AMERICAN METALS SERVICE, INC.
                                 376 Main Street
                          Bedminster, New Jersey 07921
                                 (908) 234-0078


                                                   May 17, 1999


Mr. Thomas K. Van Herwarde
P.O. Box 441
4 Keystone Court #4
Vernon, New Jersey 07462

Re:  Terms of Employment


Dear Tom:

         This  Letter  (this   "Letter"),   when   countersigned   by  you  (the
"Employee"),  will constitute our agreement with respect to your employment with
American Metals Service, Inc., a Florida corporation (the "Company").

         1. Term.  The initial term of  employment  hereunder  (the "Term") will
         commence  on  the  date  hereof  and  will  continue  until  the  first
         anniversary thereof,  unless sooner terminated as hereinafter provided.
         On  the  expiration  of  such  one-year   period  and  on  each  yearly
         anniversary thereafter, this Agreement shall automatically renew for an
         additional  one-year period,  unless the Company or the Employee notify
         the other  party in writing of its or his  intention  not to renew this
         Agreement at least thirty (30) days prior to the expiration of the then
         current Term or unless sooner terminated as hereinafter provided.

         2. Duties and Extent of Services.  During the Term,  the Employee  will
         serve as President and Director of the Company. The Employee will be in
         charge of and  responsible  for all of the duties  associated with said
         position  and will  perform such other  services  consistent  with such
         position  as may  from  time  to  time be  reasonably  assigned  to the
         Employee by the Board of Directors  and/or the officers of the Company.
         The Employee will devote substantially all of his business time, energy
         and skill to such employment and to promoting the best interests of the
         Company.

         3.  Compensation.  The Company will pay and the  Employee  shall accept
         from the Company,  base  compensation at the rate of $90,000 per annum,
         payable in accordance with the Company's customary payroll policy as in
         effect from time to time (such salary,  as in effect from time to time,
         the "Base  Salary").  The  Company  may  withhold  such  amounts as are
         necessary to comply with federal, state and local withholding laws.

         4.  Expenses.  During the Term,  the Company shall pay or reimburse the
         Employee for all reasonable and itemized  business expenses incurred by
         the  Employee  while  conducting  or  furthering  the  business  of the
         Company.  The Employee shall keep appropriate  records of such expenses
         and submit  receipts or other  evidence  relating to them in accordance
         with Company policy.  Reimbursement  for such expenses shall be subject
         to such  regulations  and  procedures  as the Company may  designate by
         notice to the Employee.

<PAGE>
         5. Benefits.  The Employee will be entitled to participate in all group
         plans or  programs,  and to receive all benefits  and  perquisites  for
         which  employees of the Company are eligible  under any benefit  plans,
         now or  hereafter  established  by the  Company and  maintained  by the
         Company, to the extent permissible under the general provisions of such
         plans or programs.

         6. Vacation.  The Employee will be entitled to two weeks of annual paid
         vacation. The time at which the Employee will be absent from the office
         shall be at the  Employee's  sole  discretion,  provided  such  time is
         compatible with the vacation and work schedule of other employees.

         7.  Termination.  (a) If,  during the Term,  the  Employee is unable to
         perform the duties  required of him  pursuant to this Letter due to any
         physical  or mental  disability  for a period  of six  months in any 12
         consecutive  months,  the Company shall have the right to terminate the
         Employee  by giving him not less than  thirty  (30) days prior  written
         notice, at the end of which time, if such disability has continued, the
         Employee shall be terminated.  The Employee shall retain his status and
         shall continue to receive full compensation hereunder during the period
         prior to any termination  because of such  disability.  As used herein,
         the term  "disability"  shall mean the  inability  of the  Employee  to
         perform his duties hereunder by reason of a non-self  inflicted medical
         disability,  including  mental or physical  illness,  as certified by a
         physician  or  specialist  appointed  by the Company in its  reasonable
         judgment.

               7.   (b) The  Company  shall  have  the  right to  terminate  the
                    Employee  for  "Cause".  For  purposes  of  this  Agreement,
                    "Cause"  shall  mean  (i)  the  Employee's   gross  neglect,
                    incompetence or willful misconduct in the performance of his
                    duties for the Company, (ii) conviction of or plea of guilty
                    (without  any right of  appeal) to any  felony  involving  a
                    business   crime   (e.g.,   embezzlement),   and  (iii)  the
                    Employee's material breach of any provision of this Letter.

