SECOND
      AMENDMENT AGREEMENT




This
      SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 13 th day
      of
      March, 2008 among:




(a)  CONCORD
      STEEL, INC. (formerly known as SIG Acquisition Corp.), a Delaware corporation
      (“Borrower”);





(b)  the
      Lenders, as defined in the Credit Agreement, as hereinafter defined;
      and





(c)  LASALLE
      BANK NATIONAL ASSOCIATION, as lead arranger and administrative agent for the
      Lenders under the Credit Agreement (“Administrative Agent”).





WHEREAS,
      Borrower, Administrative Agent and the Lenders are parties to that certain
      Credit Agreement, dated as of October 3, 2006, that provides, among other
      things, for loans and letters of credit aggregating Thirty-Three Million Dollars
      ($33,000,000), all upon certain terms and conditions (as amended and as the
      same
      may from time to time be further amended, restated or otherwise modified, the
      “Credit Agreement”);




WHEREAS,
      Borrower, Administrative Agent and the Lenders desire to amend the Credit
      Agreement to modify certain provisions thereof and add certain provisions
      thereto;




WHEREAS,
      each capitalized term used herein and defined in the Credit Agreement, but
      not
      otherwise defined herein, shall have the meaning given such term in the Credit
      Agreement; and




WHEREAS,
      unless otherwise specifically provided herein, the provisions of the Credit
      Agreement revised herein are amended effective as of the date of this
      Amendment;




NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants herein
      and for other valuable consideration, Borrower, Administrative Agent and the
      Lenders agree as follows:




1. Retroactive
      Amendment to Definitions .
      Section
      1.1 of the Credit Agreement is hereby retroactively amended, effective as of
      December 31, 2007, to delete the definition of “Fixed Charge Coverage Ratio”
therefrom and to insert in place thereof the following:





“Fixed
      Charge Coverage Ratio” means, for any Computation Period, the ratio of (a) the
      total for such period of Consolidated EBITDA minus, without duplication, the
      sum
      of (i) Taxes paid in cash by the Parent Entities, (ii) all Consolidated Unfunded
      Capital Expenditures, and (iii) tax refunds received in cash during such
      period; to (b) the sum for such period of (i) cash Consolidated Interest
      Expense, plus (ii) required payments of principal of Consolidated Total Funded
      Debt (including the Term Loan but excluding the Revolving Loans); provided
      that,
      for the calculation of the Fixed Charge Coverage Ratio for the Fiscal Quarters
      ending on December 31, 2007, March 31, 2008, June 30, 2008 and September 30,
      2008, Two Million Dollars ($2,000,000) of Consolidated Unfunded Capital
      Expenditures shall be added back to subpart (a) above.










2. Amendment
      to Definitions .
      Section
      1.1 of the Credit Agreement is hereby amended to delete the definition of
“Applicable Margin” therefrom and to insert in place thereof the
      following:





“Applicable
      Margin” means, for any day, the rate per annum set forth below opposite the
      level (the “Level”) then in effect, it being understood that the Applicable
      Margin for (a) LIBOR Loans shall be the percentage set forth under the column
      “LIBOR Margin”, (b) Base Rate Loans shall be the percentage set forth under
      the column “Base Rate Margin”, (c) the Non-Use Fee Rate shall be the percentage
      set forth under the column “Non-Use Fee Rate”, and (d) the L/C Fee Rate shall be
      the percentage set forth under the column “L/C Fee Rate”:





Level
            
            Total
                Debt
              to
                EBITDA Ratio
            
            LIBOR
              Margin
            
            Base
                Rate
              Margin
            
            Non-Use
              Fee
                Rate
            
            L/C
                Fee
              RateI
            
            Greater
                than 3.00 to 1.00
            
            3.00%
            
            1.50%
            
            0.75%
            
            3.00%II
            
            Greater
                than 2.50 to 1.00 but less than or equal to 3.00 to 1.00
            
            2.50%
            
            1.00%
            
            0.50%
            
            2.50%III
            
            Greater
                than 2.00 to 1.00 but less than or equal to 2.50 to 1.00
            
            2.00%
            
            0.50%
            
            0.375%
            
            2.00%IV
            
            Greater
                than 1.50 to 1.00 but less than or equal to 2.00: to 1.00
            
