for

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                                                                  EXHIBIT 10.21





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                           STOCKHOLDERS' AGREEMENT


                                     for


                            METAL MANAGEMENT, INC


                           Dated: December 1, 1997

                                          
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                              TABLE OF CONTENTS


                                                               
ARTICLE  I                                                              
  CORPORATE STRUCTURE AND OPERATION.............................  1     
  1.1    Board of Directors.....................................  1     
         (a)  Board Size........................................  1
         (b)  Election of Directors.............................  1
         (c)  Removal...........................................  2
         (d)  Vacancies.........................................  2
         (e)  Selection of Nominees.............................  2
  1.2    Management Provisions..................................  2
  1.3    Committees.............................................  4
  1.4    Election of Officers...................................  4
  1.5    Agreement to Vote Shares...............................  4
                        
ARTICLE  II
  RESTRICTIONS UPON AND OBLIGATIONS WITH RESPECT TO                
  DISPOSITION OF SHARES.........................................  5
  2.1    Certain Definitions....................................  5
  2.2    General Restriction....................................  5
  2.3    First Refusal Options..................................  5
         (a)  Receipt of Offer .................................  5
         (b)  Order of First Refusal Options....................  6
         (c)  Place of Closing..................................  7
         (d)  Date of Closing...................................  7
         (e)  Deliveries at Closing.............................  7
         (f)  Right to Accept...................................  8
  2.4    Tag Along Rights.......................................  8
  2.5    Effect of Giving of Notice.............................  8
  2.6    Restrictive Legend on Securities.......................  9
  2.7    Permitted Transfers....................................  9
  2.8    Requirements for Transfer.............................. 10
  2.9    Rights and Obligations of Transferor................... 10
                        
ARTICLE  III
  GENERAL PROVISIONS...........................................  10
  3.1    Term of This Agreement................................. 11
  3.2    Remedies............................................... 11
  3.3    Notices................................................ 11
  3.4    Legal Fees............................................. 13
  3.5    Successors and Assigns................................. 13
  3.6    Governing Law.......................................... 13
  3.7    Further Assurances..................................... 13
  3.8    Counterparts........................................... 13
  3.9    Headings............................................... 13
  3.10   Entire Agreement....................................... 13
  3.11   Severability........................................... 13
  3.12   Waivers................................................ 13
                


 
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  3.13   Gender References...................................... 14

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                            STOCKHOLDERS' AGREEMENT


     THIS STOCKHOLDERS' AGREEMENT ("AGREEMENT"), made and entered into as of
the 1st day of December, 1997, by and among T. Xxxxxxxx Xxxxxxxx ("TBJ"),
Xxxxxx X. Xxxxxx ("GMJ"), Xxxxxx X. Xxxxx ("AAC"), Xxxxx X. Xxxxx ("FJC") and
Xxxxxxx X. Xxxxx ("GPC") (each a "STOCKHOLDER" and collectively the
"STOCKHOLDERS") and Metal Management, Inc., a Delaware corporation (the
"CORPORATION").

                                R E C I T A L S

     A. Pursuant to that certain Agreement and Plan of Merger dated May 16,
1997 (the "MERGER AGREEMENT") among the Corporation, CIM Acquisition, Co.,
Xxxxx Iron & Metal, Inc., AAC, FJC and GPC (AAC, FJC and GPC being sometimes
hereinafter referred to collectively as the "XXXXX STOCKHOLDERS"), the Xxxxx
Stockholders will receive 11,404,748 shares of common stock, $.01 par value per
share, of the Corporation (the "COMMON STOCK").

     B. TBJ and GMJ (the "JJ STOCKHOLDERS") currently own an aggregate of
1,020,000 shares of the Common Stock of the Corporation.

     C. The Stockholders desire to provide for the manner in which they will
vote their shares of Common Stock as to the management of the Corporation and
for the imposition of certain restrictions upon the disposition of shares of
Common Stock of the Corporation held by the Stockholders;

     NOW, THEREFORE, in consideration of the mutual covenants and provisions
herein set forth, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED as
follows:

                                   ARTICLE  I

                       CORPORATE STRUCTURE AND OPERATION

      1.1 BOARD OF DIRECTORS.

           (a) BOARD SIZE.  The Board of Directors of the Corporation shall at
      all times consist of an even number of directors, which shall be not less
      than eight (8) nor more than sixteen (16).

           (b) ELECTION OF DIRECTORS.  At all meetings (and written actions in
      lieu of meetings) of stockholders of the Corporation at which directors
      are to be elected, each Stockholder shall vote all of such Stockholder's
      shares of Common Stock to elect as directors of the Corporation the
      persons nominated in accordance with the following provisions:

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                 (i) The JJ Stockholders shall have the right to nominate that
            number of persons (each, a "JJ DIRECTOR") constituting one-half of
            the total number of directors of the Corporation; provided, that
            one of such nominees shall be an Independent Director (as defined
            below), who shall be reasonably acceptable to the Xxxxx 
            Stockholders; and

                 (ii) The Xxxxx Stockholders shall have the right to nominate
            that number of persons (each, a "XXXXX DIRECTOR") constituting
            one-half of the total number of directors of the Corporation;
            provided, that one of such nominees shall be an Independent
            Director (as defined below), who shall be reasonably acceptable to
            the JJ Stockholders.

