<PAGE>


                                                                  EXHIBIT 4.1(F)


              THIS DOCUMENT IS SUBJECT TO A CONFIDENTIAL TREATMENT
                      REQUEST PURSUANT TO RULE 24B-2 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                            AMENDMENT AGREEMENT NO. 6
                             TO CREDIT AGREEMENT AND
                      EQUITY APPRECIATION RIGHTS AGREEMENT

         THIS AMENDMENT AGREEMENT (this "Amendment Agreement") is made and
entered into as of this 10th day of May, 2002, by and among INSTEEL INDUSTRIES,
INC., a North Carolina corporation (herein called the "Borrower"), BANK OF
AMERICA, N.A., a national banking association (the "Agent"), as Agent for the
lenders (the "Lenders") party to the Credit Agreement dated January 31, 2000 as
amended by the Amendment Agreement No. 1 to Credit Agreement dated January 12,
2001, by the Supplement to Amendment Agreement No. 1 to the Credit Agreement
effective January 12, 2001, by the Amendment Agreement No. 2 to Credit Agreement
dated May 21, 2001, by Amendment Agreement No. 3 to Credit Agreement dated
August 9, 2001, by Amendment Agreement No. 4 to Credit Agreement dated November
16, 2001 and by Amendment Agreement No. 5 to Credit Agreement dated January 28,
2002 (collectively the "Agreement"), and the Equity Appreciation Rights
Agreement dated May 21, 2001 (the "EAR Agreement"), among the Borrower, the
Agent, and the Lenders, and the UNDERSIGNED LENDERS.


                              W I T N E S S E T H:


         WHEREAS, the parties hereto have entered into the Agreement pursuant to
which the Lenders have agreed to make loans to the Borrower as evidenced by the
Notes (as defined in the Agreement) and to issue Letters of Credit for the
benefit of the Borrower; and

         WHEREAS, as a condition to the making of the loans pursuant to the
Agreement the Lenders have required that the Subsidiaries of the Borrower
guarantee payment of all Obligations of the Borrower arising under the
Agreement; and

         WHEREAS, the Borrower has requested that the Lenders further amend the
Agreement and amend the EAR Agreement in the manner described herein; and

         WHEREAS, the Lenders are willing to further amend the Agreement and
amend the EAR Agreement subject to the terms and conditions set forth herein;

         NOW, THEREFORE, the Borrower, the Agent and the Lenders do hereby agree
as follows:


                                       1


<PAGE>


         1.       Definitions. The term "Agreement" as used herein and in the
Loan Documents (as defined in the Agreement) shall mean the Agreement as
hereinafter amended and modified. The term "EAR Agreement" as used herein and in
the Loan Documents (as defined in the Agreement) shall mean the EAR Agreement as
hereinafter amended and modified. Unless the context otherwise requires, other
than paragraph 6, all terms used herein without definition shall have the
definition provided therefor in the Agreement. Unless the context requires
otherwise, all terms used herein in paragraph 6 without definition shall have
the definition provided therefor in the EAR Agreement.

         2.       Amendment to Agreement. Subject to the conditions set forth
herein, the Agreement is hereby amended, effective as of the date of this
Amendment No. 6 as follows:

                  (a)      Section 1.1 is hereby amended by adding the following
         new definitions thereto in the appropriate alphabetical order:

                           "`Amendment No. 6' means Amendment Agreement No. 6 to
                  Credit Agreement and Equity Appreciation Rights Agreement
                  which Amendment No. 6 is dated May 10, 2002;"

                           "`Applicable Period' means, (x) with respect to the
                  calculation of Consolidated EBITDA for purposes of determining
                  the Applicable Margin, the Four-Quarter Period most recently
                  ended for which the Borrower has delivered a certificate
                  pursuant to Section 9.1(a)(ii) and (b)(ii), (y) with respect
                  to the calculation of Consolidated EBITDA for purposes of
                  determining Excess EBITDA at any date, the Fiscal Year ending
                  on such date, and (z) with respect to the calculation of
                  Consolidated EBITDA for purposes of determining compliance
                  with Section 10.1(b) as at each of the dates set forth below,
                  the following periods of time ending at such date:

