from S-4 63 pages Agreement and Plan of Merger by and Among Flag Holdings Corporation, Flag Acquisition Corporation, a Wholly Owned Subsidiary of Flag Holdings Corporation, and Metals USA, Inc. May 18, 2005

from S-4 7 pages Amended and Restated Certificate of Incorporation of Metals USA, Inc

from S-4 26 pages Amended and Restated Bylaws of Metals USA, Inc. *As Amended by Amendment No. 1 Effective 5-17-2004 (See Attachment a to Amended and Restated Bylaws) Amended and Restated Bylaws of Metals USA, Inc

from S-4 8 pages Certificate of Incorporation of Flag Intermediate Holdings Corporation

from S-4 9 pages Meetings of Stockholders

from S-4 2 pages Form of Common Stock Certificate

from S-4 181 pages Loan and Security Agreement Dated as of November 30, 2005 Among Each of the Financial Institutions Party Hereto, as the Lenders, Credit Suisse, as the Administrative Agent, Bank of America, N.A., as the Collateral Agent, Flag Intermediate Holdings Corporation, Flag Acquisition Corporation (To Be Merged With and Into Metals USA, Inc.), and Certain of Its Subsidiaries Party Hereto Credit Suisse, as Sole Bookrunner, Credit Suisse and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of America, N.A. and General Electric Capital Corporation, as Co-Syndication Agents, and Wachovia Bank, National Association and Wells Fargo Foothill, LLC, as Co-Documentation Agents

from S-4 170 pages Flag Acquisition Corporation (To Be Merged With and Into Metals USA, Inc.), as Issuer the Guarantors Named Herein 111/8% Senior Secured Notes Due 2015 Indenture Dated as of November 30, 2005 Wells Fargo Bank, N.A., as Trustee and Notes Collateral Agent

from S-4 28 pages $275,000,000 Metals USA, Inc. 111/8% Senior Secured Notes Due 2015 Registration Rights Agreement

from S-4 9 pages Supplemental Indenture (This “Supplemental Indenture”), Dated as of November 30, 2005, Among Metals USA, Inc., a Delaware Corporation (Or Its Permitted Successor) (“Metals”), Each of the Parties Identified as an Additional Subsidiary Guarantor on the Signature Pages Hereto (Each, an “Additional Subsidiary Guarantor” and Collectively, the “Additional Subsidiary Guarantors”), Wells Fargo Bank, N.A., as Trustee (The “Trustee”) and Wells Fargo Bank, N.A., as Notes Collateral Agent (The “Notes Collateral Agent”) Under the Indenture

from S-4 5 pages Supplemental Indenture

from S-4 4 pages Opinion of Akin Gump Strauss Hauer & Feld Llp

from S-4 16 pages Whereas, Pursuant to an Agreement and Plan of Merger (The “Merger Agreement”) Made and Entered Into as of the 18th Day of May, 2005, by and Among Flag Holdings Corporation, a Delaware Corporation (“Parent”), the Merger Sub, a Wholly Owned Subsidiary of Parent, and Metals USA, Inc. (The “Company”), Parent Will Acquire All of the Capital Stock of the Company by Merging (The “Merger”) the Merger Sub With and Into the Company (The “Transaction”); Whereas, Concurrently With the Execution of the Merger Agreement, as a Condition and Inducement to Parent’s and the Merger Sub’s Willingness to Enter Into the Merger Agreement, the Merger Sub Is Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company, as the Surviving Corporation (As That Term Is Defined in the Merger Agreement) in the Merger, Desires to Employ Goncalves and Goncalves Desires to Be Employed by the Company; Whereas, the Company and Goncalves Are Parties to That Certain Employment Agreement Dated February 18, 2003 (The “Prior Agreement”); and Whereas, Goncalves, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 188,000 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 15 pages Whereas, Pursuant to an Agreement and Plan of Merger (The “Merger Agreement”) Made and Entered Into as of the 18th Day of May, 2005, by and Among Flag Holdings Corporation, a Delaware Corporation (“Parent”), the Merger Sub, and Metals USA, Inc. (The “Company”), Parent Will Acquire All of the Capital Stock of the Company by Merging (“The Merger”) Merger Sub With and Into the Company (The “Transaction”); Whereas, Concurrently With the Execution of the Merger Agreement, as a Condition and Inducement to Parent’s and the Merger Sub’s Willingness to Enter Into the Merger Agreement, the Merger Sub Is Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company, as the Surviving Corporation (As That Term Is Defined in the Merger Agreement) in the Merger, Desires to Employ Hageman and Hageman Desires to Be Employed by the Company; and Whereas, Hageman, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 37,500 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 15 pages Whereas, Pursuant to an Agreement and Plan of Merger (The “Merger Agreement”) Made and Entered Into as of the 18th Day of May, 2005, by and Among Flag Holdings Corporation, a Delaware Corporation (“Parent”), the Merger Sub, a Wholly Owned Subsidiary of Parent, and Metals USA, Inc. (The “Company”), Parent Will Acquire All of the Capital Stock of the Company by Merging (The “Merger”) Merger Sub With and Into the Company (The “Transaction”); Whereas, as a Further Inducement to Parent’s and the Merger Sub’s Entry Into the Merger Agreement, the Merger Sub Is Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company Desires, as the Surviving Corporation (As That Term Is Defined in the Merger Agreement) in the Merger, to Employ McPherson and McPherson Desires to Be Employed by the Company; and Whereas, McPherson, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 27,000 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 9 pages Severance Agreement - Roger Krohn

from S-4 9 pages Severance Agreement - David Martens

from S-4 9 pages Severance Agreement - Joe Longo

from S-4 17 pages Flag Holdings Corporation Amended and Restated 2005 Stock Incentive Plan

from S-4 7 pages Each of Flag Holdings and the Company Desires to Avail Itself of Apollo’s Expertise and Consequently Has Requested That Apollo Make Such Expertise Available From Time to Time in Rendering Certain Management Consulting and Advisory Services Related to the Business and Affairs of the Company and Its Subsidiaries and Affiliates and the Review and Analysis of Certain Financial and Other Transactions. Apollo, Flag Holdings and the Company Agree That It Is in Their Respective Best Interests to Enter Into This Agreement Whereby, for the Consideration Specified Herein, Apollo Shall Provide Such Services as Independent Consultant to the Company. Now, Therefore, in Consideration of the Mutual Covenants Hereinafter Set Forth, the Company, Flag Holdings and Apollo Agree as Follows: Section 1. Retention of Apollo. the Company Hereby Retains Apollo, and Apollo Accepts Such Retention, Upon the Terms and Conditions Set Forth in This Agreement. Section 2. Term

from S-4 2 pages $50,000 Annual Retainer for Director $ 2,000 Director’s Fee for Attendance in Person or by Phone at a Board Meeting $10,000 Annual Fee for Chairman of Audit Committee $ 2,000 Director’s Fee for Attendance in Person or by Phone at a Committee Meeting (Unless on Same Day as Board Meeting) All Reasonable Out of Pocket Expenses, Including, Without Limitation, Travel Expenses Will Be Reimbursed Upon Submission of Support Documentation

from S-4 2 pages Statement Re Computation of Ratios

from S-4 2 pages List of Subsidiaries

from S-4 2 pages Consent of Deloitte & Touche Llp

from S-4 9 pages Statement of Eligibility on Form T-1

from S-4 20 pages Letter of Transmittal

from S-4 5 pages Notice of Guaranteed Delivery Metals USA, Inc. Offer to Exchange 11 1/8% Senior Secured Notes Due 2015 for Any and All Outstanding 11 1/8% Senior Secured Notes Due 2015

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