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                                                                    EXHIBIT 10.6


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the ____ day of June, 1998 (the "Effective Date") by and between Naporano Iron &
Metal Co., a New Jersey corporation and Nimco Shredding Co., a New Jersey
corporation (collectively, the "Employer"), Metal Management, Inc., a Delaware
corporation ("MTLM") and Joseph F. Naporano (the "Employee").

                                    RECITALS

         WHEREAS, the Employer, together with Nimco Shredding Co. ("Nimco"),
carries on a business relating to the purchase of prepared and unprepared
metallic scrap, the processing of such scrap into forms suitable for consumption
and the transport, handling and brokerage of such material (the "Business");

         WHEREAS, pursuant to the Stock Purchase Agreement by and among MTLM and
the shareholders (including the Employee) of the Employer and Nimco dated May
25, 1998 (the "Stock Purchase Agreement), MTLM purchased all of the stock of the
Employer and Nimco;

         WHEREAS, upon consummation of the transactions contemplated by the
Stock Purchase Agreement, the Employer will be a wholly owned subsidiary of
MTLM; and

         WHEREAS, the Employer desires that the Employee continue to be employed
as a senior executive of the Employer, and the Employee has agreed to continue
his employment with the Employer, subject to and upon the terms and conditions
set forth below;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and provisions hereinafter set forth, the Employer and the Employee
agree as follows:

1.       EMPLOYMENT.

         1.1.     NATURE OF EMPLOYMENT. The Employer hereby agrees to continue
                  to employ the Employee and the Employee hereby agrees to
                  continue to be employed by the Employer, subject to and upon
                  the terms and conditions hereinafter set forth.

         1.2.     EMPLOYMENT TERM.  Subject to the terms and conditions of this
                  Agreement, the "Initial Employment Term" of this Agreement 
                  shall commence on the Effective Date and shall continue until
                  the first anniversary thereof.  The "Continuing


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                  Employment Term" shall be the period commencing on the first
                  anniversary of the Effective Date and ending on the third
                  anniversary thereof. The Initial Employment Term and the
                  Continuing Employment Term are referred to herein collectively
                  as the "Employment Period".

2.       DUTIES AND RESPONSIBILITIES OF THE EMPLOYEE.

         2.1.     DUTIES AND RESPONSIBILITIES. During the Initial
                  Employment Term, while he is employed by the Employer, the
                  Employee shall serve as the President and Chief Executive
                  Officer of the Employer and shall faithfully and diligently
                  render such services and perform such related duties and
                  responsibilities as are customarily performed by a person
                  holding such position(s) including the management of the day
                  to day operations of Employer and as otherwise may from time
                  to time be reasonably assigned to him consistent therewith by
                  the Board of Directors of the Employer. Such duties and
                  responsibilities shall include providing strategic advice and
                  counsel to the Employer and its Affiliates relating to the
                  operations of the Business and the acquisitions of related
                  business in the United States. The Employee shall not be
                  authorized to enter into any agreement or contract on behalf
                  of the Employer, or to commit the Employer to any obligation,
                  other than in the normal, usual and ordinary course of the
                  Employer's business, and consistent with past practice,
                  without the prior approval of MTLM's President and Chief
                  Operating Officer. During the Continuing Employment Term,
                  while he is employed by the Employer, Employee shall provide
                  advice and counsel regarding strategic planning and the
                  acquisition of related businesses for the Employer and its
                  Affiliates and perform such services for the Employer as the
                  Employer may reasonably request from time to time consistent
                  with the foregoing.