      For purposes of this Agreement, an "INDEPENDENT DIRECTOR" shall mean a
      director who is not an employee, officer or director of the Corporation
      or any of its subsidiaries or a relative or an Associate of any of the
      Stockholders.  "ASSOCIATE" shall have the meaning ascribed to it in Rule
      12b-2 of the General Rules and Regulations of the Securities Exchange Act
      of 1934, as amended.

           (c) REMOVAL.  Each Stockholder agrees to vote such Stockholder's
      shares of Common Stock to remove a JJ Director upon request at any time
      by the unanimous consent of the JJ Stockholders, and to remove a Xxxxx
      Director upon request at any time by the holders of a majority of the
      shares of Common Stock held by the Xxxxx Stockholders, provided, that the
      Stockholders making such request shall simultaneously designate a
      replacement to fill any vacancy so created, which replacement, if such
      replacement is an Independent Director, shall be reasonably acceptable to
      the other group.

           (d) VACANCIES.  Each Stockholder agrees to vote such Stockholder's
      shares of Common Stock to fill any vacancy on the Board of Directors
      caused by the death, disability, resignation or removal of any JJ
      Director or Xxxxx Director, with a nominee selected by the JJ
      Stockholders or the Xxxxx Stockholders, respectively; provided, that if
      such nominee is to fill the vacancy of an Independent Director, such
      nominee shall be reasonably acceptable to the other group.

           (e) SELECTION OF NOMINEES.  Any person nominated by the holders of a
      majority of the shares of Common Stock held by the Xxxxx Stockholders, as
      to the Xxxxx Directors, and by the unanimous approval of the JJ
      Stockholders, as to the JJ Directors, shall be deemed to be the nominee
      of such group.  Each group shall notify the Corporation of its nominees
      not less than forty-five (45) days prior to the Corporation's annual
      meeting, and not less than forty-five (45) days prior to any special
      meeting at which directors are to be elected.

     1.2 MANAGEMENT PROVISIONS.  Without limiting the actions that may be
required, by applicable law or otherwise, to be approved by the Board of
Directors, the parties expressly agree 



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that, unless approved by a two-thirds vote of the Board of Directors, neither
the Corporation nor any of its subsidiaries may take or agree to take, and no
Stockholder shall cause the Corporation or any subsidiary to take or agree to
take, any of the following actions:

                 (i) amend the Certificate of Incorporation or By-laws of the
            Corporation;

                 (ii) wind-up, liquidate, dissolve or reorganize the
            Corporation or adopt a plan or proposal contemplating any of the
            foregoing;

                 (iii) approve the annual budget of the Corporation for any
            fiscal year or approve any course of action which would cause the
            Corporation to materially deviate from its budget;

                 (iv) elect or remove Officers;

                 (v) change the level of compensation of or modify or terminate
            any written agreement with AAC, FJC, GPC, GMJ or TBJ;

                 (vi) issue securities of the Corporation including debt or
            equity securities, options, rights or warrants, or any other
            securities which are convertible into or exchangeable for shares of
            Common Stock of the Corporation;

                 (vii) register any securities of the Corporation;

                 (viii) borrow funds in excess of $5,000,000 or provide a
            guarantee in respect of the obligations of another person or
            request any waiver from a lender to the Corporation;

                 (ix) merge, consolidate or combine the Corporation with any
            person or sell substantially all of its assets;

                 (x) purchase, sell, lease, acquire or dispose of assets valued
            at $5,000,000 or more, including acquiring another company,
            division or line of business (other than matters provided for in
            the Corporation's annual budget approved in accordance with this
            Agreement);

                 (xi) declare or pay any dividends or any other distribution in
            respect of any securities of the Corporation or redeem, acquire or
            retire any securities of the Corporation;

                 (xii) make or commit to make during any fiscal year capital
            expenditures (other than capital expenditures provided for in the
            Corporation's annual budget 

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            approved in accordance with this Agreement) which, in the 
            aggregate, exceed $5,000,000;

                 (xiii) create any committee of the Board of Directors or
            change a committee of the Board of Directors; and 

                 (xiv) make any decision involving a matter referred to in (i)
            through (xiii), inclusive, relating to any subsidiary of the
            Corporation.

Notwithstanding the foregoing, no further action or approval of the Board of
Directors shall be required for, and the provisions of this Section 1.2 shall
not apply to, the matters set forth on Schedule 1.2, which matters have been
approved by the Board of Directors prior to the date of this Agreement and
which shall be acted upon by the Chairman and Chief Executive Officer of the
Corporation in their sole discretion.

