<PAGE>   1

                                                                        Ex 10.4

                               November 10, 1999



Mr. Michael W. Tryon
[ADDRESS]


Dear Michael:

         This letter confirms the terms on which you have agreed to become the
President and Chief Operating Officer of Metal Management, Inc.

1.       Term and Duties. The initial term of your employment with Metal
         Management, Inc. ("MTLM") will be for one year, beginning on September
         7, 1999. The term of your employment will automatically be extended for
         successive one year periods unless, at least 90 days prior to the
         expiration of the then current one year term, either party gives
         written notice to the other party of an intention not to renew the
         term. During the term of your employment you will serve as the
         President and Chief Operating Officer of MTLM with the duties incumbent
         with that office as determined from time to time by the Chairman and
         Chief Executive Officer and/or the Board of Directors of MTLM.

2.       Compensation. During the term of your employment, while you are
         employed by MTLM, you will be entitled to the following compensation:

         (a)      You will be paid a salary at the annual rate of not less than
                  $320,000. Your salary will be payable in accordance with
                  MTLM's normal payroll practices.

         (b)      You will be eligible to participate in employee benefit plans,
                  policies and programs maintained from time to time by MTLM for
                  the general benefit of other similarly situated salaried
                  employees of MTLM, upon the terms and conditions contained in
                  such plans.

         (c)      You will be entitled to annual and long-term bonus
                  compensation as determined from time to time by MTLM based on
                  MTLM's bonus policy as in effect from time to time. For your
                  information, I have attached hereto a copy of our current RONA
                  plan for your information.

         (d)      You will be entitled to a monthly car allowance of $1,000.

         (e)      MTLM will grant to you concurrently with the commencement of
                  your employment, stock options under the Metal Management,
                  Inc. 1995 Stock Plan giving you the right to purchase
                  150,000 shares of MTLM common stock, par value $.01. The
                  stock options will have exercise prices of (i) $2.00 for
                  50,000 of the shares subject to the option ("Group 1"), (ii)
                  $2.50 per share for 50,000 of the shares subject to the
                  option ("Group 2") , and (iii) $3.00 per share for the
                  remaining 50,000 shares subject to the option ("Group 3")
                  and that the Group 1 portion of the stock option will vest
                  immediately upon commencement of



<PAGE>   2
                  employment, that the Group 2 portion of the stock option
                  will vest on the second anniversary of the grant date and
                  that the Group 3 portion of the stock option will vest on
                  the third anniversary of the grant date. You will be
                  required to enter into a standard form of option agreement
                  used by MTLM with respect to awards under the Stock Plan for
                  similarly situated employees.

3.       Place of Employment. Your primary work location will be Chicago,
         Illinois and, as such, the terms of your employment will be governed by
         the laws of the state of Illinois. You will be entitled to relocation
         expenses associated with your move to Chicago. Attached hereto is our
         current policy on relocation. As I mentioned to you, this policy is not
         written in stone and we would expect to cover your reasonable
         relocation expenses.

If you agree with the foregoing, please sign and return the enclosed copy of
this letter and the enclosed confidentiality and noncompetition agreement to me.
We look forward to having you join us on September 7.

                                                 Sincerely yours,

                                                 /s/ ALBERT A. COZZI
Agreed:                                          Chairman of the Board
                                                 and Chief Executive Officer
Date: September 10, 1999
      ------------

    /s/ MICHAEL W. TRYON
-----------------------------
       Michael W. Tryon





<PAGE>   3




                  CONFIDENTIALITY AND NONCOMPETITION AGREEMENT
                  --------------------------------------------

         This Agreement is made effective as of the 7th day of September, 1999
by and between Metal Management, Inc. ("MTLM") and Michael W. Tryon (the
"Employee").

