Pledge and Irrevocable Proxy Security Agreement - Wells Fargo Bank NA and Schuff International Inc.


                 PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT

         THIS PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT is made and
entered into as of the 27th day of September, 2001, by SCHUFF INTERNATIONAL,
INC., a Delaware corporation (hereinafter called "Pledgor"), whose chief
executive office (or residence if Pledgor is an individual without an office) is
located at 420 South 19th Avenue, Phoenix, Arizona 85009, in favor of WELLS
FARGO BANK, NATIONAL ASSOCIATION, and its successors and assigns, for itself and
as agent for one or more Lenders (as hereinafter defined) (hereinafter called
"Secured Party"), whose address is 100 West Washington, Phoenix, Arizona 85003,
Attention: John Helms #S4101-251.

1.       RECITALS

         1.1 Secured Party has agreed to make certain financial accommodations
to Pledgor.

         1.2 Secured Party's agreement to make financial accommodations to
Pledgor is conditioned upon Secured Party's receiving a pledge and security
interest in all stock and securities issued by the corporations listed on 
Schedule A attached hereto (hereinafter when referred to in this
capacity called the "Company"), now owned or hereafter acquired by Pledgor.

         1.3 Pledgor is the owner of shares of the stock of each Company as 
shown on Schedule A that Pledgor desires to pledge to Secured Party in
connection with Secured Party's financial accommodations to Pledgor.

2.       PLEDGE OF STOCK

         2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured
Party and grants Secured Party a security interest in all issued and outstanding
stock in the Company now owned or hereafter acquired by Pledgor, including
without limitation the stock described on Schedule "A" attached hereto and by
this reference made a part hereof, together with all earnings thereon, all
additions thereto, all proceeds thereof from sale or otherwise, all
substitutions therefor, and all securities issued with respect thereto as a
result of any stock dividend, stock split, warrants or other rights,
reclassification, readjustment or other change in the capital structure of the
Company, and the securities of any corporation or other properties received upon
the conversion or exchange thereof pursuant to any merger, consolidation,
reorganization, sale of assets or other agreement or received upon any
liquidation of the Company or such other corporation (all hereinafter called the
"Pledged Securities").

         2.2 Upon the execution of this Agreement, Pledgor shall deliver to
Secured Party certificates for the Pledged Securities, together with appropriate
stock transfer powers therefor duly executed by Pledgor in blank in the form of
Exhibit "1" attached hereto. Immediately upon receipt, Pledgor shall deliver to
Secured Party all certificates and other evidences of the Pledged Securities
that come into the possession, custody or control of Pledgor, together with
appropriate stock transfer powers therefor duly executed by Pledgor in blank,
and any other property constituting part of the Pledged Securities, free and
clear of any prior lien, claim, charge or encumbrance.


         2.3 Secured Party may receive, hold and/or dispose of the Pledged
Securities subject and pursuant to all the terms, conditions and provisions
hereof and of the Loan Agreement (defined below) until the Obligation (defined
below) has been discharged in full. Secured Party is hereby authorized and
empowered to take any and all action with respect to such property as authorized
hereunder. In its discretion and without notice to Pledgor, Secured Party may
take any one or more of the following actions, without liability except to
account for property actually received by it:

                  (a) transfer to or register in its name or the name of its
         nominee any of the Pledged Securities, with or without indication of
         the security interest herein created, and whether or not so transferred
         or registered, receive the income, dividends and other distributions
         thereon and hold them or apply them to the Obligation in any order of
         priority;

                  (b) exercise or cause to be exercised all voting and corporate
         powers with respect to any of the Pledged Securities so registered or
         transferred, including all rights of conversion, exchange, subscription
         or any other rights, privileges or options pertaining to such Pledged
         Securities, as if the absolute owner thereof;

                  (c)      insure any of the Pledged Securities;

                  (d) exchange any of the Pledged Securities for other property
         upon a reorganization, recapitalization or other readjustment and, in
         connection therewith, deposit any of the Pledged Securities with any
         committee or depositary upon such terms as the Secured Party may
         determine;

                  (e) in its name, or in the name of Pledgor, demand, sue for,
         collect or receive any money or property at any time payable or
         receivable on account of, or in exchange for, any of the Pledged
         Securities and, in connection therewith, endorse notes, checks, drafts,
         money orders, documents of title or other evidences of payment,
         shipment or storage in the name of Pledgor; and

                  (f) make any compromise or settlement deemed advisable with
         respect to any of the Pledged Securities.