     1.3 COMMITTEES.  The Board of Directors shall establish and at all times
maintain an Executive Committee consisting of at least the Chairman of the
Board, the President, and the Chief Executive Officer; provided, that in the
event of the death or disability of Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx shall
assume Xxxxxx X. Xxxxx'x position on such Executive Committee.  The Board of
Directors shall delegate to the Executive Committee all the power and authority
of the Board of Directors, including those matters set forth in Section 1.2,
relating to the management of the business and affairs of the Corporation to
the extent permitted under Section 141 (c) (i) of the General Corporation Law
of the State of Delaware.  Any action to be taken by the Executive Committee
shall require the unanimous consent of Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx and T.
Xxxxxxxx Xxxxxxxx.

     1.4 ELECTION OF OFFICERS.  The Stockholders shall cause their designees on
the Board of  Directors to elect the following persons to the offices set forth
opposite their names:



                            
       (a)  Xxxxxx X. Xxxxx       President, Chief Operating Officer
       (b)  Xxxxxx X. Xxxxxx      Chief Executive Officer
       (c)  T. Xxxxxxxx Xxxxxxxx  Chairman of the Board and Chief
                                    Development Officer
       (d)  Xxxxx X. Xxxxx        Vice President and President of
                                    Xxxxx Iron & Metal, Inc.



     1.5 AGREEMENT TO VOTE SHARES.  Each Stockholder shall vote all of his
shares of Common Stock (or such other securities of the Corporation which
entitle such Stockholder to vote on such matters), execute and deliver such
further documents, take such further action and cause his designees on the
Board of Directors to vote in such a manner as may be necessary or desirable to
carry out the purposes and intent of this Agreement, including, without
limitation, any amendments to the Certificate of Incorporation or By-Laws which
are required by law or prudent business practices in order to make the terms of
this Agreement effective and binding on 




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the Corporation and all of its stockholders or otherwise to effectuate any of 
the terms, conditions, provisions or purposes hereof.

                                  ARTICLE  II

                     RESTRICTIONS UPON AND OBLIGATIONS WITH
                        RESPECT TO DISPOSITION OF SHARES

      2.1 CERTAIN DEFINITIONS.  The term "CORPORATION SECURITIES" as used
herein shall mean any shares of capital stock of the Corporation at any time
owned or subscribed for by any party hereto, and any subscriptions, options,
warrants, calls, commitments, or rights of any kind whatsoever to purchase or
otherwise acquire any shares of capital stock of the Corporation.

      2.2 GENERAL RESTRICTION.  During the term of this Agreement, each
Stockholder covenants and agrees that such Stockholder will not, directly or
indirectly, voluntarily or involuntarily, sell, assign, transfer, pledge,
hypothecate, encumber or otherwise dispose (each, a "TRANSFER") of the
Corporation Securities at any time owned by such Stockholder, or any interest
therein, except for (i) Transfers of up to that amount of Corporation
Securities that such Stockholder is permitted (or would be permitted) to sell
in reliance upon Rule 144 of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), as specified in paragraph (c) of such Rule 144, (ii)
Transfers to Permitted Transferees (as hereinafter defined), (iii) Transfers in
accordance with the terms and conditions of the provisions of Section 2.3 or
2.4, (iv) Transfers of Corporation Securities registered under the Securities
Act, or (v) Transfers between the Escrow Agent (as such term is defined in that
certain Escrow Agreement by and among the Corporation, the Stockholders and
Chicago Title & Trust Company) and the Stockholders or the Corporation pursuant
to the terms of the Escrow Agreement.  Any attempted Transfer not in accordance
with the terms and conditions of this Agreement shall be void and of no force
or effect.

      2.3 FIRST REFUSAL OPTIONS.

           (a) RECEIPT OF OFFER.  If at any time after the date hereof any
      Stockholder shall at any time desire to sell all or a portion of the
      Corporation Securities owned by such Stockholder (the "OFFERED
      CORPORATION SECURITIES"), other than a Transfer of up to that number of
      Corporation Securities that such Stockholder is permitted (or would be
      permitted) to sell in reliance upon Rule 144 of the Securities Act
      pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted
      Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer
      of Corporation Securities registered under the Securities Act, and shall
      have received a bona fide written offer for the purchase thereof, with a
      proposed closing required within a reasonable time (an "OFFER"), which
      such Stockholder desires to accept, such Stockholder (the "SELLING
      STOCKHOLDER") shall within five (5) days thereafter transmit executed or
      true and correct photostatic copies of the Offer to each of the other
      Stockholders (the "REMAINING STOCKHOLDERS") and to the Corporation.  For
      purposes of this Section 2.3, if any portion of the purchase price for
      the Offered Corporation Securities is payable in property other than in
      cash or a promissory note (the 



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      "NON-CASH PORTION") the Non-Cash Portion shall be valued at its fair
      market value on the date of the Offer, and shall be payable by the
      Remaining Stockholders in cash in accordance with the payment terms set
      forth in the Offer.  The fair market value of the Non-Cash Portion shall
      be mutually determined by the Selling Stockholder on the one hand, and
      the Remaining Stockholders, on the other.  If the two sides cannot agree
      on the fair market value of the Non-Cash Portion within a fifteen (15)
      day period, the two sides shall mutually select an appraiser to value
      such property.  The option periods set forth in Section 2.3(b) and (c),
      and 2.4 shall not begin to run until the parties have assigned a value to
      the Non-Cash Portion.

