Zalman Melnik and Lea Melnik - Page 5

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          owned 58 percent and Zalman Melnik owned 42 percent of the 20,000           
          issued and outstanding HouTex shares.                                       
          HouTex Sale Negotiations and Annuity Agreement Discussions                  
               During the 1980s, Moshe Melnik approached a company called             
          Commercial Metals about the possibility of selling HouTex.                  
          Commercial Metals was not interested, however, in operating a               
          scrap metal business.                                                       
               In the 1990s, an individual named Larry White proposed a $2            
          million purchase price for HouTex.  The Melniks rejected the                
          proposal when they learned that a large portion of the purchase             
          price would be paid in promissory notes.                                    
               After his 1996 divorce, Moshe Melnik again considered                  
          selling HouTex and getting out of the scrap metal business.                 
          Sometime in 1996, Moshe Melnik attended a scrap dealer convention           
          in Las Vegas, where he heard about companies that were “rolling             
          up” small scrap metal companies into larger, publicly traded                
          companies.  After the convention, on a date that does not appear            
          in the record, Ben Jennings, the chairman of the board of                   
          directors and chief development officer for Metal Management,               
          Inc. (MMI), contacted Moshe Melnik.  MMI was engaged in the                 
          business of dismantling, processing, marketing, brokering, and              
          recycling both ferrous and nonferrous metals.  After preliminary            
          discussions, on a date that does not appear in the record, Mr.              
          Jennings came to Houston to evaluate HouTex, and initially he               






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