            1.75%
            
            0.25%
            
            0.30%
            
            1.75%V
            
            Greater
                than 1.00 to 1.00 but less than or equal to 1.50 to 1.00
            
            1.50%
            
            0.00%
            
            0.25%
            
            1.50%VI
            
            Less
                than or equal to 1.00 to 1.00
            
            1.25%
            
            0.00%
            
            0.20%
            
            1.25%





The
      LIBOR
      Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall
      be
      adjusted, to the extent applicable, on the fifth Business Day after Borrower
      provides or is required to provide the annual and quarterly financial statements
      and other information pursuant to Section
      10.1.1 or 10.1.2 ,
      as
      applicable, and the related Compliance Certificate, pursuant to Section
      10.1.3 .
      Notwithstanding anything contained in this paragraph to the contrary, (i) if
      Borrower fails to deliver the financial statements and Compliance Certificate
      in
      accordance with the provisions of Sections
      10.1.1 , 10.1.2 and 10.1.3 ,
      the
      LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate
      shall be based upon Level I above, beginning on the date such financial
      statements and Compliance Certificate were required to be delivered until the
      fifth (5th) Business Day after such financial statements and Compliance
      Certificate are actually delivered, whereupon the Applicable Margin shall be
      determined by the then current Level; (ii) no reduction to any Applicable Margin
      shall become effective at any time when a Default or an Event of Default has
      occurred and is continuing; and (iii) the Applicable Margin on the Second
      Amendment Effective Date shall be based on Level II until the date on which
      the
      financial statements and Compliance Certificate are required to be delivered
      for
      the Fiscal Quarter ending on March 31, 2008.




2





“Loan
      Documents” means this Agreement, the Notes, the Letters of Credit, the Master
      Letter of Credit Agreement, the L/C Applications, the Agent Fee Letter, the
      Subordination Agreement, the Second Amendment Letter Agreement and the
      Collateral Documents, and all documents, instruments and agreements delivered
      in
      connection with the foregoing.





3. Addition
      to Definitions .
      Section
      1.1 of the Credit Agreement is hereby amended to add the following new
      definitions thereto:





“Second
      Amendment Effective Date” means March 13, 2008.





“Second
      Amendment Letter Agreement” means that certain Second Amendment Letter
      Agreement, dated as of March 13, 2008, between Borrower and Administrative
      Agent, for the benefit of the Lenders.





“Stamford
      Real Property” means the real property set forth on Schedule
      9.17 hereto
      that is located in Stamford, Connecticut.





4. Amendment
      to Consolidated Capital Expenditures .
      Section
      10.2 of the Credit Agreement is hereby amended to delete the last sentence
      therefrom and to insert in place thereof the following:





All
      such
      inspections or audits by Administrative Agent shall be at Borrower’s expense,
      provided that, so long as no Default or Event of Default exists, Borrower shall
      not be required to reimburse Administrative Agent for inspections or audits
      more
      frequently than two times during any Fiscal Year.





5. Post-Closing Amendment
      to Schedules to the Credit Agreement .
      Upon
      the delivery by Borrower of the updated Schedules to the Credit Agreement
      pursuant to Section 7(b) hereof, the
      Credit Agreement will be amended to delete each of the Schedules listed below
      therefrom and to insert in place thereof, respectively, the updated Schedules
      delivered pursuant to Section 7(b) hereof:





SCHEDULE
                1
            Lenders
                and Pro Rata SharesSCHEDULE
                2
            Addresses
                for NoticesSCHEDULE
                3
            Guarantors
                of PaymentSCHEDULE
                4
            EBITDA
                Add BackSCHEDULE
                9.6
            Litigation
                and Contingent LiabilitiesSCHEDULE
                9.8
            SubsidiariesSCHEDULE
                9.16
            InsuranceSCHEDULE
                9.17
            Real
                PropertySCHEDULE
                9.21
            Labor
                MattersSCHEDULE
                10.10
            Deposit
                AccountsSCHEDULE
                11.1
            Existing
                DebtSCHEDULE
                11.2
            Existing
                LiensSCHEDULE
                11.10
            InvestmentsSCHEDULE
                12.1
            Debt
                to be Repaid




