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                                                             EXHIBIT 10.3(c)


                        MAGNESIUM CORPORATION OF AMERICA
                               238 NORTH 2200 WEST
                           SALT LAKE CITY, UTAH 84116


                                  June 11, 1996


Mr. Lee R. Brown
c/o Magnesium Corporation of America
238 North 2200 West
Salt Lake City, Utah  84116

Dear Sir:

                  Reference is made to your net worth appreciation 
participation agreement with this Corporation (the "Agreement").

                  This will confirm our agreement with you as follows:

                  1. As you know, our parent company, Renco Metals, 
         Inc. ("Renco Metals") is contemplating a refinancing under which it
         will issue $150,000,000 of Senior Notes due 2003 ("New Notes") and 
         retire its presently outstanding $75,000,000 of Senior Notes due 
         2000 (the "Existing Notes"). On the issuance of the New Notes this 
         company will pay a dividend to Renco Metals. Concurrently with the 
         payment of such dividend this company will make a payment to you on 
         account of the dividend and the Agreement and you will accept same 
         in full settlement of all of your rights arising from the payment 
         of the dividend. In consideration of such payment and your 
         agreement to the amendments to the Agreement as outlined in 
         paragraph 2 below, the Company agrees that although after paying 
         the above mentioned payment "Cumulative Net Income" under the 
         Agreement would be approximately negative $50,000,000, 
         nevertheless, your Cumulative Net Income will be deemed to be zero 
         as of July 31, 1996. Your Cumulative Net Income participation shall 
         be calculated on the company's Cumulative Net Income accruing after 
         that date.
         
                  2. Notwithstanding anything in the Agreement in 
         the contrary, you agree, effective upon your receipt of the 
         payment referred to in paragraph 1 of this letter, as follows:

                           (a) Should you voluntarily leave the employ of 
         this company before the earlier of the 15th anniversary of this 
         agreement or your attainment of age 62, then the payment of 
         the Payment (as defined in the "Agreement") to you shall not 
         commence until such anniversary or your attaining age 62.
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                               Notwithstanding the foregoing, 
         payments shall commence immediately upon your death or upon your 
         continuing disability making it impossible for you to continue to 
         perform your normal business duties.
         
                           (b) You agree that, so long as you are 
         entitled to any part of the Payment, you will not, directly or 
         indirectly, whether as employee, consultant, proprietor, partner, 
         stockholder or other capacity, engage in any aspect of the 
         magnesium business (production, marketing, sales, use) in any part 
         of the world. In this respect, you and we acknowledge that the 
         primary magnesium industry is a worldwide industry, that the 
         participants therein compete against each other in all parts of the 
         world, and that therefore this restriction is reasonable.

                               Should you engage in any activity 
         proscribed by the preceding paragraph then the company's obligation 
         to you to make the Payment (or any unpaid part thereof) shall 
         automatically and permanently cease, and you shall be deemed to 
         have irrevocably released you right to same.
         
                           (c) Should you voluntarily leave the company, you
         shall give 30 days advance written notice, and the amount of your 
         Payment will be calculated as to the close of the fiscal quarter in
         which such 30 day notice period ends.
         
                  4. The parties hereby reaffirm the Agreement as amended 
         hereby.

                  Please confirm your agreement to the foregoing by 
signing and returning the enclosed copy.

                                            Very truly yours, 

                                            MAGNESIUM CORPORATION 
                                              OF AMERICA

                                            By /s/ Michael H. Legge
                                               -----------------------

CONFIRMED AND AGREED TO:


   /s/ Lee R. Brown
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     Lee R. Brown