         2.2.     EFFORTS OF THE EMPLOYEE. During the Initial Employment
                  Term, while he is employed by the Employer, the Employee shall
                  devote his full business time and efforts during the Initial
                  Employment Term, one-half of his business time and efforts
                  during the first year of the Continuing Employment Term and
                  twenty-five percent of his business time and efforts during
                  the last year of the Continuing Employment Term to the
                  performance of his duties and responsibilities hereunder and
                  to the promotion and development of the business of the
                  Employer, including without limitation, the development and
                  enhancement of new and existing sources of materials for the
                  Employer. The Employee shall exert his best efforts to
                  preserving existing beneficial relationships with customers,
                  suppliers, prospective accounts, referral sources, employees
                  and others having business dealings with the Employer. During
                  the Continuing Employment Term, while he is employed by the
                  Employer, the Employee shall devote his efforts to the
                  performance of his duties and responsibilities hereunder as
                  are necessary to carry out his duties hereunder, subject to
                  the provisions of Section 2.1 and the first sentence of this


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                  Section 2.2. Nothing in this Section 2.2 shall prohibit
                  Employee from participating in the activities of NAP Realty or
                  Janx Partners, L.P.

3.       COMPENSATION.

         3.1.     SALARY. During the Employment Period, while he is employed by
                  the Employer, the Employer shall pay to the Employee:

                  (A)      for the Initial Employment Term, an annual salary
                           ("Salary-I") at the rate of two hundred and fifty
                           thousand dollars ($250,000), payable in accordance
                           with the Employer's normal payroll practices;

                  (B)      for the first year of the Continuing Employment Term,
                           an aggregate salary ("Salary-II") equal to one
                           hundred and twenty five-thousand dollars ($125,000),
                           payable in substantially equal semi-monthly
                           installments during the first year of the Continuing
                           Employment Term; and

                  (C)      for the last year of the Continuing Employment Term,
                           an aggregate salary ("Salary III") equal to sixty-two
                           thousand five hundred dollars ($62,500) payable in
                           substantially equal semi-monthly installments for the
                           last year of the Continuing Employment Term.

         3.2.     BENEFIT PLANS. During the Employment Period, while he is
                  employed by the Employer, the Employee shall be eligible to
                  participate in all such retirement and profit sharing plans,
                  welfare benefit plans and fringe benefit plans, policies and
                  programs maintained from time to time by the Employer for the
                  general benefit of other senior management employees of the
                  Employer upon the terms and conditions contained in such
                  plans.

         3.3.     VACATIONS. During the Employment Period, while he is employed
                  by the Employer, the Employee shall be entitled to a minimum
                  of three (3) weeks paid vacation per year or such other amount
                  determined under the vacation plan of the Employer. Employee
                  may take vacation at such times as Employee may elect given
                  the requirements of his responsibilities.

         3.4.     REIMBURSEMENT OF EXPENSES. During the Employment Period, while
                  he is employed by the Employer, the Employee shall be entitled
                  to be reimbursed for all reasonable, documented, lawful
                  expenses incurred by him in the performance of his duties
                  hereunder, including expenses for entertainment, travel and
                  similar items, within a reasonable time following the
                  presentation by the Employee of appropriate invoices to the
                  Employer in accordance with the Employer's normal practices
                  with respect to expense reimbursements.



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         3.5.     BONUSES. In addition to Salary, during the Initial Employment
                  Term, the Employee shall be entitled to such quarterly,
                  semi-annual or annual bonuses as MTLM's President and Chief
                  Operating Officer shall determine in his sole discretion.

         3.6.     LIFE & DISABILITY INSURANCE. During the Employment Period,
                  while he is employed by the Employer, the Employer shall
                  provide to the Employee an amount determined from time to time
                  by the Employer to pay premiums for a life & disability
                  insurance policy selected by the Employer for the Employee.
                  Proof of insurance statements must be submitted to the
                  Employer for verification before payment is made.

