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                                                                   EXHIBIT 10.1
November 13, 2002

Mr. Alan Ratner
METAL MANAGEMENT - NORTHEAST
P.O. Box 5158
Newark, NJ 07105

Dear Mr. Ratner:

         We are pleased to offer you employment as the President of Metal
Management Northeast (referred to as the "Employee"). This letter is to outline
the material terms of your employment (the Agreement) with Metal Management
Northeast (referred to as the "Company").

    1.  Compensation. Your annual salary ("Salary") will be $275,000.00,
        payable in accordance with the Employer's normal payroll practices
        including annual reviews and compensation adjustment per the companies'
        review procedures. You will be eligible for an annual bonus as agreed
        upon by you and the Company.

    2.  Term of Employment. Subject to the terms and conditions of this
        Agreement, this Agreement shall be effective commencing on the date
        hereof, and shall continue in effect until June 7, 2004 (including any
        Successive Term as defined below), the "Term". Unless either party
        gives written notice of an intention not to renew on or before the date
        which is ninety (90) days before the scheduled expiration date of the
        Term, the Term of this Agreement shall automatically be extended for
        successive one-year terms (each a "Successive Term").

    3.  Benefits. You will be eligible to participate in such retirement and
        profit sharing plans, welfare benefit plans, vacations and fringe
        benefit plans maintained from time to time by the Employee for the
        general benefit of similarly situated salaried employees of the
        Employee upon the terms and conditions contained in such plans. Such
        fringe benefit plan currently includes term life insurance in an amount
        equal to one year's annual base salary up to a maximum of $100,000.
        Additional benefits shall include:

                A Company Automobile
                Three (3) weeks Vacation per year

    4.  Severance. In the event that your employment with the Employer is
        terminated by the Employer other that "For Cause" as defined below, you
        will be entitled, in lieu of any salary or other benefits due
        hereunder, to severance pay by continuing payment of your Salary (as in
        effect on your date of termination) through the Employer's existing
        payroll practices for twelve (12) months following your termination. If
        your employment with the Employer is terminated "For Cause" or



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        due to your voluntary resignation, death or disability, you will not be
        entitled to severance pay or other severance benefits.

    5.  Early Termination of the Agreement.

            a)  By the Employee for Good Reason. The Employee shall have the
                right to terminate this Agreement prior to the expiration of
                the Term for Good Reason. For purposes of this Agreement, "Good
                Reason" shall mean the willful and continued failure by the
                Employer to substantially perform its material obligations
                hereunder after a demand for substantial performance is
                delivered by the Employee to the Employer that specifically
                identifies the manner in which the Employee believes that the
                Employer has not substantially performed its material
                obligations hereunder, and the Employer fails to resume
                substantial performance of its material obligations on a
                continuous basis within fourteen (14) days of receiving such
                demand, provided that if it is not reasonably possible for the
                Employer to resume such substantial performance within such
                fourteen (14) day time period, then such time period shall be
                extended to that minimum period of time during which is
                reasonably possible for the Employer to resume such substantial
                performance.

            b)  By the Employer for Good Cause. The Employer may terminate this
                Agreement prior to the expiration of the Term "For Cause". For
                purposes of this Agreement, "For Cause" shall include, but is
                not limited to, the following circumstance:

                           i.       the Employee knowingly participates or
                                    engages in any act of fraud, embezzlement,
                                    or theft or;
                           ii.      the Employee intentionally damages any
                                    material property of the Employee or acts
                                    in any material manner in direct and open
                                    conflict with the best interests of the
                                    Employee or;
                           iii.     the Employee is convicted of a felony or
                                    any other crime involving an act of
                                    dishonesty or breach of trust or;
                           iv.      the Employee fails to perform the duties
                                    assigned to him within the reasonable
                                    capacity of his abilities to perform such
                                    duties or is negligent in the performance
                                    of such duties and when notified of such
                                    breach which is in his reasonable capacity
                                    to cure, fails to cure such breach within
                                    (14) fourteen days after receiving such
                                    demand or;
                           v.       the Employee materially breaches any of the
                                    provisions of this Agreement or the
                                    Confidentiality and Non-Competition
                                    Agreement executed by the Employee
                                    concurrently herewith, and when notified of
                                    such breach, which is in his reasonable
                                    capacity to cure, fails to cure such breach
                                    within (14) fourteen days after receiving
                                    such demand.