<TABLE>
<CAPTION>
                  Date                                Applicable Period
                  <S>                             <C>
                  June 1, 2002                    The 1 month period then ended
                  June 29, 2002                   The 2 month period then ended
                  August 3, 2002 and each         The 3 month period then ended
                  fiscal month end
                  thereafter "
</TABLE>

                           "`Excess EBITDA' means, for each of the Applicable
                  Periods set forth below, 75% of the amount by which
                  Consolidated EBITDA exceeds the amount set forth below
                  opposite each such period:

<TABLE>
<CAPTION>
                  Applicable Period                             Amount
                  <S>                                         <C>
                  Fiscal Year ending
                  September 28, 2002                          $21,051,800
</TABLE>


                                       2

<PAGE>


<TABLE>
                  <S>                                         <C>
                  Fiscal Year ending
                  September 27, 2003                          $16,654,000"
</TABLE>

                  (b)      The definition of "Applicable Margin" in Section 1.1
         is hereby further amended in its entirety so that as amended it shall
         read as follows:

                           "`Applicable Margin' means (a) with respect to the
                  Revolving Credit Facility, the following percentages per annum
                  based upon the Consolidated Leverage Ratio for the Applicable
                  Period as set forth in the most recent compliance certificate
                  received by the Agent:


<TABLE>
<CAPTION>
                                         Pricing                                         Applicable
                                          Level        Consolidated Leverage Ratio         Margin
                                          -----        ---------------------------       ----------
                                          <S>          <C>                               <C>
                                            1                    < 4.00:1                   2.00%
                                                                 -
                                            2             >4.00:1 but < 4.50:1              2.50%
                                                                      -
                                            3              >4.50:1 but < 5.00:1             3.00%
                                                                       -
                                            4                    >5.00:1                    3.50%
</TABLE>

                                    Any increase or decrease in the Applicable
                                    Margin resulting from a change in the
                                    Consolidated Leverage Ratio shall become
                                    effective as of the first Business Day
                                    immediately following the date a compliance
                                    certificate is delivered pursuant to Section
                                    9.1(a); provided, however, that if a
                                    compliance certificate is not delivered when
                                    due in accordance with such Section, then
                                    Pricing Level 4 shall apply as of the first
                                    Business Day after the date on which such
                                    compliance certificate was required to have
                                    been delivered. The Applicable Margin in
                                    effect from May 6, 2002 through July 15,
                                    2002 shall be determined based upon Pricing
                                    Level 2, and

                  (b) with respect to the Term Loan Credit Facility, 7% per
                  annum for any Term Loan Outstandings in excess of $40,635,000
                  and for each of the periods set forth below that percent per
                  annum set forth opposite each such period for all other Term
                  Loan Outstandings:

<TABLE>
<CAPTION>
                                                    Period                         Applicable Margin
                                   <S>                                             <C>
                                   May 6, 2002 through December 31, 2002                 3.75%

                                   January 1, 2003 through October 15, 2003              4.00%
</TABLE>


                  (c)      The definition of "Consolidated EBITDA" in Section
         1.1 is hereby amended in its entirety so that as amended it shall read
         as follows:


                           "`Consolidated EBITDA' means, with respect to the
                           Borrower and its Subsidiaries for any Applicable
                           Period ending on the date of computation thereof, the
                           sum of, without duplication, (i) Consolidated Net
                           Income, plus any losses or minus any gains associated
                           with the closing, restructuring,

                                       3

<PAGE>


                           sale, lease, transfer or other disposition of any
                           assets related to the Jacksonville, Florida,
                           Fredericksburg, Virginia, Andrews, South Carolina and
                           Gallatin, Tennessee facilities, (ii) Consolidated
                           Interest Expense, (iii) taxes on income, (iv)
                           amortization, (v) depreciation, (vi) Amendment Fees
                           payable to Lenders when and to the extent actually
                           paid and other actual cash expenses paid in each case
                           in connection with Amendment No. 6, the aggregate of
                           such fees and expenses not to exceed $[*], all
                           determined on a consolidated basis in accordance with
                           GAAP applied on a Consistent Basis."