Secured Party shall be under no duty to exercise, or to withhold the exercise
of, any of the rights, powers, privileges and options expressly or implicitly
granted to Secured Party in this Agreement, and shall not be responsible for any
failure to do so or delay in so doing.

3.       OBLIGATION SECURED

         This Agreement shall secure, in such order of priority as Secured Party
may elect:

                  (a) Payment of the aggregate sum of $15,000,000.00 according
         to the terms of those Revolving Promissory Notes dated June 30, 1998,
         each made by Schuff Steel Company, a Delaware corporation (the "Prior
         Borrower") to which


                                      -2-

         Pledgor is the successor in interest, payable respectively to the order
         of one of the Lenders, each evidencing a revolving line of credit, all
         or any part of which may be advanced to Pledgor, repaid by Pledgor and
         readvanced to Pledgor, from time to time, subject to the terms and
         conditions thereof, with interest thereon, extension and other fees,
         late charges, prepayment premiums and attorneys' fees, according to the
         terms thereof, and all extensions, modifications, renewals or
         replacements thereof (hereinafter called the "RLC Notes");

                  (b) Payment of the sum of $5,000,000.00, according to the
         terms of that Revolving Promissory Note dated June 30, 1998, made by
         the Prior Borrower, payable to the order of Secured Party as the Swing
         Line Lender, evidencing a revolving line of credit, all or any part of
         which may be advanced to Pledgor, repaid by Pledgor and readvanced to
         Pledgor, from time to time, subject to the terms and conditions
         thereof, with interest thereon, extension and other fees, late charges,
         prepayment premiums and attorneys' fees, according to the terms
         thereof, and all extensions, modifications, renewals or replacements
         thereof (hereinafter called the "Swing Line Note" and with the RLC
         Notes, the "Note");

                  (c) Payment, performance and observance by Pledgor of each
         covenant, condition, provision and agreement contained in that Credit
         Agreement dated June 30, 1998, by and between the Prior Borrower, and
         the lenders listed from time to time therein (collectively, the
         "Lenders"), and Secured Party, as Arranger, Administrative Agent,
         Issuing Bank and Swing Line Lender (hereinafter called the "Credit
         Agreement") and of all monies expended or advanced by Secured Party
         pursuant to the terms thereof or to preserve any right of Secured Party
         thereunder;

                  (d) Payment, performance and observance by Pledgor of each
         covenant, condition, provision and agreement contained herein and of
         all monies expended or advanced by Secured Party pursuant to the terms
         hereof, or to preserve any right of Secured Party hereunder, or to
         protect or preserve the Collateral or any part thereof; and

                  (e) Payment and performance of any and all other indebtedness,
         obligations and liabilities of Pledgor to Secured Party of every kind
         and character, direct or indirect, absolute or contingent, due or to
         become due, now existing or hereafter incurred, whether such
         indebtedness is from time to time reduced and thereafter increased or
         entirely extinguished and thereafter reincurred.

         All of the indebtedness and obligations secured by this Agreement are
hereinafter collectively called the "Obligation."

4.       REPRESENTATIONS AND WARRANTIES OF PLEDGOR

         Pledgor hereby represents and warrants that:

                                      -3-


         4.1 If Pledgor is a corporation, partnership or trust, it (i) is duly
organized, validly existing and in good standing under the laws of the state in
which it is organized; (ii) is qualified to do business and is in good standing
under the laws of each state in which it is doing business; (iii) has full power
and authority to own its properties and assets and to carry on its business as
now conducted; and (iv) is fully authorized and permitted to execute and deliver
this Agreement. The execution, delivery and performance by Pledgor of this
Agreement and all other documents and instruments relating to the Obligation
will not result in any breach of the terms and conditions of, nor constitute a
default under, any agreement or instrument under which Pledgor is a party or is
obligated. Pledgor is not in default in the performance or observance of any
covenants, conditions or provisions of any such agreement or instrument.