         3.7.     SEVERANCE FOR TERMINATION DURING INITIAL TERM. In the
                  event that, during the Initial Employment Term, this Agreement
                  is terminated by the Employer other than For Cause (as defined
                  in Section 4.1 below) or is terminated by the Employee for
                  Good Reason (as defined in Section 4.3 below), then the
                  Employee shall be entitled to severance by continuing payment
                  of his Salary-I (as in effect on the date of termination)
                  through the Employer's existing payroll practices for the
                  following twenty-four (24) month period. No severance shall be
                  paid in accordance with this Section 3.8 in the event that (or
                  for periods after):

                  (A)      the Initial Employment Term expires on the first 
                           anniversary of the Effective Date;

                  (B)      this Agreement is terminated for any reason after the
                           Initial Employment Term except as provided in Section
                           3.8;

                  (C)      this Agreement is terminated by the Employer For 
                           Cause;

                  (D)      this Agreement is terminated by the death or
                           Permanent Disability of the Employee (as defined in
                           Section 4.2 below);

                  (E)      this Agreement is terminated by the Employee during
                           the Initial Employment Term other than for Good
                           Reason; or

                  (F)      the Employee violates the terms of Section 5 below.

         3.8.     SEVERANCE FOR TERMINATION DURING CONTINUING EMPLOYMENT TERM.
                  In the event that, during the Continuing Employment Term, this
                  Agreement is terminated by the Employer other than For Cause
                  or is terminated by the Employee for Good Reason, then the
                  Employee shall be entitled to payment of the Salary-II and/or
                  Salary-III to which he would have been entitled for the
                  remainder of the Continuing Employment Term. The Salary-II
                  and/or Salary-III shall continue to be paid in accordance with
                  paragraph 3.1(B). No severance


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                  shall be payable in accordance with this Section 3.8 in the
                  event that (or for periods after):

                  (A)      the Continuing Employment Term expires on the third 
                           anniversary of the Effective Date;

                  (B)      severance is payable under Section 3.7;

                  (C)      this Agreement is terminated by the Employer For 
                           Cause;

                  (D)      this Agreement is terminated by the death or
                           Permanent Disability of the Employee;

                  (E)      this Agreement is terminated by the Employee other
                           than for Good Reason; or

                  (F)      the Employee violates the terms of Section 5 below.

         3.9.     NEW COMPENSATION AND BENEFITS PACKAGE. The Employee
                  acknowledges: (a) that MTLM is currently reviewing its
                  employee compensation and benefits packages at MTLM corporate
                  headquarters and each of its subsidiaries, including the
                  Employer; (b) that such review is being conducted by the
                  Executive Committee of MTLM with the advice of MTLM's Office
                  of the President and an outside consultant; (c) that such
                  review is expected to conclude during 1998; (d) that such
                  review is likely to result in the implementation by MTLM of
                  various plans, programs and decisions regarding employee
                  salaries, bonuses, stock options, benefits and/or other
                  incentives at MTLM corporate headquarters and at each of its
                  subsidiaries, including the Employer; and (e) that such plans,
                  programs and decisions will likely change, modify, adjust,
                  substitute, increase and/or decrease the Employee's
                  compensation and benefits package under this Agreement, all in
                  MTLM's and the Employer's discretion, provided that it is the
                  intention of MTLM and the Employer that until such review is
                  completed, the Employee's compensation and benefits package
                  shall remain, in all material respects, the same as that
                  provided to the Employee by the Employer immediately preceding
                  the execution of this Agreement, and provided further,
                  however, that nothing contained in this Section 3.8 shall
                  permit MTLM or the Employer to reduce either (A) the
                  Employee's Salary-I as provided in paragraph 3.1(A) hereof, or
                  (B) the Employee's severance as provided in Section 3.6 or 3.7
                  hereof, as applicable.



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4.       EARLY TERMINATION.

         4.1.     "FOR CAUSE". The Employer may terminate this Agreement
                  prior to the expiration of the Employment Period "For Cause".
                  For purposes of this Agreement, "For Cause" shall mean:

                  (A)      final and non-appealable conviction of the Employee 
                           for a felony;

                  (B)      final and non-appealable conviction of the Employee
                           for misappropriation by the Employee of funds or
                           property of the Employer or the commission of other
                           acts of dishonesty;

                  (C)      willful breach or material neglect by the Employee of
                           any of his material duties hereunder which continues
                           unabated or uncured to the reasonable satisfaction of
                           the Employer after expiration of 10 days following
                           receipt of written notice by Employee from the
                           Employer; or

                  (D)      conduct on the part of the Employee which is
                           materially adverse to any known interest of the
                           Employer that continues unabated, or uncured to the
                           reasonable satisfaction of the Employer, after the
                           expiration of 10 days following receipt of written
                           notice by the Employee from the Employer.