                  (d)      The definition of "Stated Termination Date" in
         Section 1.1 is hereby further amended in its entirety so that as
         amended it shall read as follows:

                           "`Stated Termination Date' means October 15, 2003."

                  (e)      The definition of "Term Loan Maturity Date" in
         Section 1.1 is hereby amended in its entirety so that as amended it
         shall read as follows:

                           "`Term Loan Maturity Date' means October 15, 2003."

                  (f)      The definition of "Total Revolving Credit Commitment"
         in Section 1.1 is hereby amended in its entirety so that as amended it
         shall read as follows:

                           "`Total Revolving Credit Commitment' means
                           $50,000,000 and shall be subject to reduction from
                           time to time in accordance with Section 2.2(e) and
                           subject to further reduction by $8,000,000 on the
                           earlier to occur of (i) the Asset Disposition of the
                           Andrews, South Carolina facility and (ii) July 31,
                           2002."

                  (g)      Section 2.1(c) is hereby amended in its entirety so
         that as amended it shall read as follows:

                           "(c) Payment of Principal. The principal amount of
                  the Term Loan shall be repaid in monthly installments on the
                  dates and in the amounts set forth below:

<TABLE>
<CAPTION>
                                           Date                                  Amount
                                           ----                                  ------
                                       <S>                                      <C>
                                       May 31, 2002                             $300,000
                                       June 30, 2002                            $300,000
                                       July 31, 2002                            $700,000
                                       August 31, 2002                          $700,000
                                       September 30, 2002                       $700,000
</TABLE>

--------
  [*] Confidential portion has been omitted and filed separately with the
Commission.


                                       4

<PAGE>

<TABLE>
                                       <S>                                      <C>
                                       October 31, 2002                         $100,000
                                       November 30, 2002                        $100,000
                                       December 31, 2002                        $100,000
                                       January 31, 2003                         $200,000
                                       February 28, 2003                        $200,000
                                       March 31, 2003                           $200,000
                                       April 30, 2003                           $300,000
                                       May 31, 2003                             $300,000
                                       June 30, 2003                            $300,000
                                       July 31, 2003                            $400,000
                                       August 31, 2003                          $400,000
                                       September 30, 2003                       $400,000
</TABLE>

                  provided, however, that the entire amount of Term Loan
                  Outstandings shall be due and payable in full on the Term Loan
                  Termination Date."

                  (h)      Section 2.1(e) is hereby amended in its entirety so
         that as amended it shall read as follows:

                           "(e)     Mandatory Prepayments. In addition to the
                  required payments of principal of the Term Loan set forth in
                  Section 2.1(c) and any optional payments of principal of the
                  Term Loan or reductions of the Revolving Credit Facility
                  effected under Section 2.1(d) or Section 2.2(e), the Borrower
                  shall make, or shall cause each applicable Subsidiary to make,
                  a prepayment from the proceeds of (i) each private or public
                  offering of equity securities of the Borrower or any
                  Subsidiary (other than securities issued to the Borrower or a
                  Guarantor) in an amount equal to fifty percent (50%) of the
                  Net Proceeds of each issuance of equity securities of the
                  Borrower or any Subsidiary (including without limitation any
                  security not constituting Indebtedness exchangeable,
                  exercisable or convertible for or into equity securities),
                  (ii) the issuance of any Indebtedness for Money Borrowed
                  permitted by the Required Lenders, in an amount equal to one
                  hundred percent (100%) of the Net Proceeds from the issuance
                  of such Indebtedness excluding Indebtedness permitted to be
                  issued under Section 10.5(a), (iii) each Asset Disposition
                  permitted under Section 10.6(b), (c), (f) and (g) in an amount
                  equal to one hundred percent (100%) of the Net Proceeds of
                  such Asset Disposition, (iv) one hundred percent (100%) of the
                  amount of any Price Adjustment received by the Borrower, (v)
                  one hundred percent (100%) of the amount of any tax refund
                  from all federal, state and local tax returns filed by the
                  Borrower and each of its Subsidiaries, and (vi) seventy-five
                  percent (75%) of the Excess EBITDA, each such prepayment
                  (other than Excess EBITDA) to be made within fifteen (15)
                  Business Days of receipt of such proceeds, and with respect to
                  (vi), within fifteen (15) Business Days after the delivery of
                  the financial statements pursuant to Section 9.1(a), and upon
                  not less than five (5) Business Days' written notice to the
                  Agent, which notice shall include a certificate of an
                  Authorized Representative setting forth in reasonable detail
                  the calculations utilized in computing the amount of such
                  prepayment; provided, that the required

