SIXTH  AMENDMENT,  dated as of March
                                    26, 1999, to the Credit Agreement,  dated as
                                    of December 19, 1995 (as amended to the date
                                    hereof,  the  "Credit   Agreement"),   among
                                    International   Mill   Service,    Inc.,   a
                                    Pennsylvania  corporation (the  "Borrower"),
                                    Envirosource,  Inc., a Delaware  corporation
                                    (the "Parent"),  the several banks and other
                                    financial  institutions parties thereto (the
                                    "Lenders"),     NationsBank,     N.A.,    as
                                    administrative  agent  for the  Lenders  (in
                                    such capacity, the "Administrative  Agent"),
                                    and Credit Lyonnais New York Branch, the New
                                    York   branch  of  a  banking   organization
                                    organized  under the laws of the Republic of
                                    France,   as   syndication   agent  for  the
                                    Lenders.



         PRELIMINARY STATEMENTS:

         (1) The Borrower has  requested that  the Lenders agree to make various
changes in the Credit Agreement.

         (2) The parties hereto have agreed, subject to the terms and conditions
hereof,  to grant the requests of the Borrower and to amend the Credit Agreement
as provided herein.

         (3) Capitalized  terms used and not otherwise defined herein shall have
the  meanings  assigned  to such  terms  in the  Credit  Agreement  (the  Credit
Agreement,  as amended  by, and  together  with,  this Sixth  Amendment,  and as
hereinafter  amended,  modified,  extended or restated from time to time,  being
called the "Amended Agreement").

         Accordingly, the parties hereto hereby agree as follows:

         SECTION 1.01.  Amendments  to Section 1.1. The following  definition is
hereby added to Section 1.1 in appropriate alphabetical order:

                ""ETI":  Envirosource Technologies, Inc. a Delaware corporation"

         SECTION  1.02.  Amendments  to Section 2.6.  (a) Section  2.6(b) of the
Credit  Agreement is hereby amended by adding the following  proviso between the
phrase "then in effect" and the period at the end thereof:

                  ";  provided,  however,  that if the sale of ETI  described in
                  Section   2.6(c)  has  occurred  and  the   Revolving   Credit
                  Commitments   and  L/C   Commitment   have  been   reduced  to
                  $20,000,000 in connection therewith as contemplated in Section
                  2.6(c)  prior to  January 3, 2000,  then no  reduction  of the
                  Revolving Credit  Commitments  pursuant to this Section 2.6(b)
                  shall occur on January 3, 2000"

         (b)  Section  2.6(c)  of the  Credit  Agreement  is hereby  amended  by
deleting  subclause (c) in its entirety and  substituting  the following in lieu
thereof:

                  "The Revolving Credit  Commitments and L/C Commitment shall be
                  reduced  to  $20,000,000  upon the  earlier  of (i) the  fifth
                  Business Day after the receipt of Net After Tax Cash  Proceeds
                  with respect to a Prepayment  Event consisting of a sale by IU
                  International of all or substantially all of the assets and/or
                  the common stock of ETI or (ii) March 31, 2000."

         (c)      Section 2.6  of the  Credit  Agreement is  hereby  amended  by
adding the following subclause (f) thereto:

                  "(f) In the event  that the  dollar  amount  of any  Letter of
                  Credit outstanding on March 26, 1999 shall be reduced in size,
                  whether by agreement, amendment,  non-renewal after expiration
                  or termination,  then the Revolving Credit Commitments and the
                  L/C Commitment shall  automatically and permanently be reduced
                  by an amount equal to the net amount of such reduction."