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    6.  Jurisdiction of Disputes; Waiver Jury Trial. In the event any party to
        this Agreement commences any litigation, proceeding or other legal
        action in connection with or relating to this Agreement, the parties to
        this Agreement hereby agree to institute any litigation, proceeding or
        other legal action, and to submit to personal jurisdiction and service
        of process in a court of competent jurisdiction located within the city
        of Newark, State of New Jersey whether a state or federal court. Each
        party hereto waives the right to a trial by jury in any dispute in
        connection with or relating to this Agreement.

    7.  Waiver of Breach. The waiver by a party of any breach of a provision of
        this Agreement by the other party shall not operate or be construed as
        a waiver of any subsequent breach thereby.

    8.  Employee's Sole Remedy. The Employee expressly acknowledges and agrees
        that his or her sole remedy for breach of this Agreement by the
        Employer shall be limited to recovery of Salary, bonus, and benefits.

    9.  Terms Confidentiality. The terms of this Agreement shall remain
        confidential and neither party shall disclose such terms to any third
        party unless required by law or judicial process, or the reporting
        obligations of the Company or its parent under applicable securities
        laws. The foregoing shall not preclude the company or you from
        disclosing the terms of this Agreement to tax and accounting advisers.
        Either party may disclose the terms hereof in the event of a breach by
        the other party.

    10. Confidentiality and Non-Competition Agreement. As part of your
        employment, you will have access to confidential information of the
        Employer. To protect this information, you will be required, as a
        condition of your employment, to sign a Non-Competition and
        Confidentiality Agreement. The Employer's standard agreement is
        attached.

If you agree with the foregoing, please sign, date and return a copy of this
letter and a copy of the attached Confidentiality and Non-Competition Agreement
to me. If you have any questions, please call me. We look forward to working
with you


Sincerely Yours,
FOR: METAL MANAGEMENT, INC.



By: /s/ Albert Cozzi                    /s/ Alan Ratner
   ----------------------------         -------------------------------
    Albert Cozzi                         Alan Ratner
    CEO                                  Employee

         2/12/03
   ----------------------------
   Date


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                 Confidentiality and Non-Competition Agreement

This agreement is made as of this 15th day of November, 2002 by and between
Metal Management, Inc. (the "Employer") and Alan Ratner (the "Employee").

WHEREAS, the Employee is an employee of the Employer.

WHEREAS, during the course of his or her employment with the Employer, the
Employee will have access to confidential and propriety information of the
Employer, the disclosure of which would be materially damaging to the Employer,
and

WHEREAS, as a condition of the Employee's employment with the Employer and the
grant of stock options to such Employee, the Employee is required to enter into
a non-competition agreement with the Employer..

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

1.       Trade Secrets. The Employee acknowledges that the Employee has
         knowledge of and access to information of a confidential or propriety
         nature concerning the business and affairs of the Employer and its
         affiliates, including without limitations, information relating to
         customers, account, 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 the Employer.
         Accordingly, the Employee hereby further covenants and agrees that
         until such Trade Secrets shall become general public knowledge through
         no fault of the Employee, the Employee shall not (a) communicate,
         disclose or divulge to any person, firm or other party, or use,
         directly or indirectly, for his or her 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 the
         Employer or retain, without the prior written consent of the Employer,
         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 termination of the
         Employee's employment with the Employer, the Employee shall deliver to
         the Employer all Trade Secrets and other confidential information then
         in the Employee's possession or under the Employee's control.