3





6. Closing
      Items .
      Concurrently with the execution of this Amendment, Borrower shall:





(a)  deliver
      to Administrative Agent an updated incumbency certificate for each Credit
      Party;





(b)  deliver
      to Administrative Agent an executed copy of that certain Consulting Agreement,
      dated as of September 22, 2006, between Stamford Industrial Group, Inc. and
      Kanders & Company, Inc., together with all amendments thereto;





(c)  pay
      to
      Administrative Agent, for the pro-rata benefit of the Lenders, an amendment
      fee
      in an amount equal to Forty-One Thousand Two Hundred Fifty Dollars ($41,250);





(d)  cause
      each Guarantor of Payment to execute the attached Acknowledgment and Agreement;
      and





(e)  pay
      all
      legal fees and expenses of Administrative Agent in connection with this
      Amendment.





7. Post-Closing
      Deliveries . On
      or
      before the dates specified below, unless otherwise agreed to by Administrative
      Agent in writing, Borrower shall satisfy each of the items specified
      below:




(a)  No
      later
      than March 31, 2008, Borrower shall, with respect to each parcel of the Stamford
      Real Property, deliver to Administrative Agent (i) a duly
      executed Mortgage providing for a fully perfected Lien, in favor of
      Administrative Agent, for the benefit of the Lenders, in all right, title and
      interest of Parent (and any other Credit Party) in such real property, (ii)
      a
      loan policy of title insurance, flood zone determinations and such other due
      diligence with respect to the Stamford Real Property as Administrative Agent,
      in
      its sole discretion, may require, each to be in form and substance acceptable
      to
      Administrative Agent, and (iii) an
      opinion of counsel regarding the Stamford Real Property, in form and substance
      satisfactory to Administrative Agent;




4




(b)  No
      later
      than March 31, 2008, Borrower shall deliver to Administrative Agent updated
      Schedules to the Credit Agreement for each of the Schedules referenced in
      Section 5 hereof.




(c)  No
      later
      than March 31, 2008, Borrower shall deliver to Administrative Agent the
      following replacement Schedules to that certain Guaranty and Collateral
      Agreement, dated as of October 3, 2006, among the Credit Parties and
      Administrative Agent: Schedule
      1 (Investment Property), Schedule
      4 (Collateral Locations), Schedule
      5 (Intellectual Property), Schedule
      6 (Depository and Other Deposit Accounts), and Schedule
      7 (Commercial Tort Claims).




(d)  No
      later
      than April 15, 2008, Borrower shall deliver to Administrative Agent an annual
      budget of the Parent Entities, prepared on a Consolidated and consolidating
      basis, for the Fiscal Years ending on December 31, 2008 (prepared on a monthly
      basis) and December 31, 2009 (prepared on a quarterly basis), in form and
      substance satisfactory to Administrative Agent.




8. Representations
      and Warranties .
      Borrower hereby represents and warrants to Administrative Agent and the Lenders
      that (a) Borrower has the legal power and authority to execute and deliver
      this
      Amendment; (b) the officers executing this Amendment have been duly
      authorized to execute and deliver the same and bind Borrower with respect to
      the
      provisions hereof; (c) the execution and delivery hereof by Borrower and
      the performance and observance by Borrower of the provisions hereof do not
      violate or conflict with the organizational agreements of Borrower or any law
      applicable to Borrower or result in a breach of any provision of or constitute
      a
      default under any other agreement, instrument or document binding upon or
      enforceable against Borrower; (d) no Default or Event of Default exists under
      the Credit Agreement, nor will any occur immediately after the execution and
      delivery of this Amendment or by the performance or observance of any provision
      hereof; (e) Borrower is not aware of any claim or offset against, or defense
      or
      counterclaim to, Borrower’s obligations or liabilities under the Credit
      Agreement; and (f) this Amendment constitutes a valid and binding
      obligation of Borrower in every respect, enforceable in accordance with its
      terms.




9. References
      to Credit Agreement .
      Each
      reference that is made in the Credit Agreement or any Related Writing shall
      hereafter be construed as a reference to the Credit Agreement as amended hereby.
      Except as herein otherwise specifically provided, all terms and provisions
      of
      the Credit Agreement are confirmed and ratified and shall remain in full force
      and effect and be unaffected hereby. This Amendment is a Related
      Writing.




10. Waiver .
      Borrower, by signing below, hereby waives and releases Administrative Agent
      and
      the Lenders (and their respective directors, officers, employees, attorneys,
      affiliates and subsidiaries) from any and all claims, offsets, defenses and
      counterclaims of which Borrower is aware, such waiver and release being with
      full knowledge and understanding of the circumstances and effect thereof and
      after having consulted legal counsel with respect thereto.




11. Counterparts .
      This
      Amendment may be executed in any number of counterparts, by different parties
      hereto in separate counterparts and by facsimile signature, each of which when
      so executed and delivered shall be deemed to be an original and all of which
      taken together shall constitute but one and the same agreement.




5




12. No
      Course of Dealing .
      Borrower acknowledges and agrees that this Amendment is not intended, nor shall
      it, establish any course of dealing with respect to the various provisions
      amended herein, or otherwise, between Borrower, Administrative Agent and Lenders
      that is inconsistent with the express terms of the Loan Documents.




13. Headings .
      The
      headings, captions and arrangements used in this Amendment are for convenience
      only and shall not affect the interpretation of this Amendment.




14. Severability .
      Any
      term or provision of this Amendment held by a court of competent jurisdiction
      to
      be invalid or unenforceable shall not impair or invalidate the remainder of
      this
      Amendment and the effect thereof shall be confined to the term or provision
      so
      held to be invalid or unenforceable.




15. Governing
      Law .
      The
      rights and obligations of all parties hereto shall be governed by the laws
      of
      the State of New York, without regard to principles of conflicts of
      laws.




[Remainder
      of page intentionally left blank.]














6




JURY
      TRIAL WAIVER .
      BORROWER, THE LENDERS AND AGENT, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY
      WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
      SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, THE LENDERS AND AGENT,
      OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL
      TO
      THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR
      ANY
      NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
      CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.





IN
      WITNESS WHEREOF, the parties have executed and delivered this Amendment as
      of
      the date first set forth above.





CONCORD
                STEEL, INC.,
              formerly
                known as SIG Acquisition Corp.
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________LASALLE
                BANK NATIONAL ASSOCIATION,
              as
                Administrative Agent, as Issuing Lender, as Swing Line Lender and
                as a
                Lender
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________FIRSTMERIT
                BANK, N.A.
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________FIFTH
                THIRD BANK
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________RBS
                CITIZENS, NATIONAL ASSOCIATION,
              (d/b/a
                Charter One Bank)
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________




Signature
        Page to
 Second
        Amendment Agreement


ACKNOWLEDGMENT
      AND AGREEMENT





The
      undersigned consent and agree to and acknowledge the terms of the foregoing
      Second Amendment Agreement dated as of March 13, 2008. The undersigned further
      agree that the obligations of the undersigned pursuant to the Guaranty and
      Collateral Agreement executed by the undersigned are hereby ratified and shall
      remain in full force and effect and be unaffected hereby.




The
      undersigned hereby waive and release Administrative Agent and the Lenders and
      their respective directors, officers, employees, attorneys, affiliates and
      subsidiaries from any and all claims, offsets, defenses and counterclaims of
      any
      kind or nature, absolute and contingent, of which the undersigned are aware
      or
      should be aware, such waiver and release being with full knowledge and
      understanding of the circumstances and effect thereof and after having consulted
      legal counsel with respect thereto.




JURY
      TRIAL WAIVER .
      THE
      UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE
      A
      JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
      OR
      OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY
      THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY
      NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
      CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.





STAMFORD
                INDUSTRIAL GROUP, INC.,
              formerly
                known as Net Perceptions, Inc.
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________
            
            CONCORD
                STEEL, INC.,
              formerly
                known as SIG Acquisition Corp.
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________CRC
                WILMINGTON ACQUISITION, LLC
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________
            
            1451
                BUENA VISTA AVENUE, LLC
              
              By:_____________________________________
              Name:___________________________________
              Title:____________________________________


Signature
        Page to
 Acknowledgment
        and Agreement to
 Second
        Amendment Agreement


SCHEDULE
      1




LENDERS
      AND PRO RATA SHARES





Lender
            
            Revolving
              CommitmentAmount
            
            Term
                LoanCommitment
            
            CAPEX
              Commitment
            
            CommitmentPercentage
            
            Total
                Commitment AmountLaSalle
                Bank National Association
            
            $3,750,000.01
            
            $8,625,000.02
            
            $0.00
            
            37.500000100%
            
            $12,375,000.03FirstMerit
                Bank, N.A.
            