         4.2 The address of Pledgor set forth at the beginning of this Agreement
is the chief executive office of Pledgor (or Pledgor's residence if Pledgor is
an individual without an office).

         4.3 The Pledged Securities are and shall be duly and validly issued and
pledged in accordance with applicable law, and this Agreement shall not
contravene any law, agreement or commitment binding Pledgor or the Company, and
Pledgor shall defend the right, title, lien and security interest of Secured
Party in and to the Pledged Securities against the claims and demands of all
persons and other entities whatsoever.

         4.4 Pledgor has the right, power and authority to convey good and
marketable title to the Pledged Securities; and the Pledged Securities and the
proceeds thereof are and shall be free and clear of all claims, mortgages,
pledges, liens, encumbrances and security interest of every nature whatsoever
other than as imposed hereby or as set forth, if at all, on Schedule "A"
attached hereto.

5.       IRREVOCABLE PROXY

         5.1 Pledgor irrevocably constitutes and appoints Secured Party, whether
or not the Pledged Securities have been transferred into the name of Secured
Party or its nominee, as Pledgor's proxy with full power, in the same manner, to
the same extent and with the same effect as if Pledgor were to do the same, in
the sole discretion of Secured Party:

                  (a) To call a meeting of the stockholders of the Company and
         to vote the Pledged Securities, to seek the consent of such
         stockholders, to remove the directors of the Company, or any of them,
         and to elect new directors of the Company, who thereafter shall manage
         the affairs of the Company, operate its properties and carry on its
         business, and otherwise take any action with respect to the business,
         properties and affairs of the Company that such new directors shall
         deem necessary or appropriate, including, but not limited to, the
         maintenance, repair, renewal or alteration of any or all of the
         properties of the Company, the leasing, subleasing, sale or other
         disposition of any or all of such properties, the borrowing of money on
         the credit of the Company (whether from Secured Party or others) that
         in the judgment of such new directors shall be necessary to preserve
         any of such properties or to discharge the obligations of the Company,
         and the employment of any or all agents, attorneys, counsel, or other
         employees


                                      -4-

         as deemed by such new directors to be necessary for the proper
         operation or conduct of the business, properties and affairs of the
         Company;

                  (b) To consent to any and all actions by or with respect to
         the Company for which consent of the stockholders of the Company is or
         may be necessary or appropriate; and

                  (c) Without limitation, to do all things that Pledgor can do
         or could do as stockholder of the Company, giving Secured Party full
         power of substitution and revocation;

provided, however, that (i) the foregoing irrevocable proxy shall not be
exercisable by Secured Party, and Pledgor alone shall have the foregoing powers,
so long as there is no Event of Default hereunder, and (ii) this irrevocable
proxy shall terminate at such time as this Agreement is no longer in full force
and effect. The foregoing proxy is coupled with an interest sufficient in law to
support an irrevocable power and shall be irrevocable and shall survive the
death or incapacity of Pledgor. Pledgor hereby revokes any proxy or proxies
heretofore given to any person or persons and agrees not to give any other
proxies in derogation hereof until such time as this Agreement is no longer in
full force and effect.

6.       COVENANTS OF PLEDGOR

         6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of
any of the Pledged Securities or any interest therein without obtaining the
prior written consent of Secured Party and shall keep the Pledged Securities
free of all security interests or other encumbrances except the lien and
security interests granted herein.

         6.2 Pledgor shall pay when due all taxes, assessments, expenses and
other charges which may be levied or assessed against the Pledged Securities.