         8. Employment  Inducement.  The Employee shall not, during the Term and
         for a  period  of one  year  thereafter,  in any  manner,  directly  or
         indirectly,  induce or  attempt  to  influence  any  present  or future
         employee of the Company or any entity that controls,  is controlled by,
         or is under common control with the Company (an  "Affiliate")  to leave
         the employ of the Company or such Affiliate.


         9. Confidentiality. The Employee's duties will give the Employee access
         to trade secrets and other  confidential or proprietary  information of
         the  Company of a special  and unique  nature and value to the  Company
         including,  but not  limited to, the nature and  material  terms of the
         Company's  Websites,   financial  records  of  the  Company  and  other
         information relating to the Company's present or future operations (all
         of the foregoing, whether or not it qualifies as a "trade secret" under
         applicable law, is collectively called "Confidential Information"). The
         Employee recognizes that the Confidential Information is proprietary to
         the Company,  and gives it a significant  competitive  advantage in its
         industry.  Accordingly,  the Employee  shall not use or disclose any of
         the  Confidential  Information  during or after the Employment  Period,
         except  for  the  sole  and  exclusive  benefit  of the  Company.  Upon
         termination,  the  Employee  shall return to the  Company's  office all
         documents  and  other   tangible   embodiments   of  any   Confidential
         Information.  The Employee agrees that the Company would be irreparably
         injured by any breach of this  paragraph  9, that such injury would not
         be adequately compensable by monetary damages, and that accordingly the
         Company may  specifically  enforce the  provisions of this paragraph by
         injunction,  without  affecting any claim for damages.  Notwithstanding
         anything in this paragraph 9 to the contrary,  Confidential Information
         shall not include any information that (i) at the time of disclosure is

<PAGE>
         generally  available to and known by the public (other than as a result
         of a  disclosure  made  directly or  indirectly  in  violation  of this
         paragraph 9), (ii) becomes publicly available in the future (other than
         as a result of a disclosure made directly or indirectly in violation of
         this   paragraph   9),  (iii)  was  available  to  the  Employee  on  a
         nonconfidential  basis from a source  other than the Company  (provided
         that  such   source  is  not  or  was  not   bound  to   maintain   the
         confidentiality  of  such  information)  (iv)  has  been  independently
         acquired or  developed  by the Employee  without  violating  any of its
         obligations  under this paragraph 9 or (v) the Employee becomes legally
         compelled  (by   deposition,   interrogatory,   request  of  documents,
         subpoena,  covil investigative  demand or similar process) to disclose.
         (For purposes of this paragraph 9, the "Company" shall mean the Company
         and/or its Affiliates.

         10.  Assignability  and Binding Effect.  This Letter shall inure to the
         benefit of and shall be binding upon the Company and its successors and
         permitted  assigns and the  Employee  and his heirs,  executors,  legal
         representatives,  successors. The Company may assign this Letter or any
         of its rights  hereunder to any Affiliate of the Company.  The Employee
         may not assign, transfer,  pledge,  encumber,  hypothecate or otherwise
         dispose of this Letter or any of his rights hereunder and any attempted
         assignment,  transfer,  pledge,  encumbrance,  hypothecation  or  other
         disposition shall be null and void and without effect.

         11.  Notices.  All  communications  required or  permitted  to be given
         hereunder  shall be in  writing  and  shall be deemed to have been duly
         given if (i) delivered personally with receipt acknowledged,  (ii) sent
         by registered or certified mail, return receipt requested or (iii) sent
         by overnight  courier for next Business Day delivery,  addressed to the
         parties at the  addresses set forth on the first page hereof or to such
         other addresses as any party shall hereafter  specify by  communication
         to the other parties in the manner provided herein. Notice of change of
         address shall be deemed given when actually received or upon refusal to
         accept delivery thereof;  all other  communications  shall be deemed to
         have been given, received and dated on the earlier of (w) when actually
         received or upon refusal to accept  delivery  thereof,  (x) on the date
         when  delivered  personally,  (y) one  Business Day after being sent by
         overnight  courier  and  (z)  four  Business  Days  after  mailing,  as
         aforesaid.

         12.  Governing  Law.  This Letter shall be governed  by, and  construed
         under and in accordance with, the laws of the State of New York without
         giving effect to the conflict of laws principles thereof.

         Please  indicate  your  agreement  to  the  foregoing  by  signing  and
returning the enclosed copy of this Letter.


                                              AMERICAN METALS SERVICE, INC.



                                             By: /s/ John W. Galuchie, Jr.
                                                 ------------------------------
                                                 John W. Galuchie, Jr.
                                                 Vice President


         Agreed to and Accepted:


         /s/ Thomas K. Van Herwarde
         ----------------------------------
         Thomas K. Van Herwarde