            $2,083,333.33
            
            $4,791,666.66
            
            $0.00
            
            20.833333300%
            
            $6,874,999.99Fifth
                Third Bank
            
            $2,083,333.33
            
            $4,791,666.66
            
            $0.00
            
            20.833333300%
            
            $6,874,999.99Charter
                One Bank, N.A.
            
            $2,083,333.33
            
            $4,791,666.66
            
            $0.00
            
            20.833333300%
            
            $6,874,999.99TOTALS
            
            $10,000,000.00
            
            $23,000,000.00
            
            $0.00
            
            100.000000000%
            
            $33,000,000.00




S-1


SCHEDULE
      2




ADDRESSES
      FOR NOTICES




CONCORD
      STEEL, INC..




c/o
      Stamford Industrial Group, Inc.


One
      Landmark Square, 22 nd Floor


Stamford,
      Connecticut 06901


Attention:
      Secretary and Treasurer


Telephone:
      (203)-428-2040


Facsimile:
      (203) 428-2041




LASALLE
      BANK NATIONAL ASSOCIATION ,
      as
      Administrative Agent, Issuing Lender and a Lender




*Notices
      of Borrowing , Conversion, Continuation and Letter of Credit
      Issuance*




135
      South
      LaSalle Street


Chicago,
      Illinois 60603


Attention:
      Brad Nelson


Telephone:
      (312) 904-1999


Facsimile:
      (312) 904-4448




*All
      Other Notices*




312
      Walnut Street, Suite 2200


Cincinnati,
      Ohio 45202


Attention:
      Shawn Masterson


Telephone:
      (513) 929-3436


Facsimile:
      (513) 929-0923




S-2


FIRSTMERIT
      BANK, N.A.




*Notices
      of Borrowing , Conversion, Continuation and Letter of Credit
      Issuance*




106
      South
      Main Street, TOW24


Akron,
      Ohio 44308


Attention:
      Andrea Poliak


Telephone:
      (330) 384-7095


Facsimile:
      (330) 996-6272




*All
      Other Notices*




106
      South
      Main Street, TOW24


Akron,
      Ohio 44308


Attention:
      Andrea Poliak


Telephone:
      (330) 384-7095


Facsimile:
      (330) 996-6272




FIFTH
      THIRD BANK




*Notices
      of Borrowing , Conversion, Continuation and Letter of Credit
      Issuance*




4455
      Hills & Dales Rd. NW


Canton,
      Ohio 44708


Attention:
      Christine Schalmo


Telephone:
      (330) 479-7967


Facsimile:
      (330) 996-6071





*All
      Other Notices*





106
      South
      Main Street, TOW90


Akron,
      Ohio 44308


Attention:
      Robert G. Morlan


Telephone:
      (330) 996-6420


Facsimile:
      (330) 996-6394




S-3




RBS
      CITIZENS, NATIONAL ASSOCIATION d/b/a Charter One Bank




*Notices
      of Borrowing , Conversion, Continuation and Letter of Credit
      Issuance*




525
      William Penn Place, 153-2440


Pittsburgh,
      Pennsylvania 15219


Attention:
      Curtis Jones


Telephone:
      (412) 867-3832


Facsimile:
      (412) 867-2619




*All
      Other Notices*




1215
      Superior Avenue


Cleveland,
      Ohio 44114


Attention:
      Gregg Bush


Telephone:
      (216) 277-0256


Facsimile:
      (216) 348-0709




S-4




SCHEDULE
      3




GUARANTORS
      OF PAYMENT




Stamford
      Industrial Group, Inc. (formerly known as Net Perceptions, Inc.)


CRC
      Wilmington Acquisition, LLC


1451
      Buena Vista Avenue, LLC




S-5