                                WITNESSETH THAT:

         WHEREAS, the Employee has agreed to enter into this Agreement as a
condition of the Employee's employment by MTLM;

         NOW, THEREFORE, MTLM and the Employee hereby agree as follows:

1.       Noncompetition. The Employee hereby covenants and agrees that, while
         the Employee is employed by MTLM and during a period of twenty four
         (24) months following the termination of the Employee's employment with
         MTLM for any reason (the "Covenant Period"), the Employee will not,
         directly or indirectly:

                  (a) alone, together or in association with others, either as a
         principal, agent, owner, shareholder, officer, director, partner,
         employee, lender, landlord, investor or in any other capacity, engage
         in, have any financial interest in or be in any way connected or
         affiliated with, or render advice or services to, any business engaged
         in businesses or lines of business which MTLM or any of its affiliates
         are engaged during the term of the Employee's employment with MTLM and
         its affiliates or, with respect to periods after the Employee's
         termination of employment, as of the termination date, within 100 miles
         of any facility of MTLM or any of its affiliates;

                  (b) divert, take away, solicit, interfere with or attempt to
         divert, take away, solicit, or interfere with any present or future
         customer, referral source or account of MTLM or any of its affiliates,
         or offer to provide, sell or lease to any such customer, referral
         source or account of MTLM or any of its affiliates at any location,
         goods or services of the type provided by MTLM or any of its affiliates
         during the period that the Employee was employed by MTLM, except on
         behalf of MTLM as an employee thereof; or

                  (c) solicit, induce, influence or attempt to solicit, induce
         or influence any present employee or agent of MTLM to leave the
         Employee's employment or engagement with MTLM or any of its affiliates;
         or offer employment or engagement to or employ or engage any such
         employee of MTLM or its affiliates or assist or attempt to assist any
         such employee of MTLM or any of its affiliates in seeking other
         employment.

         The Employee hereby acknowledges that the nature of MTLM's business is
         such that it may become engaged in such business in metropolitan areas
         throughout the United States. The restrictions imposed by paragraph (a)
         above will not apply to the ownership of five percent (5%) or less of
         all of the outstanding



<PAGE>   4



         securities of any entity whose securities are listed on a national
         securities exchange.

2.       Trade Secrets.  The Employee acknowledges that the Employee will
         acquire knowledge of and access to information of a confidential or
         proprietary nature concerning the business and affairs of MTLM and its
         affiliates, including without limitation, information relating to
         customers, accounts, referral sources, contract prices, books and
         records, sales, confidential methods, processes, techniques,
         information and other trade secrets, all of which are hereinafter
         collectively referred to as "Trade Secrets". The Employee recognizes
         and agrees that the disclosure or improper use of such Trade Secrets
         will cause serious and irreparable injury to MTLM and its affiliates.
         Accordingly, the Employee hereby further covenants and agrees that,
         during the Covenant Period and thereafter until such Trade Secrets
         will become general public knowledge through no fault of the Employee,
         the Employee will not:

                  (a)      communicate, disclose or divulge to any person, firm
                           or other party, or use, directly or indirectly, for
                           the Employee's benefit or the benefit of others, any
                           Trade Secrets which the Employee may know now or
                           hereafter come to know; or

                  (b)      except as required in the normal course of the
                           employment of the Employee, copy, remove from the
                           premises of MTLM or any of its affiliates or retain,
                           without the prior written consent of MTLM, any
                           written Trade Secrets (or Trade Secrets that are
                           capable of being reduced to written form, including,
                           but not limited to, Trade Secrets stored in
                           electronic form), including, but not limited to,
                           financial data, customer lists, pricing schedules or
                           information, memoranda or copies or extracts of any
                           of the foregoing.

         Upon the Employee's termination of employment, the Employee will
         deliver to MTLM all Trade Secrets and other confidential information
         then in the Employee's possession or under the Employee's control.

3.       Proprietary Matters.  The Employee hereby covenants and agrees that:
         (a) so long as the Employee is employed by MTLM, the Employee will
         keep MTLM informed of any and all discoveries, improvements, trade
         secrets, secret processes and other know-how (all of which are
         hereinafter collectively referred to as "Proprietary Items") made or
         developed by the Employee, in whole or in part, or conceived of by the
         Employee, alone or with others, which result from any work the
         Employee may do for or at the request of MTLM, or which relate to the
         business, operations or activities of MTLM or any present or future
         affiliate of MTLM, and (b) during the course of the Employee's
         employment and thereafter, the Employee will disclose in writing
         promptly to such persons as MTLM may from time to time designate, all
         Proprietary Items that relate in any way to the business, operations
         or activities of MTLM, and that are made or conceived by the Employee
         alone or in collaboration with others during the period of the
         Employee's employment, whether so made during working hours or
         otherwise.