                                       5

<PAGE>


                  Excess EBITDA payment due within such 15 day period shall be
                  an amount equal to the sum of cash and cash equivalents of the
                  Borrower and its Subsidiaries and availability under the
                  Revolving Credit Facility minus $8,500,000, with the balance
                  of such Excess EBITDA to be due and payable in three equal
                  installments on the first Business Day of April, May and June.

                           The Agent shall give each Lender, within one (1)
                  Business Day, telefacsimile notice of each notice of
                  prepayment described in this Section 2.1(e). All mandatory
                  prepayments made pursuant to this Section 2.1(e) shall be
                  applied (i) to installments of principal of the Term Loan in
                  inverse order of their maturities (as adjusted to give effect
                  to any prior payments or prepayments of principal), and (ii)
                  in the event that the Term Loan shall have been fully repaid,
                  to the Revolving Credit Outstandings; provided that the Total
                  Revolving Credit Commitment shall not be permanently reduced
                  by any such prepayment except that prepayments of Revolving
                  Credit Outstandings pursuant to Section 2.1(e)(iii) above
                  shall permanently reduce the Total Revolving Credit Commitment
                  by the amount of such prepayment.

                           Notwithstanding the foregoing, (x) the Net Proceeds
                  received from the sale of Inventory, other than in the
                  ordinary course of business, or Accounts Receivable shall be
                  applied as repayments of the Revolving Credit Outstandings to
                  permanently reduce the Total Revolving Credit Commitment, and
                  (y) the Net Proceeds received from the Asset Disposition of
                  the Andrews, South Carolina facility shall be applied in the
                  following manner: first, $1,400,000 shall be applied as a
                  prepayment to the Term Loan Outstandings, and second, the
                  remaining Net Proceeds from such Asset Disposition shall be
                  applied as repayments of the Revolving Credit Outstandings."

                  (i)      Section 9.1(g) is amended in its entirety so that as
         amended it shall read as follows:

                           "(g)     as soon as practicable and in any event
                           within 15 days after the end of each fiscal month
                           deliver to the Agent (i) an Accounts Receivable trial
                           balance aged from the date of invoice, (ii) an
                           accounts payable trial balance aged from the date of
                           invoice, (iii) a list of the Inventory summarized as
                           required by the Agent, and (iv) a compliance
                           certificate of an Authorized Representative
                           demonstrating compliance with Sections 10.1(a) and
                           (b), each of the foregoing to be in form and detail
                           acceptable to the Agent;"

                  (j)      Section 10.1(a) is amended in its entirety so that as
         amended it shall read as follows:

                           "(a)     Consolidated Net Worth. Permit Consolidated
                           Net Worth to be less than (i) $25,000,000 and (ii) as
                           at the last day of each fiscal quarter of the
                           Borrower ending after March 30, 2002 and until (but
                           excluding) the last day of the next following fiscal
                           quarter of the Borrower, the sum of (A) the amount of
                           Consolidated Net Worth required to be maintained


                                       6

<PAGE>


                           pursuant to this Section 10.1(a) as at the end of the
                           immediately preceding fiscal quarter (or, in the case
                           of the computation for the quarter ended March 30,
                           2002, $25,000,000, plus (B) 50% of Consolidated Net
                           Income (with no reduction for net losses during any
                           period) for the fiscal quarter of the Borrower ending
                           on such day (including within "Consolidated Net
                           Income" certain items otherwise excluded, as provided
                           for in the definition of "Consolidated Net Income"),
                           plus (C) 100% of the aggregate amount of all
                           increases in the stated capital and additional
                           paid-in capital accounts of the Borrower resulting
                           from the issuance of equity securities or other
                           capital investments."