         6.3 Pledgor shall give Secured Party immediate written notice of any
change in Pledgor's name as set forth above and of any change in the location of
Pledgor's chief executive office (or residence if Pledgor is an individual
without an office).

         6.4 Pledgor, at its cost and expense, shall protect and defend the
Pledged Securities, this Agreement and all of the rights of Secured Party
hereunder against all claims and demands of other parties. Pledgor shall pay all
claims and charges that in the opinion of Secured Party might prejudice, imperil
or otherwise affect the Pledged Securities. Pledgor shall promptly notify
Secured Party of any levy, distraint or other seizure, by legal process or
otherwise, of all or any part of the Pledged Securities and of any threatened or
filed claims or proceedings that might in any way affect or impair the terms of
this Agreement.

         6.5 If Pledgor shall fail to pay any taxes, assessments, expenses or
charges, to keep all of the Pledged Securities free from other security
interests, encumbrances or claims, or to perform otherwise as required herein,
Secured Party may advance the monies necessary to pay the same or to so perform.

                                      -5-


         6.6 All rights, powers and remedies granted Secured Party herein, or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute discretion without any obligation to do
so. In addition, if, under the terms hereof, Secured Party is given two or more
alternative courses of action, Secured Party may elect any alternative or
combination of alternatives at its option and in its sole and absolute
discretion. All monies advanced by Secured Party under the terms hereof, all
amounts paid, suffered or incurred by Secured Party under the terms hereof and
all amounts paid, suffered or incurred by Secured Party in exercising any
authority granted herein, including reasonable attorneys' fees, shall be added
to the Obligation, shall be secured hereby, shall bear interest at the highest
rate payable on any of the Obligation until paid, and shall be due and payable
by Pledgor to Secured Party immediately without demand.

         6.7 Secured Party shall use such reasonable care in handling,
preserving and protecting the Pledged Securities in its possession as it uses in
handling similar property for its own account. Secured Party, however, shall
have no liability for the loss, destruction or disappearance of any Pledged
Securities unless there is affirmative proof of a lack of due care; the lack of
due care shall not be implied solely by virtue of any loss, destruction or
disappearance. Secured Party shall not be required to take any steps necessary
to preserve any rights in the Pledged Securities against prior parties or to
protect, perfect, preserve or maintain any security interest given to secure the
Pledged Securities.

         6.8 Immediately upon demand by Secured Party, Pledgor shall execute and
deliver to Secured Party such other and additional applications, acceptances,
stock powers, authorizations, irrevocable proxies, dividend and other orders,
chattel paper, instruments or other evidences of payment and such other
documents as Secured Party may reasonably request to secure to Secured Party the
rights, powers and authorities intended to be conferred upon Secured Party by
this Agreement. All assignments and endorsements by Pledgor shall be in such
form and substance as may be satisfactory to Secured Party.

7.       EVENTS OF DEFAULT; REMEDIES

         7.1 "Event of Default" hereunder shall mean any "Event of Default" as
defined in the Loan Agreement.

         7.2 Upon the occurrence of any Event of Default and at any time while
such Event of Default is continuing, Secured Party shall have the following
rights and remedies and may do one or more of the following:

             (a) Declare all or any part of the Obligation to be immediately due
       and payable, and the same, with all costs and charges, shall be
       collectible thereupon by action at law;

             (b) Transfer the Pledged Securities or any part thereof into its
       own name or that of its nominee so that Secured Party or its nominee may
       appear of record as the sole owner thereof;

                                      -6-


             (c) Vote any or all of the Pledged Securities and give all
       consents, waivers and ratifications in respect thereof and otherwise
       acting with respect thereto as though it were the absolute owner thereof;

             (d) Exercise any and all rights of conversion, exchange,
       subscription, or any other rights, privileges or options pertaining to
       any of the Pledged Securities including, but not limited to, the right to
       exchange, at its discretion, any or all of the Pledged Securities upon
       the merger, consolidation, reorganization, recapitalization or other
       readjustment of the Company or upon the exercise by Pledgor or Secured
       Party of any right, privilege or option pertaining to any of the shares
       of the Pledged Securities, and in connection therewith to deposit and
       deliver such shares of Pledged Securities with any committee, depository,
       transfer agent, registrar or any other agency upon such terms as Secured
       Party may determine without liability except to account for the property
       actually received by it;