                  Any termination by reason of the foregoing shall not limit or
                  preclude any other right or remedy the Employer may have under
                  this Agreement or otherwise. In the event of termination of
                  this Agreement by the Employer pursuant to this Section 4.1,
                  the Employee shall be entitled to no Salary-I, Salary-II or
                  Salary-III additional compensation or other benefits under
                  this Agreement for periods thereafter.

         4.2.     DEATH OR DISABILITY. In the event of the Employee's death
                  or Permanent Disability (as hereinafter defined) occurring
                  during the Employment Period, this Agreement shall be deemed
                  terminated as of such date and the Employee or his estate, as
                  the case may be, shall be entitled to no Salary-I, Salary-II,
                  Salary-III, other compensation or other privileges or benefits
                  hereunder for periods thereafter. The Employee shall be deemed
                  to have incurred a "Permanent Disability" after one hundred
                  and eighty (180) days in the aggregate or after one hundred
                  and twenty (120) consecutive days, in either case occurring in
                  any consecutive twelve (12) month period, during which one
                  hundred and eighty (180) or one hundred and twenty (120) days,
                  as the case may be, the Employee, by reason of his physical or
                  mental disability or illness, shall have been unable to
                  discharge fully his duties under this Agreement. In the event
                  the Employee suffers a physical or mental disability which
                  results in his being unable to discharge fully his duties
                  under this Agreement, but such disability is not of a duration
                  sufficient to be considered a Permanent Disability, any
                  obligation of the



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                  Employer to make payments to the Employee pursuant to this
                  Agreement shall be offset by the amount of any payments that
                  the Employee receives pursuant to any short-term disability
                  plan of the Employer, including, but not limited to, any
                  payments received under a disability policy.

         4.3.     TERMINATION FOR GOOD REASON. The Employee shall have the
                  right to terminate this Agreement prior to the expiration of
                  the Employment Period 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
                  it is reasonably possible for the Employer to resume such
                  substantial performance. Good reason shall also include the
                  Employer's requirement that he move his personal residence or
                  perform his principal executive functions outside the
                  metropolitan area of New York, New York or Newark, New Jersey.

5.       NON-COMPETITION AND TRADE SECRETS.

         5.1.     NON-COMPETITION. The Employee hereby covenants and agrees
                  that, during while he is employed by the Employer pursuant to
                  this Agreement and during a period of thirty six (36) months
                  following the date on which his employment terminates for any
                  reason (the "Covenant Period"), the Employee shall not,
                  directly or indirectly: (a) alone, together or in association
                  with others, either as a principal, agent, owner, shareholder,
                  officer, director, partner, employee, lender, 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 the Business or
                  any new businesses or lines of business which the Employer,
                  MTLM or any affiliate of MTLM may enter into prior to the date
                  on which the Employee's employment terminates hereunder, in
                  any State in which the Employer or its affiliates now or
                  hereafter owns a scrap metal yard or scrap metal processing
                  facility on the date on which his employment terminates or
                  such other business as may be permitted by the Employer in
                  writing; (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 the
                  Employer, or offer to provide, sell or lease to any such
                  customer, referral source or account of the Employer, at any
                  location, goods or services of the type provided by the
                  Employer during the period that the Employee was employed by
                  the Employer,



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                  except on behalf of the Employer as an employee thereof; or
                  (c) solicit, induce, influence or attempt to solicit, induce
                  or influence any present employee or agent of the Employer to
                  leave his employment or engagement with the Employer; or offer
                  employment or engagement to or employ or engage any such
                  employee of the Employer, or assist or attempt to assist any
                  such employee of the Employer in seeking other employment. The
                  Employee hereby acknowledges that the nature of the Employer's
                  business is such that it may become engaged in such business
                  in metropolitan areas throughout the United States. The
                  restrictions imposed by paragraph 5.1(a) hereof shall not
                  apply to the ownership of one percent (1%) or less of all of
                  the outstanding securities of any entity whose securities are
                  listed on a national securities exchange.