                  (k)      Section 10.1(b) is amended in its entirety so that as
         amended it shall read as follows:

                           "(b)     Consolidated EBITDA. Permit Consolidated
                  EBITDA for each of the Applicable Periods ending on the dates
                  set forth below to be less than the amount set forth opposite
                  each such date:

<TABLE>
<CAPTION>
                            APPLICABLE PERIOD                              AMOUNT
                            ------------------                             ------
                            <S>                                          <C>
                            June 1, 2002                                 $1,253,000
                            June 29, 2002                                 2,493,000
                            August 3, 2002                                4,108,000
                            August 31, 2002                               4,138,000
                            September 28, 2002                            4,021,000
                            November 2, 2002                              3,878,000
                            November 30, 2002                             3,343,000
                            December 28, 2002                             2,659,000
                            February 1, 2003                              2,170,000
                            March 1, 2003                                 2,286,000
                            March 29, 2003                                2,859,000
                            May 3, 2003                                   3,254,000
                            May 31, 2003                                  3,447,000
                            June 28, 2003                                 3,603,000
                            August 2, 2003                                3,675,000
                            August 30, 2003                               3,823,000
                            September 27, 2003                            3,749,000
</TABLE>


                  (l)      Section 10.3 is hereby amended in its entirety so
         that as amended it shall read as follows:

                           "Capital Expenditures. Make or become committed to
                           make Capital Expenditures which exceed in the
                           aggregate $2,000,000 for the Fiscal Year 2002, and
                           $3,000,000 for the Fiscal Year 2003."

         3.       Subsidiary Consents. Each Subsidiary of the Borrower that has
delivered a Guaranty to the Agent has joined in the execution of this Amendment
Agreement for the purpose


                                       7

<PAGE>


of (i) agreeing to the amendment to the Agreement and (ii) confirming its
guarantee of payment of all the Obligations.

         4.       Representations and Warranties. The Borrower hereby represents
and warrants that:

                  (a)      The representations and warranties made by Borrower
         in Article VIII of the Agreement are true on and as of the date hereof
         except that the financial statements referred to in Section 8.6(a)
         shall be those most recently furnished to each Lender pursuant to
         Section 9.1;

                  (b)      There has been no material adverse change in the
         condition, financial or otherwise, of the Borrower and its Subsidiaries
         since the date of the most recent financial reports of the Borrower
         received by each Lender under Section 9.1 thereof, other than changes
         in the ordinary course of business, none of which has been a material
         adverse change;

                  (c)      The business and properties of the Borrower and its
         Subsidiaries are not and have not been adversely affected in any
         substantial way as the result of any fire, explosion, earthquake,
         accident, strike, lockout, combination of workers, flood, embargo,
         riot, activities of armed forces, war or acts of God or the public
         enemy, or cancellation or loss of any major contracts; and

                  (d)      After giving effect to this Amendment Agreement
         (including the waivers by the Lenders set forth herein), no event has
         occurred and no condition exists which, upon the consummation of the
         transaction contemplated hereby, constitutes a Default or an Event of
         Default on the part of the Borrower under the Agreement, the Notes or
         any other Loan Document either immediately or with the lapse of time or
         the giving of notice, or both.

         5.       Deferral of Amendment Fee under Amendment No. 5. The
provisions regarding the Amendment Fee as set forth in paragraph 5 of Amendment
No. 5 are modified as follows: (i) payment of $[*] is due on each of July 31,
2002, October 31, 2002 and January 31, 2003 and (ii) payment of $[*] is due on
April 30, 2003. In the event all Obligations have been paid in full prior to the
date each payment shall be due, payment of such fees shall be waived.

         6.       Amendment to EAR Agreement. Subject to the conditions set
forth herein, the EAR Agreement is hereby amended, effective as of the date of
this Amendment No. 5 as follows:

                  (a)      Section 1.01 is hereby amended by adding the
         following new definition thereto in the appropriate alphabetical order:


--------
  [*] Confidential portion has been omitted and filed separately with the
Commission.