             (e) Receive and retain any dividend or other distribution on
       account of the Pledged Securities; and

             (f) Sell any or all of the Pledged Securities in accordance with
       the provisions hereof;

but Secured Party shall have no duty to exercise any of the aforesaid rights,
privileges or options and shall not be responsible for any failure to do so or
delay in so doing. Pledgor waives all rights to be advised or to receive any
notices, statements or communications received by Secured Party or its nominee
as the record owner of all or any of the Pledged Securities. Any cash received
and retained by Secured Party as additional collateral hereunder may be applied
to payment in the manner provided in Subparagraph 7.3(c) below.

         7.3 In connection with Secured Party's right to sell any or all of the
Pledged Securities, upon the occurrence of any Event of Default and at any time
while such Event of Default is continuing:

                  (a) (i) Secured Party shall have the right at any time and
                  from time to time to sell, resell, assign and deliver, in its
                  discretion, all or any part of the Pledged Securities in one
                  or more units, at the same or different times, and all right,
                  title and interest, claim and demand therein, and right of
                  redemption thereof, at private sale, or at public sale to the
                  highest bidder for cash, upon credit or for future delivery,
                  Pledgor hereby waiving and releasing to the fullest extent
                  permitted by law any and all equity or right of redemption. If
                  any of the Pledged Securities are sold by Secured Party upon
                  credit or for future delivery, Secured Party shall not be
                  liable for the failure of the purchaser to purchase or pay for
                  same, and, in the event of any such failure, Secured Party may
                  resell such Pledged Securities. In no event shall Pledgor be
                  credited with any part of


                                      -7-

                  the proceeds of the sale of any Pledged Securities until cash
                  payment thereof has actually been received by Secured Party.

                           (ii) No demand, advertisement or notice, all of which
                  are hereby expressly waived, shall be required in connection
                  with any sale or other disposition of all or any part of the
                  Pledged Securities that threatens to decline speedily in value
                  or that is of a type customarily sold on a recognized market;
                  otherwise Secured Party shall give Pledgor at least five (5)
                  days' prior notice of the time and place of any public sale or
                  of the time after which any private sale or other dispositions
                  are to be made, which Pledgor agrees is reasonable, all other
                  demands, advertisements and notices being hereby waived. Upon
                  any sale, whether under this Agreement or by virtue of
                  judicial proceedings, Secured Party may bid for and purchase
                  any or all of the Pledged Securities and, upon compliance with
                  the terms of the sale, may hold, retain, possess and dispose
                  of such items in its own absolute right without further
                  accountability, and as purchaser at such sale, in paying the
                  purchase price, may turn in any note or notes held by Secured
                  Party in lieu of cash up to the amount that would, upon
                  distribution of the net proceeds of such sale in accordance
                  with Subparagraph 7.3(c) hereof, be payable to Secured Party.
                  In case the amount so payable thereon shall be less than the
                  amount due thereon, the note or notes turned in (in lieu of
                  cash) shall be returned to the holder thereof after being
                  properly stamped to show the partial payment effected by such
                  purchase.

                  (b) Pledgor recognizes that Secured Party may be unable to
         effect a sale to the public of all or a part of the Pledged Securities
         by reason of prohibitions contained in applicable securities laws, but
         may be compelled to resort to one or more sales to a restricted group
         of purchasers who will be obliged to agree, among other things, to
         acquire such Pledged Securities for their own account, for investment
         and not with a view to the distribution or resale thereof. Pledgor
         agrees that sales so made may be at prices and other terms less
         favorable to the seller than if such Pledged Securities were sold to
         the public, and that Secured Party has no obligation to delay sale of
         any such Pledged Securities for the period of time necessary to permit
         the issuer of such Pledged Securities to register the same for sale to
         the public under applicable securities laws. Pledgor agrees that
         negotiated sales made under the foregoing circumstances shall be deemed
         to have been made in a commercially reasonable manner.