         5.2.     TRADE SECRETS. The Employee acknowledges that he has
                  knowledge of and access to information of a confidential or
                  proprietary nature concerning the business and affairs of the
                  Employer 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 the Employer.
                  Accordingly, the Employee hereby further covenants and agrees
                  that, during the Covenant Period and thereafter 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 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.

         5.3.     PROPRIETARY MATTERS. The Employee hereby covenants and agrees
                  that: (a) so long as the Employee is employed by the Employer,
                  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



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                  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, 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 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.

         5.4.     TIME FIXED AS TO RESTRICTION. As used in Sections 5.1,
                  5.2 and 5.3 with respect to the Employee's obligations
                  following termination of employment with the Employer, the
                  terms "customer", "account", "referral source", "employee",
                  "trade secrets", and "proprietary item" shall 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 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 proprietary items arising after the
                  Employee's termination of employment unless otherwise included
                  under the 24-month provision previously stated.

         5.5.     REMEDIES. The Employee expressly agrees and understands
                  that the remedy at law for any breach by him of this Section 5
                  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 Section 5, the Employer shall be
                  entitled to immediate injunctive relief and may obtain a
                  temporary order restraining any threatened or further breach.
                  Nothing in this Section 5 shall be deemed to limit the
                  Employer's remedies at law or in equity for any breach by the
                  Employee of any of the provisions of this Section 5 which may
                  be pursued or availed of by the Employer.

         5.6.     TIME. In the event the Employee shall violate any legally
                  enforceable provision of this Section 5 as to which there is a
                  specific time period during which he is prohibited from taking
                  certain actions or from engaging in certain activities, as set
                  forth in such provision, 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.




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         5.7.     ACKNOWLEDGMENT. The Employee has carefully considered the
                  nature and extent of the restrictions upon him and the rights
                  and remedies of the Employer under this Section 5 and hereby
                  acknowledges and agrees that the same (a) are reasonable in
                  time and territory, (b) are designed to eliminate competition
                  which otherwise would be unfair to the Employer, (c) are not
                  to 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 the Employer and (f) do not confer a benefit upon
                  the Employer disproportionate to the detriment to the
                  Employee. The Employee further recognizes the benefits he is
                  receiving including (1) employment rights under this
                  Agreement, and (2) severance in certain circumstances, all as
                  significant consideration for agreeing to and accepting the
                  terms, conditions, and restrictions outlined in this
                  Agreement.

         5.8.     AFFILIATES. For purposes of the restrictions contained in this
                  Section 5, all references to the Employer shall include the
                  Employer, MTLM and all other organizations or entities that
                  are more than 50% owned, directly or indirectly, by any of
                  such corporations.

6.       GENERAL PROVISIONS.

         6.1.     GUARANTY BY MTLM. To the extent that the Employer fails, for
                  any reason, to make any payment required to be made to the
                  Employee or perform any obligations then due pursuant to the
                  terms of this Agreement, MTLM shall have full responsibility
                  and liability for such payment as though MTLM were substituted
                  for the Employer hereunder.

         6.2.     INVALIDITY OF PROVISIONS. In the event that any term or
                  provision of this Agreement, including any provision of
                  Section 5 hereof, shall be declared by any court of competent
                  jurisdiction to be unreasonable or invalid, any such
                  unreasonable term or 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 full force and effect.

         6.3.     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 York.