                                       8

<PAGE>


                           "Amendment No. 6" means Amendment Agreement No. 6 to
                  Credit Agreement and Equity Appreciation Rights Agreement
                  which Amendment No. 6 is dated May 6, 2002;"

                  (b)      The definition of "Exercise Period" in Section 1.01
         is hereby amended in its entirety so that as amended it shall read as
         follows:

                           "Exercise Period" means the period (a) beginning and
                  ending in the case of Section 2.02(b) and (c), upon payment in
                  full of all the Loans or (b) beginning on the earlier to occur
                  of (i) July 15, 2003 or (ii) occurrence of an Event of Default
                  under the Credit Agreement and ending on July 15, 2005;"

                  (c)      Section 2.02(a) is hereby amended in its entirety so
         that as amended is shall read as follows:

                           "(a)     The Borrower agrees to pay to the Agent for
                   the benefit of the Lenders the Rights Fee not later than
                   ninety (90) days next following the Exercise Date, provided
                   the Agent shall have given the Borrower notice of the
                   Exercise Date within ten (10) business days next following
                   delivery by the Borrower to the Agent of the financial
                   information required to be delivered to the Agent pursuant
                   to Section 9.1 of the Credit Agreement for the period ending
                   on such Exercise Date. The Rights Fee shall be in a maximum
                   amount of $[*] but in no event less than the greater of

                                    (i)      [*]; or

                                    (ii)    $[*];

                  (d)      Section 2.02(b) is hereby amended in its entirety so
         that as amended it shall read as follows:

                           "(b)     In the event all Obligations (as defined in
                  the Credit Agreement) have been paid in full by April 15, 2003
                  and the Facility Termination Date (as defined in the Credit
                  Agreement) shall have occurred by April 15, 2003, the Rights
                  Fee shall be $[*];"

                  (e)      Section 2.02(c) is hereby amended in its entirety so
         that as amended it shall read as follows:

                           "(c)     In the event all Obligations (as defined in
                  the Credit Agreement) have not been paid in full by April 15,
                  2003 but are paid in full by July 15, 2003 and the Facility
                  Termination Date (as defined in the Credit Agreement) shall
                  have


--------
  [*] Confidential portion has been omitted and filed separately with the
Commission.


                                       9

<PAGE>


                  occurred by July 15, 2003, the Rights Fee shall be in a
                  maximum amount of $[*] but in no event less than the greater
                  of:

                                    (i)     [*]; or

                                    (ii)    $[*]; and"

         7.       Conditions. This Amendment Agreement shall become effective
upon the Borrower delivering or causing to be delivered to the Agent the
following:

                  (i)      five (5) counterparts of this Amendment Agreement
         duly executed by the Borrower, the Agent and the Required Lenders and
         consented to by each of the Subsidiaries;

                  (ii)     copy of resolutions adopted by the Board of Directors
         of the Borrower and each Guarantor approving this Amendment Agreement
         and authorizing its execution certified by the Secretary or Assistant
         Secretary to be a true and correct copy duly adopted; and

                  (iii)    all other fees and expenses, including the Agent's
         fees, due in connection with this Amendment Agreement.

         8.       Acknowledgment; Release. The Borrower and the Guarantors
acknowledge that they have no existing defense, counterclaim, offset,
cross-complaint, claim or demand of any kind or nature whatsoever that can be
asserted to reduce or eliminate all or any part of any of their respective
liability to pay the full indebtedness outstanding under the terms of the
Agreement and any other Loan Documents which evidence, guaranty or secure the
Obligations. The Borrower and the Guarantors hereby release and forever
discharge the Agent, the Lenders and all of their officers, directors,
employees, attorneys, consultants and agents from any and all actions, causes of
action, debts, dues, claims, demands, liabilities and obligations of every kind
and nature, both in law and in equity, known or unknown, whether matured or
unmatured, absolute or contingent.