                  (c) In all sales of Pledged Securities, public or private,
         Secured Party shall apply the proceeds of sale as follows:

                       (i) First, to the payment of all costs and expenses
                incurred hereunder or for the sale, transfer, or delivery,
                including broker's and attorneys' fees;



                                      -8-


                       (ii) Next to the payment of the Obligation; and

                       (iii) The balance, if any, to Pledgor or to the person or
                persons entitled thereto upon proper demand.

         7.4 Secured Party shall have the right, for and in the name, place and
stead of Pledgor, to execute endorsements, assignments or other instruments of
conveyance or transfer with respect to all or any of the Pledged Securities and
any instruments, documents and statements that Pledgor is obligated to furnish
or execute hereunder. Pledgor shall execute and deliver such additional
documents as may be necessary to enable Secured Party to implement such right.

         7.5 Pledgor shall pay all costs and expenses, including without
limitation court costs and reasonable attorneys' fees, incurred by Secured Party
in enforcing payment and performance of the Obligation or in exercising the
rights and remedies of Secured Party hereunder. All such costs and expenses
shall be secured by this Agreement and by all other lien and security documents
securing the Obligation. In the event of any court proceedings, court costs and
attorneys' fees shall be set by the court and not by jury and shall be included
in any judgment obtained by Secured Party.

         7.6 In addition to any remedies provided herein for an Event of
Default, Secured Party shall have all the rights and remedies afforded a secured
party under the Uniform Commercial Code and all other legal and equitable
remedies allowed under applicable law. No failure on the part of Secured Party
to exercise any of its rights hereunder arising upon any Event of Default shall
be construed to prejudice its rights upon the occurrence of any other or
subsequent Event of Default. No delay on the part of Secured Party in exercising
any such rights shall be construed to preclude it from the exercise thereof at
any time while that Event of Default is continuing. Secured Party may enforce
any one or more rights or remedies hereunder successively or concurrently. By
accepting payment or performance of any of the Obligation after its due date,
Secured Party shall not thereby waive the agreement contained herein that time
is of the essence, nor shall Secured Party waive either its right to require
prompt payment or performance when due of the remainder of the Obligation or its
right to consider the failure to so pay or perform an Event of Default.

8.       MISCELLANEOUS PROVISIONS

         8.1 The acceptance of this Agreement by Secured Party shall not be
considered a waiver of or in any way to affect or impair any other security that
Secured Party may have, acquire simultaneously herewith, or hereafter acquire
for the payment or performance of the Obligation, nor shall the taking by
Secured Party at any time of any such additional security be construed as a
waiver of or in any way to affect or impair the right and interest granted
herein; Secured Party may resort, for the payment or performance of the
Obligation, to its several securities therefor in such order and manner as it
may determine.

         8.2 Without notice or demand, without the necessity for any additional
endorsements, without affecting the obligations of Pledgor hereunder or the
personal liability of any person for payment or performance of the Obligation,
and without affecting the rights and interests granted


                                      -9-

herein, Secured Party, from time to time, may: (i) extend the time for payment
of all or any part of the Obligation, accept a renewal note therefor, reduce the
payments thereon, release any person liable for all or any part thereof, or
otherwise change the terms of all or any part of the Obligation; (ii) take and
hold other security for the payment or performance of the Obligation and
enforce, exchange, substitute, subordinate, waive or release any such security;
(iii) join in any extension or subordination agreement; or (iv) release any part
of the Pledged Securities from this Agreement.

         8.3 Pledgor waives and agrees not to assert: (i) any right to require
Secured Party to proceed against any guarantor, to proceed against or exhaust
any other security for the Obligation, to pursue any other remedy available to
Secured Party, or to pursue any remedy in any particular order or manner; (ii)
the benefits of any statute of limitations affecting the enforcement hereof;
(iii) the benefits of any legal or equitable doctrine or principle of
marshalling; (iv) demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment,
relating to the Obligation; and (v) any benefit of, and any right to participate
in, any other security now or hereafter held by Secured Party.