         6.4.     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, or any matters described or contemplated herein,
                  with respect to any of the matters described or contemplated
                  herein or therein, the parties to this Agreement hereby (a)
                  agree under all circumstances absolutely and irrevocably to
                  institute any litigation,



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                  proceeding or other legal action in a court of competent
                  jurisdiction located within the Borough of Manhattan, City of
                  New York, State of New York, whether a state or federal court;
                  (b) agree that in the event of any such litigation, proceeding
                  or action, such parties will consent and submit to personal
                  jurisdiction in any such court described in clause (a) and to
                  service of process upon them in accordance with the rules and
                  statutes governing service of process (it being understood
                  that nothing in this Section 6.4 shall be deemed to prevent
                  any party from seeking to remove any action to a federal court
                  in Borough of Manhattan, City of New York, State of New York;
                  (c) agree to waive to the fullest extent permitted by law any
                  objection that they may now or hereafter have to the venue of
                  any such litigation, proceeding or action in any such court or
                  that any such litigation, proceeding or action was brought in
                  an inconvenient forum; (d) agree to service of process in any
                  legal proceeding by mailing of copies thereof to such party at
                  its address set forth in Section 6.7 for communications to
                  such party; (e) agree that any service made as provided herein
                  shall be effective and binding service in every respect; and
                  (f) agree that nothing herein shall affect the rights of any
                  party to effect service of process in any other manner
                  permitted by Law. EACH PARTY HERETO WAIVES THE RIGHT TO A
                  TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO
                  THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED
                  OR CONTEMPLATED HEREIN OR THEREIN, AND AGREES TO TAKE ANY AND
                  ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

         6.5.     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.

         6.6.     SOLE REMEDY. The Employee expressly acknowledges and agrees
                  that his sole remedy for breach of this Agreement by the
                  Employer shall be limited to recovery of the Salary-I,
                  Salary-II, Salary III bonus and benefits set forth in Section
                  3 of this Agreement as provided in Sections 3.7 and 3.8.

         6.7.     NOTICE. Any notice or other communication required or
                  permitted to be given to a party pursuant to this Agreement
                  shall be in writing and shall be determined to have been duly
                  given when delivered personally or sent by Unites States
                  certified or registered mail, return receipt requested,
                  postage prepaid, as follows:




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                  As to the Employer and MTLM:

                                     Metal Management, Inc.
                                     c/o Gerard M. Jacobs
                                     Chief Executive Officer and General Counsel
                                     500 N. Dearborn St., Suite 405
                                     Chicago IL 60610

                  As to the Employee:
                                    
                                     c/o JANX Partners, L.P.
                                     One Gateway Center
                                     7-45 Raymond Boulevard, 9th Floor
                                     Newark, New Jersey 07102

                  Either party may change his or its address for the purpose of
                  this Section 6.7 by written notice given in the manner herein
                  provided. In the event of notice by certified or registered
                  mail, such notice shall be effective upon receipt or refusal
                  to receive.

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

         6.9.     BENEFITS OF PARTIES. This Agreement shall be binding upon and
                  inure to the benefit of the parties and their respective
                  heirs, personal representatives, successors and assigns;
                  provided that this Agreement is personal to the Employer and
                  the Employee, and neither party may assign its or his rights
                  or delegate its or his obligations hereunder without the prior
                  written consent of the other party hereunder.

         6.10.    PRIOR AGREEMENTS. This Agreement supersedes all prior
                  agreements, whether in writing or oral, relating to the
                  subject matter of this Agreement.




                                      -12-

<PAGE>   13



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


                                   NAPORANO IRON & METAL CO.

                                   By: /s/ David A. Carpenter          
                                       ----------------------------------- 
                                   Name:  David A. Carpenter
                                   Title:    Vice President

                                   NIMCO SHREDDING CO.


                                   By: /s/ David A. Carpenter           
                                       ----------------------------------- 
                                   Name: David A. Carpenter
                                   Title:   Vice President



                                   METAL MANAGEMENT, INC.


                                   By: /s/ David A. Carpenter           
                                       ----------------------------------- 
                                   Name:   David A. Carpenter
                                   Title:     Vice President



                                   /s/ Joseph F. Naporano
                                   ----------------------------------- 
                                   JOSEPH F. NAPORANO



                                      -13-