           (b) ORDER OF FIRST REFUSAL OPTIONS. All of the Offered Corporation
      Securities shall thereupon be subject to the following options to
      purchase from the Selling Stockholder at the price and terms set forth in
      the Offer, in the following order of priority:

                   (i) In the event that the Selling Stockholder is a Xxxxx
              Stockholder, each of the remaining Xxxxx Stockholders shall have
              the first option to purchase any Offered Corporation Securities
              on a pro rata basis (determined by reference to the remaining
              Xxxxx Stockholders only) or in such proportions as is otherwise
              agreed upon by the remaining Xxxxx Stockholders.  The remaining
              Xxxxx Stockholders shall exercise this option by giving notice to
              the Corporation and the Selling Stockholder not later than
              fifteen (15) days after the giving of the notice of Offer.  If
              the Xxxxx Stockholders exercise the first options with respect to
              less than all of the Offered Corporation Securities or fail to
              exercise the options within such fifteen (15) day period, each of
              the JJ Stockholders shall have the second option to purchase any
              remaining Offered Corporation Securities on a pro rata basis
              (determined by reference to the JJ Stockholders only) or in such
              proportions as is otherwise agreed upon by the remaining JJ
              Stockholders.  The JJ Stockholders shall exercise their option by
              giving notice to the Selling Stockholder and the Corporation not
              later than fifteen (15) days after notice from the Xxxxx
              Stockholders, or if the Xxxxx Stockholders fail to give notice,
              fifteen (15) days after the expiration of the first option
              period. If the remaining Xxxxx Stockholders and the JJ
              Stockholders have in the aggregate exercised their respective
              options with respect to less than all of the Offered Corporation
              Securities, then the Corporation shall have a third option to
              purchase any remaining Offered Corporation Securities.  The
              Corporation shall exercise its option by giving notice to the
              Selling Stockholder not later than five (5) days after notice
              from the JJ Stockholders, or if the JJ Stockholders fail to give
              notice, five (5) days after the expiration of the second option
              period.  If after the exercise or expiration of the foregoing
              options there remain any Offered Corporation Securities for sale,
              then no Offered Corporation Securities may be purchased pursuant
              to such options and such options shall be deemed to have expired
              without exercise.




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                (ii) In the event that the Selling Stockholder is a JJ
              Stockholder, each of the remaining JJ Stockholders shall have the
              first option to purchase any Offered Corporation Securities on a
              pro rata basis (determined by reference to the remaining JJ
              Stockholders only) or in such proportions as is otherwise agreed
              upon by the remaining JJ Stockholders.  The remaining JJ
              Stockholders shall exercise this option by giving notice to the
              Corporation and the Selling Stockholder not later than fifteen
              (15) days after the giving of the notice of Offer.  If the JJ
              Stockholders exercise the first options with respect to less than
              all of the Offered Corporation Securities or fail to exercise the
              options within such fifteen (15) day period, each of the Xxxxx
              Stockholders shall have the second option to purchase any
              remaining Offered Corporation Securities on a pro rata basis
              (determined by reference to the Xxxxx Stockholders only) or in
              such proportions as is otherwise agreed upon by the remaining
              Xxxxx Stockholders.  The Xxxxx Stockholders shall exercise their
              option by giving notice to the Selling Stockholder and the
              Corporation not later than fifteen (15) days after notice from
              the JJ Stockholders, or if the JJ Stockholders fail to give
              notice, fifteen (15) days after the expiration of the first
              option period.  If the remaining JJ Stockholders and the Xxxxx
              Stockholders have in the aggregate exercised their respective
              options with respect to less than all of the Offered Corporation
              Securities, then the Corporation shall have a third option to
              purchase any remaining Offered Corporation Securities.  The
              Corporation shall exercise its option by giving notice to the
              Selling Stockholder not later than five (5) days after notice
              from the Xxxxx Stockholders, or if the Xxxxx Stockholders fail to
              give notice, five (5) days after the expiration of the second
              option period.  If after the exercise or expiration of the
              foregoing options there remain any Offered Corporation Securities
              for sale, then no Offered Corporation Securities may be purchased
              pursuant to such options and such options shall be deemed to have
              expired without exercise.

           (c) PLACE OF CLOSING.  Unless otherwise agreed by the parties, all
      purchases pursuant to exercise of any options hereunder shall be
      consummated at the offices of the Corporation, and the date of Closing
      shall be as provided in Section 2.3 (d) below.

           (d) DATE OF CLOSING.  The purchase of Offered Corporation Securities
      pursuant to the exercise of one or more of the options provided for in
      this Section 2.3 shall be consummated on the date specified in the Offer
      or sixty (60) days after the exercise or expiration of the last such
      option, whichever is later (an "OPTION CLOSING DATE").