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2.       Proprietary Matters. The Employee hereby covenants and agrees that (a)
         so long as the Employee is employed by the Employer and its
         affiliates, the Employee shall keep the Employer 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 the
         Employer, or which relate to the business, operations or activities of
         the Employer or any present or future affiliate of the Employer, and
         (b) during the course of the Employee's employment and thereafter, the
         Employee shall disclose in writing promptly to such persons as the
         Employer may from time to time designate all Proprietary Items that
         relate in any way to the business, operations or activities of the
         Employer and its affiliates, 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. The Employee understands that all Proprietary Items shall
         become and remain the sole property of the Employer, unless expressly
         released in writing by the Employer, and the Employer shall have all
         ownership rights in all the Proprietary Items. The Employee agrees to
         execute appropriate instruments documenting such ownership rights.

3.       Non-Competition. In Addition to any obligation of the Employee under
         any other obligation of the Employee under any other agreement with
         the Employer, in order to assure that the Employer will realize the
         benefits of this Agreement and in consideration of the employment of
         the Employee by the Employer, the Employee agrees that he shall not,
         while he is employed by the Employer or its affiliates and for a
         period of twelve (12) months from the Employee's termination of
         employment.

         (a)      directly or indirectly, 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 within a 250 mile radius of the Statue of Liberty
                  which is directly or indirectly in competition with the
                  Company Business (as defined below), 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 paragraph 3.

         (b)      directly or indirectly (i) induce any person which is a
                  customer of the Employer or any of its affiliates on the date
                  of the Employee's


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                  termination of employment to patronize any business directly
                  or indirectly in competition with the Company Business, (ii)
                  canvass, solicit or accept from any person that is a customer
                  of the Employer or any of its affiliates on the date of the
                  Employee's termination of employment, any such competitive
                  business, or (iii) request or advise any person that is a
                  customer of the Company Business on the date of the
                  Employee's termination of employment to withdraw, curtail, or
                  cancel any such customer's business with the Employer or any
                  of its affiliates, or

         (c)      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 the Employer or any
                  affiliate of the Employer on the date of the Employee's
                  termination of employment or within six months prior to the
                  date of the Employee's termination of employment, or in any
                  manner seek to induce any such person to leave his or her
                  employment.

    For purposes of this Agreement, the term "Company Business" shall mean
    scrap iron or scrap metal recycling and/or processing conducted by the
    Employer or any of its affiliates and any other business that the Employer
    or any of its affiliates may be engaged in at the time of the Employee's
    termination of employment.

    4.  Time Fixed as to Restriction. As used in this Agreement, with respect
        to the Employee's obligations following termination of employment with
        the Employer, the terms "customer, "account", "referral source",
        "employee" and "trade secrets" shall mean only the firm, firms, person,
        persons, employees, trade secrets and propriety items existing as such
        on the termination date of the Employee, or in the case of a customer,
        employee, account or referral source, any classification at any time
        during the twenty four (24) month period immediately preceding the
        Employee's termination of employment. 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 propriety items arising after the
        Employee's termination of employment, 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, the Employer
        shall be entitled to immediate injunctive relief and may obtain a
        temporary order restraining any threatened or further breach. Nothing
        in this Agreement shall be deemed to limit the Employer's remedies at
        law or in


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        equity for any breach by the Employee of any of the provisions of this
        Agreement that may be pursued or availed of by the Employer.

    6.  Time. In the event the Employee shall 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 provisions,
        then in such event, such violation shall toll the running of such time
        period from the date of such violation until such violation shall
        cease.

    7.  Invalidity of Provision. In the event that any term or provision of
        this Agreement, including any provisions of Agreement hereof, shall be
        declared by any court of competent jurisdiction to be unreasonable or
        invalid, any such unreasonable term o provisions shall be modified and
        enforceable to the extent deemed reasonable by such court, and any such
        invalidity shall not affect any other term or provision of this
        Agreement, all of which remaining terms and provisions shall continue
        in force and effect.

    8.  Applicable Law. This Agreement shall be governed by and construed in
        accordance with the internal laws (as opposed to the conflicts of law
        provisions) of the State of New Jersey.

    9.  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 as of the
        date first above written

    FOR:
    METAL MANAGEMENT, INC.



       /s/ Albert Cozzi                     /s/ Alan Ratner
    ------------------------              ---------------------------
       Albert Cozzi                         Alan Ratner
       CEO                                  Employee

         2/12/03
    ------------------------
    Date