         9.       Costs and Expenses. The Borrower agrees to pay all costs and
expenses associated with the preparation, due diligence, administration and
enforcement of all documentation executed in connection with the Amendment
Agreement, including without limitation, the legal fees and out-of-pocket
expenses of counsel to the Agent. The Borrower also agrees to pay the expenses
of the Agent and the Lenders in connection with Collateral review, field audits
and retention of consultants.

         10.      Entire Agreement. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements among
the parties relative to such subject


--------
  [*] Confidential portion has been omitted and filed separately with the
Commission.


                                       10

<PAGE>


matter. No promise, conditions, representation or warranty, express or implied,
not herein set forth shall bind any party hereto, and no one of them has relied
on any such promise, condition, representation or warranty. Each of the parties
hereto acknowledges that, except as in this Amendment Agreement otherwise
expressly stated, no representations, warranties or commitments, express or
implied, have been made by any other party to the other. None of the terms or
conditions of this Amendment Agreement may be changed, modified, waived or
canceled orally or otherwise, except by writing, in the manner provided in the
Agreement, specifying such change, modification, waiver or cancellation of such
terms or conditions, or of any proceeding or succeeding breach thereof.

         11.      Full Force and Effect of Agreement. Except as hereby
specifically amended, modified or supplemented, the Agreement and all of the
other Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.

                  [Remainder of page intentionally left blank.]



                                       11


<PAGE>


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

                                            BORROWER:

                                            INSTEEL INDUSTRIES, INC.
WITNESS:

/s/ Howard O. Woltz Sr.                     By: /s/ H.O. Woltz III
---------------------------------              --------------------------------
Print Name: Howard O. Woltz Sr.             Name: H.O. Woltz III
           ----------------------                ------------------------------
                                            Title:  President
                                                  -----------------------------

/s/ Michael C. Gazmarian
---------------------------------
Print Name: Michael C. Gazmarian
            ---------------------


                                       12
<PAGE>


                                            GUARANTORS:

                                            INSTEEL WIRE PRODUCTS COMPANY
                                            INTERCONTINENTAL METALS CORPORATION
                                            FLORIDA WIRE AND CABLE, INC.

WITNESS:

/s/ Howard O. Woltz Sr.                     By: /s/ H.O. Woltz III
--------------------------------                -------------------------------
Print Name: Howard O. Woltz Sr.             Name: H.O. Woltz III
           ---------------------                  -----------------------------
                                            Title: President
                                                  -----------------------------
/s/ Michael C. Gazmarian
--------------------------------
Print Name: Michael C. Gazmarian
            --------------------


                                       13


<PAGE>


                                 BANK OF AMERICA, N.A., as Agent for the Lenders



                                 By: /s/ Michael J. Fey
                                     ------------------------------------------
                                 Name: Michael J. Fey
                                       ----------------------------------------
                                 Title: Senior Vice President
                                        ---------------------------------------



                                 BANK OF AMERICA, N.A., as a Lender



                                 By: /s/ Michael J. Fey
                                     ------------------------------------------
                                 Name: Michael J. Fey
                                       ----------------------------------------
                                 Title: Senior Vice President
                                       ----------------------------------------


                                       14


<PAGE>


                                    BRANCH BANKING AND TRUST COMPANY


                                    By: /s/ Richard C.F. Spencer
                                        ---------------------------------------
                                    Name:  Richard C.F. Spencer
                                          -------------------------------------
                                    Title: Senior Vice President
                                           ------------------------------------


                                       15


<PAGE>


                                      WACHOVIA BANK, NATIONAL ASSOCIATION


                                      By: /s/ Elizabeth D. Morris
                                          -------------------------------------
                                      Name:  Elizabeth D. Morris
                                             ----------------------------------
                                      Title:  Director
                                              ---------------------------------

                                       16

<PAGE>



                                    PNC BANK, N.A., as attorney in fact for
                                    NATIONAL BANK OF CANADA

                                    By: /s/ Jay Stein
                                       -------------------------------------
                                    Name:  Jay Stein
                                         -----------------------------------
                                    Title: Vice President
                                           ---------------------------------

                                       17