         SECTION 1.03. Amendments to Section 7. (a) Section 7.1(a) of the Credit
Agreement  is hereby  amended by  deleting  subclause  (a) in its  entirety  and
substituting the following in lieu thereof:

                  "(a) Interest Coverage. Permit the ratio of (i) EBITDA for the
                  Reference  Period  with  respect to the last day of any fiscal
                  quarter of the Parent  referred to below to (ii)  Consolidated
                  Interest Expense for such Reference Period to be less than the
                  ratio set forth below opposite such fiscal quarter:

                    Fiscal Quarter                                    Ratio

                  Fiscal quarters from and including fourth
                  quarter of fiscal 1995 through and including
                  first quarter of fiscal 1996                        2.35:1.00

                  Fiscal quarters from and including second
                  quarter of fiscal 1996 through and including
                  third quarter of fiscal 1996                        2.25:1.00

                  Fiscal quarters from and including fourth
                  quarter of fiscal 1996 through and including
                  first quarter of fiscal 1997                        1.95:1.00

                  Fiscal quarters from and including second
                  quarter of fiscal 1997 through and including
                  third quarter of fiscal 1997                        1.75:1.00

                  Fiscal quarters from and including fourth
                  quarter of fiscal 1997 through and including
                  fourth quarter of fiscal 1998                       1.85:1.00

                  Fiscal quarters from and including first
                  quarter of fiscal 1999 through and including
                  third quarter of fiscal 1999                        1.50:1.00

                  Fiscal quarters from and including fourth
                  quarter of fiscal 1999 through and including
                  first quarter of fiscal 2000                        1.65:1.00

                  Fiscal quarters from and including second
                  quarter of fiscal 2000 through and including
                  third quarter of fiscal 2000                        2.25:1.00

                  Fourth quarter of fiscal 2000 and all fiscal
                  quarters thereafter                                 2.40:1.00"

                  (b) Section  7.1(c) of the Credit  Agreement is hereby amended
         by  deleting  subclause  (c)  in  its  entirety  and  substituting  the
         following in lieu thereof:

                  "(c) Debt Service Coverage. Permit the ratio of (i) EBITDA for
                  the  Reference  Period  with  respect  to the  last day of any
                  fiscal  quarter  of the  Parent  referred  to below,  plus any
                  income tax refunds received by the Parent and its Subsidiaries
                  during such Reference  Period,  plus (without  duplication) IU
                  Cash  Inflows  received  by the  Parent  and its  Subsidiaries
                  during such Reference  Period,  less (without  duplication) IU
                  Cash Outflows from the Parent and its Subsidiaries during such
                  Reference  Period,  less Cash Taxes for such Reference Period,
                  less (without duplication) Landfill Permit Expenditures during
                  such Reference Period, less Closure Trust Fund Payments during
                  such Reference  Period to (ii)  Consolidated  Interest Expense
                  for such Reference Period,  plus scheduled  principal payments
                  under Indebtedness of the Parent and its Subsidiaries for such
                  Reference  Period to be less  than the  ratio set forth  below
                  opposite such fiscal quarter:

                  Fiscal Quarter                                      Ratio

                  Fiscal quarters from and including fourth
                  quarter of fiscal 1997 through and including
                  third quarter of fiscal 1998                        1.05:1.00

                  Fourth quarter of fiscal 1998                       1.45:1.00

                  Fiscal  quarters  from and  including  first
                  quarter of fiscal 1999  through  and  including  
                  second  quarter of fiscal  1999                     1.25:1.00

                  Third quarter of fiscal 1999                        1.30:1.00

                  Fiscal  quarters from and including  fourth  
                  quarter of fiscal 1999  through  and  including  
                  first  quarter  of fiscal  2000                     1.45:1.00

                  Second quarter of fiscal 2000 and all fiscal
                  quarters thereafter                                 2.00:1.00"

                  (c) Section  7.1(d) of the Credit  Agreement is hereby amended
         by  deleting  subclause  (d)  in  its  entirety  and  substituting  the
         following in lieu thereof:

                  "(d)  Debt  to  EBITDA   Ratio.   Permit   the  ratio  of  (i)
                  Consolidated  Total  Debt  as of the  last  day of any  fiscal
                  quarter of the Parent referred to below to (ii) EBITDA for the
                  Reference  Period with respect to such day to be more than the
                  ratio set forth below opposite such fiscal quarter:

                  Fiscal Quarter                                      Ratio

                  Fourth quarter of fiscal 1997                       5.75:1.00

                  First quarter of fiscal 1998                        5.70:1.00

                  Second quarter of fiscal 1998                       5.60:1.00

                  Third quarter of fiscal 1998                        5.40:1.00

                  Fourth quarter of fiscal 1998                       5.75:1.00

                  Fiscal quarters from and including first
                  quarter of fiscal 1999 through and including
                  second quarter of fiscal 1999                       6.50:1.00