         8.4 The terms herein shall have the meanings in and be construed under
the Uniform Commercial Code. This Agreement shall be governed by and construed
according to the internal laws of the State of Arizona. Each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be void or
invalid, the same shall not affect the remainder hereof which shall be effective
as though the void or invalid provision had not been contained herein.

         8.5 No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement executed
by Pledgor and a duly authorized officer of Secured Party.

         8.6 This is a continuing agreement, which shall remain in full force
and effect until actual receipt by Secured Party of written notice of its
revocation as to future transactions and shall remain in full force and effect
thereafter until all of the Obligation incurred before the receipt of such
notice, and all of the Obligation incurred thereafter under commitments extended
by Secured Party before the receipt of such notice, shall have been paid and
performed in full.

         8.7 No setoff or claim that Pledgor now has or may in the future have
against Secured Party shall relieve Pledgor from paying or performing its
obligations hereunder.

         8.8 Time is of the essence hereof. If more than one Pledgor is named
herein, the word Pledgor shall mean all and any one or more of them, severally
and collectively. All liability hereunder shall be joint and several. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their heirs, personal representatives, successors and assigns. The
term "Secured Party" shall include not only the original Secured Party hereunder
but also any future owner and holder, including pledgees, of the note or notes
evidencing the Obligation. The provisions hereof shall apply to the parties
according to the context thereof and without regard to the number or gender of
words or expressions used.

                                      -10-


         8.9 All notices required or permitted to be given hereunder shall be in
writing and may be given in person or by United States mail, by delivery service
or by electronic transmission. Any notice directed to a party to this Agreement
shall become effective upon the earliest of the following: (i) actual receipt by
that party; (ii) delivery to the designated address of that party, addressed to
that party; or (iii) if given by certified or registered United States mail,
twenty-four (24) hours after deposit with the United States Postal Service,
postage prepaid, addressed to that party at its designated address. The
designated address of a party shall be the address of that party shown at the
beginning of this Agreement or such other address as that party, from time to
time, may specify by notice to the other parties.

         8.10 A carbon, photographic or other reproduced copy of this Agreement
and/or any financing statement relating hereto shall be sufficient for filing
and/or recording as a financing statement.

         IN WITNESS WHEREOF, these presents are executed as of the date
indicated above.

                                  SCHUFF INTERNATIONAL, INC.,
                                  a Delaware corporation



                                          By:  /s/ Michael R. Hill
                                             -----------------------------------
                                          Name:    Michael R. Hill
                                               ---------------------------------
                                          Title:   CFO
                                                --------------------------------

                                                                         PLEDGOR


                                      -11-




                                  SCHEDULE "A"

       All issued and outstanding shares of stock in the following corporations,
now or hereafter owned by Pledgor, which as of the date hereof consists of the
following shares of stock.

       Company                                    Stock Class      Shares No.
       -------                                    -----------      ----------

Schuff Steel Company, a Delaware corporation
Bannister Steel Inc., a California corporation
Addison Steel, Inc., a Florida corporation
Quincy Joist Company, a Florida corporation
Six Industries, Inc., a Texas corporation
Aitken, Inc., a Texas corporation
On-Time Steel Management, Inc., a Delaware corporation






                                   EXHIBIT "1"

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to __________________________________________, ____________ (_____)
shares of common stock of _____________________________________, a(n)
_______________corporation (the "Corporation"), represented by certificate
number __ in the name of the undersigned on the books of the Corporation.

        The undersigned does hereby irrevocably constitute and appoint any
officer of the Corporation as attorney to transfer said stock on the books of
the Corporation with full power of substitution in the premises.

        Dated as of _____________________.

                                         SCHUFF INTERNATIONAL, INC., a Delaware 
                                         corporation



                                         By:  /s/ Michael R. Hill
                                           -------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------