to Executive:

                  Daniel Dienst
                  c/o Michael Schwartzbard
                  358 Eisenhower Parkway
                  Roseland, New Jersey 07068

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                  with a copy to:

                  Blank Rome LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, New York 10174
                  Attn: Michael S. Mullman

                  If to MTLM:

                  Metal Management, Inc.
                  500 N. Dearborn Street
                  Suite 600
                  Chicago, Illinois  60610
                  Attn: President

                  with a copy to:

                  King & Spalding LLP
                  1185 Avenue of the Americas
                  New York, New York 10036
                  Attn: E. William Bates, II
                        Lawrence A. Larose

         16.      ASSIGNMENT. Except as set forth in Section 9(b) of this
Agreement, this Agreement shall be binding upon and inure to the benefit of the
successors and assigns of MTLM, whether by merger, sale of assets or otherwise.
This Agreement shall be binding upon and inure to the benefit of Executive's
heirs.

         17.      ATTORNEYS' FEES. (a) Upon receipt by MTLM of statement for
legal services from the attorneys representing Executive, MTLM shall reimburse
Executive or to pay on behalf of Executive the reasonable and necessary
attorneys' fees and associated expenses incurred by Executive in connection with
the negotiation of this Agreement.

                  (b)      In the event suit or action is brought by any party
under this Agreement to enforce or construe any of its terms, the prevailing
party shall be entitled to recover, in addition to all other amounts and relief,
its reasonable and necessary attorneys' fees and associated expenses incurred at
and in preparation for arbitration, trial, appeal and review.

         18.      GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York without reference to its
choice-of-law principles.

         19.      MODIFICATION. No modification or waiver of any provision
hereof shall be made unless it is in writing and signed by both of the parties
hereto.

         20.      SCOPE OF AGREEMENT. This Agreement constitutes the whole of
the agreement between the parties on the subject matter, superseding all prior
oral and written conversations,

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negotiations, understandings, and agreements in effect as of the date of this
Agreement specifically including, but not limited to, the Prior Agreement.

         21.      SEVERABILITY. To the extent that any provision of this
Agreement may be deemed or determined to be unenforceable for any reason, such
unenforceability shall not impair or affect any other provision, and this
Agreement shall be interpreted so as to most fully give effect to its terms and
still be enforceable.

         22.      EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                              METAL MANAGEMENT, INC.

                                              By_____________________________
                                                John T. DiLacqua
                                                Director

                                              _______________________________
                                              Daniel Dienst

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                                                                       EXHIBIT A

                                  DIRECTORSHIPS

Metals USA, Inc. (Non-Executive Chairman of the Board of Directors)