<PAGE>   5




         The Employee understands that all Proprietary Items will become and
         remain the sole property of MTLM, unless expressly released in writing
         by MTLM, and MTLM will have all ownership rights in all the
         Proprietary Items. The Employee agrees to execute appropriate
         instruments documenting such ownership rights.

4.       Time Fixed as to Restriction.  As used in Sections 1, 2 and 3 with
         respect to the Employee's obligations following termination of
         employment with MTLM, the terms "customer", "account", "referral
         source", "employee", "trade secrets", and "proprietary item" will mean
         only the firm, firms, person, persons, trade secrets and proprietary
         items existing as such on the Employee's termination date, or in the
         case of a customer, account, referral source or employee, at any time
         during the twenty-four (24) month period immediately preceding the
         Employee's termination date. In no event are any of these items to be
         construed so as to include any future firm, firms, person or persons,
         trade secrets or proprietary items arising after the Employee's
         termination date, unless otherwise included under the twenty-four (24)
         month provision previously stated.

5.       Remedies. The Employee expressly agrees and understands that the remedy
         at law for any breach by the Employee of this Agreement will be
         inadequate and that the damages flowing from such breach are not
         readily susceptible to being measured in monetary terms. Accordingly,
         it is acknowledged that upon adequate proof of the Employee's violation
         of any legally enforceable provision of this Agreement, MTLM will be
         entitled to immediate injunctive relief and may obtain a temporary
         order restraining any threatened or further breach. Nothing in this
         Agreement will be deemed to limit MTLM's remedies at law or in equity
         for any breach by the Employee of any of the provisions of this
         Agreement which may be pursued or availed of by MTLM.

6.       Time. In the event the Employee will violate any legally enforceable
         provision of this Agreement as to which there is a specific time period
         during which the Employee is prohibited from taking certain actions or
         from engaging in certain activities, as set forth in such provision,
         then in such event, such violation will toll the running of such time
         period from the date of such violation until such violation will cease.

7.       Acknowledgment. The Employee has carefully considered the nature and
         extent of the restrictions upon the Employee and the rights and
         remedies of MTLM under this Agreement and hereby acknowledges and
         agrees that the same are (a) reasonable in time and territory; (b) are
         designed to eliminate competition which otherwise would be unfair to
         MTLM; (c) are not designed to (and will not) stifle the inherent skill
         and experience of the Employee; (d) would not operate as a bar to the
         Employee's sole means of support; (e) are fully required to protect a
         legitimate interest of MTLM; and (f) do not confer a benefit upon MTLM
         disproportionate to the detriment to the Employee.

8.       Invalidity of Provisions. In the event that any term or provision of
         this Agreement will be declared by any court of competent jurisdiction
         to be unreasonable or invalid, any such unreasonable term or provisions
         will be



<PAGE>   6



         modified and enforceable to the extent deemed reasonable by such
         court; and any such invalidity will not affect any other term or
         provision of this Agreement, all of which remaining terms and
         provisions will continue in full force and effect.

9.       Applicable Law. This Agreement will be governed by and construed in
         accordance with the internal laws (as opposed to the conflicts of law
         provisions) of the State of Illinois.

10.      Amendment. This Agreement may not be altered, amended or modified
         except in writing signed by each of the parties.

         IN WITNESS WHEREOF, the parties have hereunto set their hands effective
as of the date first above written.


                                            METAL MANAGEMENT, INC.


                                            By:    /s/ DAVID A. CARPENTER
                                                  -----------------------------

                                            Name:  David A. Carpenter
                                                  -----------------------------

                                            Title: Executive Vice-President
                                                  -----------------------------


                                                  /s/ MICHAEL W. TRYON
                                            -----------------------------------
                                                      MICHAEL W. TRYON