           (e) DELIVERIES AT CLOSING.  The cash portion of the purchase price
      of any Corporation Securities purchased hereunder shall be paid on the
      Option Closing Date by certified or bank cashier's check or by wire
      transfer as designated by the Selling Stockholder.  Simultaneously with
      such payment, the Selling Stockholder shall deliver to the purchaser a
      certificate or certificates representing all of the Corporation
      Securities so purchased, duly endorsed in blank, or with separate
      assignments attached duly executed in blank, in either case with
      signatures guaranteed and appropriate tax stamps, if any, 


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      affixed, in form satisfactory to transfer such Corporation Securities to 
      the order of such purchaser, free and clear of any liens, claims or
      encumbrances thereon.  Each Selling Stockholder shall furnish to each
      purchaser such additional evidence and executed documents as such
      purchaser may reasonably request to establish that the transfer of such
      shares is valid and free and clear of any liens, claims or encumbrances.

           (f) RIGHT TO ACCEPT.  In the event that the options provided for in
      Section 2.3 (b) hereof expire without exercise or the Offered Corporation
      Securities are not purchased pursuant to exercise thereof, then within
      sixty (60) days after all rights to make such purchase shall have
      expired, the Selling Stockholder, subject to the provisions of Section
      2.4, shall have the right to consummate the sale of all of the Offered
      Corporation Securities, upon terms and conditions no less favorable than
      those contained in the Offer, to the offeror thereunder.  If for any
      reason the sale is not consummated within the period provided for herein,
      the Selling Stockholder shall not thereafter dispose of the Offered
      Corporation Securities unless and until it has again complied with all of
      the provisions hereof.

      2.4 TAG ALONG RIGHTS.  In addition to the options set forth in Section
2.3, if a Selling Stockholder has given notice of an Offer to sell more than
that number of Corporation Securities that such Stockholder is permitted (or
would be permitted) to sell in reliance upon Rule 144 of the Securities Act
pursuant to Section 2.2(i) of this Agreement to any person other than the
Corporation or a Permitted Transferee (the "PROPOSED TRANSFEREE") other than an
offer of Corporation Securities registered under the Securities Act, the
Remaining Stockholders shall have the right to elect to participate in the
contemplated transaction by delivering a notice to the Selling Stockholder
within five (5) days of the expiration of all of the options set forth in
Section 2.3.  If any Remaining Stockholder elects to participate in the
proposed sale, he shall have the right to sell, at the same price and on the
same terms as set forth on the Offer, that number of shares of Corporation
Securities equal to the product of (i) the number obtained by dividing (A) the
number of shares of Corporation Securities owned by such Remaining Stockholder,
by (B) the aggregate number of shares owned by the Selling Stockholder and all
Remaining Stockholders electing to participate in the sale, and (ii) the number
of shares of Corporation Securities to be sold to the Proposed Transferee
pursuant to the Offer (the "TAG-ALONG SHARES").  The Tag-Along Shares shall
either (i) be purchased by the Proposed Transferee in addition to the Selling
Stockholder's shares, or (ii) be purchased by the Proposed Transferee in lieu
(and reduction) of the number of shares being sold by the Selling Stockholder.
The Selling Stockholder will use his best efforts to obtain the agreement of
the Proposed Transferee to the participation of the Remaining Stockholders in
such sale.  The Selling Stockholder will be prohibited from transferring any of
his shares of Corporation Securities to the Proposed Transferee if the Proposed
Transferee declines to allow the participation of the Remaining Stockholders
electing to participate.

     2.5 EFFECT OF GIVING OF NOTICE.  The giving of any notice of exercise of
any option to purchase, or to require any other party to sell, any Corporation
Securities shall, subject to revocation of such as herein expressly permitted,
create a binding contract for the sale and 


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purchase of such Corporation Securities on the Option Closing Date in 
accordance with the provisions hereof.

     2.6  RESTRICTIVE LEGEND ON SECURITIES.  Each stock certificate or
instrument representing any Corporation Securities shall be endorsed with the
following legend:

            "The shares represented by this Certificate have not been
            registered under the Securities Act of 1933 (the "ACT") or
            any state securities law.  This Certificate may not be
            transferred or otherwise disposed of unless an effective
            registration statement under the Act and all applicable
            state securities laws is then in effect or, in the opinion
            of counsel for the Corporation, such registration is not
            necessary.  The transfer or other disposition of the shares
            represented by this Certificate is also restricted under the
            terms of a Stockholders' Agreement dated December 1, 1997 by
            and among T. Xxxxxxxx Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X.
            Xxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, a copy of which
            is available in the office of the Corporation."

     2.7  PERMITTED TRANSFERS.

          (a) Notwithstanding anything contained in Section 2.2 to the
      contrary, a Stockholder may transfer any or all of his Corporation
      Securities to a Permitted Transferee, as defined below, subject to the
      terms and conditions contained in this Section 2.7.