                  Third quarter of fiscal 1999                        6.45:1.00

                  Fiscal quarters from and including fourth
                  quarter of fiscal 1999 through and including
                  first quarter of fiscal 2000                        6.25:1.00

                  Second quarter of fiscal 2000 and all
                  fiscal quarters thereafter                          4.50:1.00"

                  (d)      Section 7.8 of the Credit  Agreement is hereby  
deleted in its entirety and the following is  substituted in lieu thereof:

                  "7.8  Limitation  on  Capital  Expenditures.  Make  during any
                  fiscal year during the term of this Agreement, or commit prior
                  to or during such fiscal year to make during such fiscal year,
                  any Capital  Expenditure,  including  any  expenditure  in the
                  ordinary course of business,  which exceeds, when added to all
                  other  Capital  Expenditures  made  during such fiscal year or
                  committed to be made during such fiscal year in the  aggregate
                  for the Parent and all its Subsidiaries, $35,000,000 in fiscal
                  year 1995,  $35,000,000  in fiscal year 1996,  $40,000,000  in
                  fiscal years 1997 and 1998 and  $30,000,000 in any fiscal year
                  thereafter;  provided,  that for fiscal year 2000 only,  up to
                  $5,000,000  not so expended in fiscal year 1999 may be carried
                  over for  expenditure  in fiscal year 2000.  It is  understood
                  that any amount so carried  over to fiscal  year 2000 shall be
                  deemed to be the amount expended first in fiscal year 2000."

         SECTION 1.04.  Representations and Warranties.  The Parent and the 
Borrower hereby represent and warrant to each Lender that:

                  (a) The  representations and warranties set forth in Section 4
         of the Credit Agreement,  and in each other Loan Document, are true and
         correct in all  material  respects  on and as of the date hereof and on
         and as of the Sixth  Amendment  Effective  Date (as  defined in Section
         1.05) with the same  effect as if made on and as of the date  hereof or
         the Sixth  Amendment  Effective Date, as the case may be, except to the
         extent such  representations and warranties  expressly relate solely to
         an earlier  date (in which  case such  representations  and  warranties
         shall have been true and correct in all material  respects on and as of
         such earlier date).

                  (b) Each of the Loan  Parties  is in  compliance  with all the
         terms  and  conditions  of the  Credit  Agreement  and the  other  Loan
         Documents  on its part to be  observed or  performed  and no Default or
         Event of Default has occurred or is continuing.

                  (c) The  execution,  delivery and  performance  by each of the
         Borrower  and the  Parent  of  this  Sixth  Amendment  have  been  duly
         authorized by such party.

                  (d) This Sixth  Amendment  constitutes  the  legal,  valid and
         binding obligation of each of the Borrower and the Parent,  enforceable
         against  it in  accordance  with  its  terms,  except  as  affected  by
         bankruptcy,   insolvency,   fraudulent   conveyance,    reorganization,
         moratorium or similar laws affecting creditors' rights generally.

                  (e) The  execution,  delivery and  performance  by each of the
         Borrower  and the Parent of this Sixth  Amendment  (i) do not  conflict
         with or violate (A) any provision of law, statute,  rule or regulation,
         or of the  certificate of  incorporation  or by-laws of the Borrower or
         the  Parent,  (B) any order of any  Governmental  Authority  or (C) any
         provision of any indenture,  agreement or other instrument to which the
         Borrower or the Parent is a party or by which it or any of its property
         may be bound and (ii) do not require any  consents  under,  result in a
         breach  of or  constitute  (with  notice  or  lapse  of time or both) a
         default under any such indenture, agreement or instrument.

         SECTION  1.05.   Effectiveness.   This  Sixth  Amendment  shall  become
effective  only upon  satisfaction  of the following  conditions  precedent (the
first date upon which each such condition has been satisfied being herein called
the "Sixth Amendment Effective Date"):

                  (a) The Administrative Agent shall have received duly executed
         counterparts of this Sixth Amendment which,  when taken together,  bear
         the authorized signatures of the Borrower,  the Parent and the Required
         Lenders.

