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                                                                       Ex-2.11



                                   EXHIBIT B








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                            STOCKHOLDERS' AGREEMENT

                                      FOR

                             METAL MANAGEMENT, INC.

                           Dated:  ________ ___, 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 ...................................  2
           (c)  Removal .................................................  2
           (d)  Vacancies ...............................................  2
     1.2   Management Provisions ........................................  3
     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 ...................................  4
     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 .........................................  7
     2.4   Tag Along Rights .............................................  8
     2.5   Effect of Giving of Notice ...................................  8
     2.6   Restrictive Legend on Securities .............................  8
     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 ....................................... 10
     3.2   Remedies ..................................................... 10
     3.3   Notices ...................................................... 10
     3.4   Legal Fees ................................................... 12
     3.5   Successors and Assigns ....................................... 12
     3.6   Governing Law ................................................ 12
     3.7   Further Assurances ........................................... 12
     3.8   Counterparts ................................................. 12
     3.9   Headings ..................................................... 12
     3.10  Entire Agreement ............................................. 12
     3.11  Severability ................................................. 12
     3.12  Waivers ...................................................... 12
     3.13  Gender References ............................................ 13


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                            STOCKHOLDERS' AGREEMENT



     THIS STOCKHOLDERS' AGREEMENT ("AGREEMENT"), made and entered into as of
the  ___ day of ______, 1997, by and among T. Benjamin Jennings ("TBJ"), Gerard
M. Jacobs ("GMJ"), Albert A. Cozzi ("AAC"), Frank J. Cozzi ("FJC") and Gregory
P. Cozzi ("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 ___,
1997 (the "MERGER AGREEMENT") among the Corporation, CIM Acquisition, Co., Cozzi
Iron & Metal, Inc., AAC, FJC and GPC (AAC, FJC and GPC being sometimes
hereinafter referred to collectively as the "COZZI STOCKHOLDERS"), the Cozzi
Stockholders will receive [11,500,000] shares of common stock, $.01 par value
per share, of the Corporation (the "COMMON STOCK"), subject to adjustment as
provided in the Merger Agreement.

     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 Cozzi Stockholders; and

               (ii)  The Cozzi Stockholders shall have the right to nominate
          that number of persons (each, a "COZZI 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 Cozzi
     Director upon request at any time by the holders of a majority of the
     shares of Common Stock held by the Cozzi 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
     Cozzi Director, with a nominee selected by the JJ Stockholders or the Cozzi
     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 Cozzi Stockholders, as
     to the Cozzi 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 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:




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               (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 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





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


     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 Albert A. Cozzi, Frank J. Cozzi shall
assume Albert A. Cozzi's 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 Albert A. Cozzi, Gerard M. Jacobs and T.
Benjamin Jennings.

     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)  Albert A. Cozzi            President, Chief Operating Officer
(b)  Gerard M. Jacobs           Chief Executive Officer
(c)  T. Benjamin Jennings  Chairman of the Board and Chief Development Officer
(d)  Frank J. Cozzi             Vice President and President of Cozzi 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 its 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 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



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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 Corp.]) 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 "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 Cozzi
          Stockholder, each of the remaining Cozzi Stockholders shall have the
          first option to purchase any Offered Corporation Securities on a pro
          rata basis (determined by reference to the 



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          remaining Cozzi Stockholders only) or in such proportions as is
          otherwise agreed upon by the remaining Cozzi Stockholders.  The
          remaining Cozzi 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
          Cozzi 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 Cozzi Stockholders, or if the Cozzi
          Stockholders fail to give notice, fifteen (15) days after the
          expiration of the first option period.  If the remaining Cozzi
          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.

               (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 Cozzi Stockholders shall have the second
          option to purchase any remaining Offered Corporation Securities on a
          pro rata basis (determined by reference to the Cozzi Stockholders
          only) or in such proportions as is otherwise agreed upon by the
          remaining Cozzi Stockholders.  The Cozzi 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 Cozzi 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 


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          by giving notice to the Selling Stockholder not later than five (5)
          days after notice from the Cozzi Stockholders, or if the Cozzi
          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, 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 



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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 Common Stock
equal to the product of (i) the number obtained by dividing (A) the number of
shares of Common Stock 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 Common
Stock 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 Common
Stock 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 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 _________, 1997 by and among T. Benjamin Jennings,
          Gerard M. Jacobs, Albert A. Cozzi, Frank J. Cozzi and Gregory P.
          Cozzi, 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 Cozzi Stockholder, to any other Cozzi
          Stockholder;




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               (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 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 


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<PAGE>   12


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
its Corporation Securities in compliance with this Agreement, a party hereto
shall have no further rights or obligations hereunder.

                                   ARTICLE II
                                        
                               GENERAL PROVISIONS


     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 its 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:
               Cozzi Iron & Metal, Inc.
               2232 South Blue Island Avenue
               Chicago, Illinois  60608
               Tel.:  (773) 254-1200
               Fax:   (773) 254-8201


          (B) If to TBJ, at:

              12 Country Lane




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<PAGE>   13


                    Northfield, Illinois  60093

                    with a copy to:

                    [Personal Representative]

               (C)  If to  GMJ, at:

                    7600 Augusta
                    River Forest, Illinois  60305

                    with a copy to:

                    [Personal Representative]

               (D)  If to the Corporation, at:

                    500 North Dearborn Street
                    Suite 405
                    Chicago, Illinois  60610
                    Attn:Chief Financial Officer
                    Fax:(312) 645-0714

                    With a copy to:


                    SHEFSKY & FROELICH LTD.
                    444 North Michigan Avenue
                    Suite 2500
                    Chicago, Illinois  60611
                    Attn:  Erhard R. Chorle 
                    Fax:   (312) 527-5921


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.

     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.




                                       11
<PAGE>   14


     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 choice of law conflicts.

     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 it 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.

     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.




                                       12
<PAGE>   15


          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:________________________________    
                                     Its:_______________________________    
                                                                            
                                                                            
                                     _______________________________________
                                     T. Benjamin Jennings                   
                                                                            
                                                                            
                                                                            
                                     _______________________________________
                                     Gerard M. Jacobs                       
                                                                            
                                                                            
                                                                            
                                     _______________________________________
                                     Albert A. Cozzi                        
                                                                            
                                                                            
                                                                            
                                     _______________________________________
                                     Frank J. Cozzi                         
                                                                            
                                                                            
                                                                            
                                     _______________________________________
                                     Gregory P. Cozzi                       





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