          (b) A "PERMITTED TRANSFEREE" of a Stockholder is hereby defined as
      and construed to mean any one or more of the following:

                 (i) With respect to a Xxxxx Stockholder, to any other Xxxxx
            Stockholder;

                 (ii) With respect to a JJ Stockholder, to any other JJ
            Stockholder;

                 (iii) An executor(s), administrator(s) or conservator(s) of
            the Stockholder;

                 (iv) A beneficiary of a deceased Stockholder's will or trust;

                 (v) A trustee or trustees of a trust or a beneficiary or
            beneficiaries of a trust created by a Stockholder, but only if (A)
            the beneficiary or beneficiaries of such trust are one or more of a
            group consisting of the Stockholder, the spouse of the Stockholder
            and the descendants and/or the adopted children of the Stockholder
            or the Stockholder's parents, and (B) the trustee or other person





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            exercising dominion or control over such trust is a Stockholder or
            former Stockholder; and

                 (vi) A Transferee of a Permitted Transferee if the transfer
            would have been permissible under the provisions hereof if made by
            the Stockholder who originally transferred the Corporation
            Securities to the Permitted Transferee.

           (c) All Permitted Transferees shall execute an appropriate
      supplement to this Agreement pursuant to which the Permitted Transferee
      agrees to assume and become subject to all of the rights and obligations
      hereunder of the party whose Corporation Securities it has acquired and
      upon such execution shall be deemed a Stockholder hereunder; provided,
      however, that with respect to a Permitted Transferee under Section
      2.7(b)(iii) and (iv), the Permitted Transferee shall further execute a
      proxy granting to the Remaining Stockholders of the deceased
      Stockholder's group the right to vote the transferred Corporation
      Securities with respect to the designation, nomination and/or election of
      directors.  The proxy shall be in a form acceptable to the Remaining
      Stockholders.  The Permitted Transferee shall assume and become subject
      to all of the rights and obligations hereunder of the Stockholder whose
      Corporation Securities it has acquired.  Until a Permitted Transferee
      shall execute such a supplement to this Agreement, and a proxy, if
      necessary, the transfer and conveyance of the Corporation Securities to
      such Permitted Transferee shall be void and of no effect and he or she
      shall not be deemed a Stockholder hereunder and shall have none of the
      rights and benefits of a Stockholder hereunder.
      
      2.8 REQUIREMENTS FOR TRANSFER.  Other than Transfers permitted pursuant
to Section 2.2(i), (iii) and (iv) of this Agreement, no Corporation Securities
shall be transferred upon the books of the Corporation, nor shall any sale or
transfer or any other disposition thereof be effective, unless and until (a)
all of the terms and conditions of this Agreement and applicable law have been
first complied with and, with respect to compliance with applicable law, the
Corporation has been provided with an opinion of counsel in form and substance
satisfactory to the Corporation's counsel, and (b) the transferees shall have
executed an agreement in form and substance satisfactory to counsel for the
Corporation to assume and become subject to all of the rights and obligations
hereunder of the party whose Corporation Securities it has acquired, including,
without limitation, the obligation to make payment for any unpaid stock
subscriptions and the obligations and restrictions under Article II hereof with
respect to disposition of the Corporation Securities with the same full force
and effect as if originally a signatory hereto.

     2.9 RIGHTS AND OBLIGATIONS OF TRANSFEROR.  Following disposition of all
of his Corporation Securities in compliance with this Agreement, a party hereto
shall have no further rights or obligations hereunder.

                                  ARTICLE  III

                               GENERAL PROVISIONS





                                     10
   14



     3.1 TERM OF THIS AGREEMENT.  This Agreement shall continue in full force
and effect for a period of ten (10) years unless sooner terminated by the
unanimous consent of the Stockholders.  No termination of this Agreement, by
lapse of time or otherwise shall affect any rights or obligations created by
exercise of any option to purchase or sell the Corporation Securities in
accordance with any of the provisions of Article II hereof.

     3.2 REMEDIES.  Each of the parties to this Agreement acknowledges that
(a) the rights of the Stockholders concerning the restrictions on the transfer
of the Corporation Securities, and in the management and affairs of the
Corporation are unique, and (b) any failure of any Stockholder to perform any
of such party's obligations under this Agreement will cause irreparable harm
for which any remedies at law would be inadequate.  Accordingly, each of the
parties agrees that, in the event of any actual or threatened or attempted
failure of any party to perform any of his obligations hereunder, each of the
other parties shall, in addition to all other remedies, be entitled to a decree
for specific performance of the provisions of this Agreement and to temporary
and permanent injunctions restraining such failure or commanding performance of
such obligations, without being required to show actual damage or to furnish
any bond or other security.

     3.3 NOTICES.  All notices required or permitted hereunder shall be in
writing, signed by the party giving notice or an officer thereof, and shall be
deemed to have been given when delivered by personal delivery, by Federal
Express or similar courier service, by facsimile or three (3) days after
deposit in the United States mail, registered or certified, with postage
prepaid, addressed as follows:

     (A) If to AAC, FJC or GPC at:

         Xxxxx Iron & Metal, Inc.
         0000 Xxxxx Xxxx Xxxxxx Xxxxxx
         Xxxxxxx, Xxxxxxxx  00000
         Tel.:  (000) 000-0000
         Fax:   (000) 000-0000

     (B) If to  TBJ, at:

         00 Xxxxxxx Xxxx
         Xxxxxxxxxx, Xxxxxxxx  00000



                                     11


 
   15



         with a copy to:                 
                                         
         Xxxxxx X. Xxxxxxx, Esq.         
         Winston & Xxxxxx                
         00 Xxxx Xxxxxx Xxxxx            
         Xxxxxxx, Xxxxxxxx  00000        
         Tel.:  (000) 000-0000           
         Fax:   (000) 000-0000            
                                         
     (C) If to  GMJ, at:             
                                         
         0000 Xxxxxxx                    
         Xxxxx Xxxxxx, Xxxxxxxx  00000   
                                         
         with a copy to:                 
                                         
         Xxxxxx X. Xxxxxxx, Esq.         
         Winston & Xxxxxx                
         00 Xxxx Xxxxxx Xxxxx            
         Xxxxxxx, Xxxxxxxx  00000        
         Tel.:  (000) 000-0000           
         Fax:   (000) 000-0000            
                                         
     (D) If to the Corporation, at:  
                                         
                                         
         000 Xxxxx Xxxxxxxx Xxxxxx
         Xxxxx 000
         Xxxxxxx, Xxxxxxxx  00000
         Attn:Chief Financial Officer
         Fax:   (000) 000-0000
         
         With a copy to:

         XXXXXXX & XXXXXXXX LTD.
         000 Xxxxx Xxxxxxxx Xxxxxx
         Xxxxx 0000
         Xxxxxxx, Xxxxxxxx  00000
         Attn:  Xxxxxx X. Xxxxxx
         Fax:   (000) 000-0000


or such other address as any party may designate for himself or itself  by
notice given to the other parties from time to time in accordance with the
provisions hereof.




                                     12


 
   16


     3.4 LEGAL FEES.  In the event that any action is filed to enforce any of
the terms, covenants or provisions of this Agreement, the prevailing party in
such action shall be entitled to payment from the other party of all costs and
expenses, including reasonable attorney fees, court costs and ancillary
expenses incurred by such prevailing party in connection with such action.

     3.5 SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, successors and assigns.

     3.6 GOVERNING LAW.  This Agreement shall be controlled, construed and
enforced in accordance with the substantive laws of the United States and the
State of Illinois, notwithstanding any conflict of law principles.

     3.7 FURTHER ASSURANCES.  Each party agrees to cooperate with the others,
and to execute and deliver, or cause to be executed and delivered, all such
other instruments, and to take all such other actions as he may be reasonably
required to take, from time to time, in order to effect the provisions and
purposes hereof.

     3.8 COUNTERPARTS.  This Agreement may be executed in any one or more
counterparts, each of which shall constitute an original, no other counterpart
needing to be produced and all of which, when taken together, shall constitute
but one and the same instrument.

     3.9 HEADINGS.  The headings of Articles and subdivisions herein are
merely for convenience of reference and shall not affect the interpretation of
any of the provisions hereof.

     3.10 ENTIRE AGREEMENT. This Agreement and the Merger Agreement contain
the entire understanding among the parties with respect to the subject matter
of this Agreement.  Any modification hereof may be made only by an instrument
in writing signed by all of the parties hereto.

     3.11 SEVERABILITY.   Whenever possible, each provision of this Agreement
shall be construed and interpreted in such a manner as to be effective and
valid under applicable law.  If any provision of this Agreement or the
application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition without invalidating the remainder of such provision or any
other provision of this Agreement or the application of such provision to other
parties or circumstances.

     3.12 WAIVERS.  No delay on the part of any party in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by any party or any remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy.





                                     13
   17
     3.13 GENDER REFERENCES.  Whenever appropriate, the singular form of a
word shall be interpreted in the plural and vice versa.  All words and phrases
shall be construed as masculine, feminine or neuter gender, according to the
context.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.


                               METAL MANAGEMENT, INC.,                    
                               a Delaware corporation                     
                                                                          
                                                                          
                               By: /s/  T. Xxxxxxxx Xxxxxxxx                 
                                  ----------------------------------------
                                  T. Xxxxxxxx Xxxxxxxx, Chairman and      
                                  Chief Development Officer               
                                                                          
                                                                          
                                   /s/ T. Xxxxxxxx Xxxxxxxx                  
                                  ----------------------------------------
                                  T. Xxxxxxxx Xxxxxxxx                    
                                                                          
                                                                          
                                   /s/ Xxxxxx X. Xxxxxx                        
                                  ----------------------------------------
                                  Xxxxxx X. Xxxxxx                        
                                                                          
                                      
                                   /s/ Xxxxxx X. Xxxxx                         
                                  ----------------------------------------
                                  Xxxxxx X. Xxxxx                         
                                                                          