                  (b)  (i) The  representations  and  warranties  set  forth  in
         Section 1.04 shall be true and correct on and as of the Sixth Amendment
         Effective  Date, (ii) no Default or Event of Default has occurred or is
         continuing  and (iii)  there  shall not be any  action  pending  or any
         judgment,  order or  decree in  effect  which is  likely  to  restrain,
         prevent or impose materially adverse conditions upon performance by any
         Loan Party of its obligations under the Loan Documents.

                  (c)  The  Borrower  shall  have  paid  in full  all  fees  and
         reasonable  expenses  in  connection  with the  Credit  Agreement,  the
         Amendment Fee Letter Agreement,  the Fee Letter Agreement and the other
         Loan Documents including, without limitation, the fees and expenses set
         forth in Sections 1.07 and 1.08 hereto.

                  (d) The Administrative  Agent shall have received from each of
         the Guarantors duly executed  Consents,  in the form attached hereto as
         Exhibit A, which bear the authorized signatures of such Guarantors.

                  (e) The Administrative Agent shall have received an opinion of
         counsel to the Borrower,  the Parent and the other Loan Parties in form
         and substance satisfactory to the Administrative Agent.

                  (f) The  Administrative  Agent shall have  received such other
         documents,  legal opinions,  instruments  and  certificates as it shall
         reasonably   request  and  such  other   documents,   legal   opinions,
         instruments  and  certificates   shall  be  satisfactory  in  form  and
         substance to the  Administrative  Agent and its counsel.  All corporate
         and  other  proceedings  taken or to be taken in  connection  with this
         Sixth Amendment and all documents  incidental  thereto,  whether or not
         referred to herein,  shall be satisfactory in form and substance to the
         Administrative Agent and its counsel.

         SECTION 1.06.  APPLICABLE LAW. THIS SIXTH  AMENDMENT  SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION  1.07.   Expenses.   The  Borrower  shall  pay  all  reasonable
out-of-pocket   expenses   incurred  by  the  Agents  in  connection   with  the
preparation,  negotiation,  execution  and  delivery  and  the  Agents'  and the
Lenders' enforcement of this Sixth Amendment, including, but not limited to, the
reasonable fees and  disbursements of counsel.  The agreements set forth in this
Section  1.07 shall  survive the  termination  of this Sixth  Amendment  and the
Amended Agreement.

         SECTION 1.08.  Fees.  The Borrower  shall pay (a) the Amendment Fee (as
defined in the Amendment to Credit Facility Fee Letter Agreement dated March 26,
1999 by the Borrower and the Parent to the Administrative  Agent (the "Amendment
Fee Letter  Agreement"))  and (b) the  Advisory  Fee to  NationsBanc  Montgomery
Securities LLC ("NMS") (as defined in the Fee Letter  Agreement  dated March 26,
1999 by the Borrower and the Parent to NMS (the "Fee Letter Agreement")).

         SECTION  1.09.  Counterparts.  This Sixth  Amendment  may  be  executed
in  any  number of  counterparts,  each of  which  shall constitute an  original
but all of which when taken together shall constitute but one agreement.

         SECTION 1.10. Reference to and Effect on the Loan Documents. (a) On and
after  the  Sixth  Amendment  Effective  Date,  each  reference  in the  Amended
Agreement  to "this  Agreement",  "hereunder",  "hereof" or words of like import
referring  to the  Credit  Agreement,  and  each  reference  in the  other  Loan
Documents to "the Credit  Agreement",  "thereunder",  "thereof" or words of like
import referring to the Credit  Agreement,  shall mean and be a reference to the
Amended Agreement as amended by this Sixth Amendment.

                  (b) Each of the amendments  provided herein shall apply and be
         effective only with respect to the  provisions of the Credit  Agreement
         specifically  referred  to by such  amendment.  Except as  specifically
         amended above, the Credit Agreement and the Revolving Credit Notes, and
         all other Loan  Documents,  are and shall  continue to be in full force
         and effect and are hereby in all respects ratified and confirmed.