                                                                          
                                   /s/ Xxxxx X. Xxxxx
                                  ----------------------------------------
                                  Xxxxx X. Xxxxx                          
                                                                          
                                                                          
                                   /s/ Xxxxxxx X. Xxxxx                       
                                  ----------------------------------------
                                  Xxxxxxx X. Xxxxx                        



                                     14

   18
                                  SCHEDULE 1.2

1.    THE BOARD OF DIRECTORS OF MTLM HAS AUTHORIZED THE CHAIRMAN AND THE CEO OF
      MTLM TO NEGOTIATE AN ARRANGEMENT WITH XXXXXX XXXXXXXXX WHEREBY XXXXXX
      XXXXXXXXX WOULD BECOME VICE-CHAIRMAN OF MTLM AND XXXXXX XXXXXXXXX AND/OR
      HIS DESIGNEES WOULD RECEIVE A PACKAGE OF 150,000 WARRANTS TO PURCHASE
      COMMON STOCK OF MTLM IN CONNECTION THEREWITH.
2.    THE BOARD OF DIRECTORS OF MTLM HAS AUTHORIZED THE CHAIRMAN AND THE
      CEO OF MTLM TO NEGOTIATE AND GRANT 30,000 WARRANTS TO PURCHASE SHARES OF
      COMMON STOCK OF MTLM TO XXX XXXXXXX, 25,000 WARRANTS AND 15,000 OPTIONS
      TO PURCHASE SHARES OF COMMON STOCK OF MTLM TO XXXXXX XXXXXXXXXX, AND
      25,000 OPTIONS TO PURCHASE SHARES OF COMMON STOCK OF MTLM TO XXXXXX
      XXXXX.  ADDITIONALLY, THE BOARD OF DIRECTORS AUTHORIZED THE CHAIRMAN AND
      CEO TO ISSUE OPTIONS TO PURCHASE 20,000 SHARES OF COMMON STOCK TO
      EMPLOYEES OF THE COMPANY THAT ARE NOT OFFICERS OR DIRECTORS.
3.    THE BOARD OF DIRECTORS OF MTLM HAS AUTHORIZED THE CHAIRMAN AND THE
      CEO OF MTLM TO NEGOTIATE AND GRANT INCREASES IN THE COMPENSATION OF
      XXXXXX XXXXXXXXXX AND XXXXXX XXXXX.  THE ADJUSTMENT TO ANNUAL
      COMPENSATION FOR MR. XXXXX AND XX. XXXXXXXXXX INCREASED THEIR ANNUAL BASE
      PAY TO $135,000 AND $100,000 RESPECTIVELY.
4.    THE COMPENSATION COMMITTEE APPROVED INCREASES IN ANNUAL BASE SALARY
      FOR XX. XXXXXX AND XX. XXXXXXXX EFFECTIVE FROM AND AFTER JUNE 1, 1997.
      XX. XXXXXXXX' ADJUSTED ANNUAL SALARY IS EQUAL TO THE AMOUNT OF $275,000
      AND XX. XXXXXX' ADJUSTED ANNUAL SALARY IS EQUAL TO THE AMOUNT OF
      $287,000.  IN ADDITION, XX. XXXXXXXX RECEIVES A TRAVEL ALLOWANCE EQUAL TO
      $12,000 PER YEAR.
5.    THE BOARD OF DIRECTORS OF MTLM HAS AUTHORIZED THE CHAIRMAN AND CEO
      TO GRANT BONUSES FOR XX. XXXXXXXX, XX. XXXXXX, AND MR. XXXXX.  ON JULY
      31, 1997, XX. XXXXXX AND XX. XXXXXXXX EACH RECEIVED A BONUS IN THE AMOUNT
      OF $50,000.  ON JULY 15, 1997, MR. XXXXX RECEIVED A BONUS IN THE AMOUNT
      OF $25,000.
6.    THE COMPANY PLANS TO PAY AGGREGATE BONUSES TO XX. XXXXXXXXXX IN AN
      AMOUNT EQUAL TO $102,332.
7.    MTLM PLANS TO ISSUE 50,000 WARRANTS TO PURCHASE COMMON STOCK OF MTLM
      TO A FINANCIAL ADVISOR OF MTLM ON TERMS AND CONDITIONS BEING NEGOTIATED
      BY THE CHAIRMAN AND THE CEO OF MTLM.
8.    MTLM PLANS TO ISSUES 70,000 WARRANTS TO PURCHASE COMMON STOCK OF
      MTLM TO A GOVERNMENTAL AFFAIRS ADVISOR OF MTLM ON TERMS AND CONDITIONS
      BEING NEGOTIATED BY THE CHAIRMAN AND CEO OF MTLM.
9.    THE BOARD OF DIRECTORS OF MTLM HAS AUTHORIZED THE CHAIRMAN AND THE
      CEO TO NEGOTIATE CERTAIN AGREEMENTS WITH XXXXXX XXXXXXXXX AS MORE FULLY
      DESCRIBED IN MTLM'S DEFINITIVE PROXY STATEMENT DATED NOVEMBER 20, 1997.