                  (c) Except as  specifically  provided  above,  the  execution,
         delivery and effectiveness of this Sixth Amendment shall not operate as
         a waiver of any right,  power or remedy of any Lender, any Agent or any
         Secured Party under any of the Loan Documents,  nor constitute a waiver
         of any provision of any of the Loan Documents.


         IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be duly executed by their duly authorized officers,  all as of the date first
above written.

                        INTERNATIONAL MILL SERVICE, INC.


                        By:  /s/ WILLIAM B. DAVIS
                           ------------------------------------
                     Title:  Vice President & Treasurer


                        ENVIROSOURCE, INC.


                        By:  /s/ WILLIAM B. DAVIS
                           ------------------------------------
                     Title:  Vice President & Treasurer


                        NATIONSBANK, N.A., as Administrative
                        Agent, as Issuing Lender, as Swingline Lender
                        and as a Lender


                        By:  /s/ JOHN W. POCALYKO
                           ------------------------------------
                     Title:  Managing Director


                        CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent 
                        and as a Lender


                        By:  /s/ ATTILA KOC
                           ------------------------------------
                     Title:  Senior Vice President

                        PARIBAS, as a Lender


                        By:  /s/ CHRISTOPHER S. GOODWIN
                           ------------------------------------
                     Title:  Director

                        By:  /s/ CHARLES N. ROLFE
                           ------------------------------------
                     Title:  Director

                        ROYAL BANK OF CANADA


                        By:  /s/ JOHN D'ANGELO
                           ------------------------------------
                     Title:  Manager

<PAGE>

                                    EXHIBIT A


                                     CONSENT

                                                      Dated as of March 26, 1999


         Each of the  undersigned,  as a Guarantor  under one of the Guarantees,
dated as of December 19, 1995 (each,  a  "Guarantee")  in favor of the Agent for
the Lenders parties to the Credit  Agreement  referred to in the foregoing Sixth
Amendment, hereby consents to the Sixth Amendment and hereby confirms and agrees
that (i) the Guarantee to which such Guarantor is a party is, and shall continue
to be, in full force and  effect and is hereby  ratified  and  confirmed  in all
respects except that, upon the  effectiveness  of, and on and after the date of,
the Sixth  Amendment,  each reference in such Guarantee to the Loan Documents or
any thereof, "thereunder", "thereof" or words of like import shall mean and be a
reference to the Loan  Documents or such Loan  Document as amended  prior to the
date of and by the Sixth  Amendment and (ii) the Security  Documents (as defined
in the Credit  Agreement  referred to in the foregoing Sixth Amendment) to which
such  Guarantor is a party and all of the Collateral  described  therein do, and
shall  continue  to,  secure the payment of all of the  Obligations  (as defined
therein).


                        IMS STEEL SERVICES, INC.


                        By:
                           ------------------------------------
                     Title:


                        CONVERSION SYSTEMS, INC.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSOURCE MANAGEMENT CORP.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSAFE SERVICES OF IDAHO, INC.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSAFE SERVICES OF NORTH AMERICA, INC.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSAFE SERVICES OF OHIO, INC.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSAFE SERVICES OF TEXAS, INC.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSOURCE CORP.


                        By:
                           ------------------------------------
                     Title:


                        ENVIROSOURCE TECHNOLOGIES, INC.


                        By:
                           ------------------------------------
                     Title:


                        ETDS, INC.


                        By:
                           ------------------------------------
                     Title:


                        IU INTERNATIONAL CORPORATION


                        By:
                           ------------------------------------
                     Title:


                        IU NORTH AMERICA FINANCE, INC.


                        By:
                           ------------------------------------
                     Title:


                        IU NORTH AMERICA, INC.


                        By:
                           ------------------------------------
                     Title:


                        MARCUS HOOK PROCESSING, INC.


                        By:
                           ------------------------------------
                     Title:



                        McGRAW CONSTRUCTION COMPANY, INC.


                        By:
                           ------------------------------------
                     Title:


                        NEOAX INVESTMENT CORP.


                        By:
                           ------------------------------------
                     Title:

                        NOSROC CORP.


                        By:
                           ------------------------------------
                     Title:


                        SONCOR CORP.


                        By:
                           ------------------------------------
                     Title:


                        IMS WAYLITE INC.


                        By:
                           ------------------------------------
                     Title: