CONSENT AND SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

     THIS  CONSENT AND SECOND  AMENDMENT TO LOAN AND  SECURITY  AGREEMENT  (this
"Agreement") is entered into as of June 29, 1998, among UNIFRAX  CORPORATION,  a
Delaware  corporation  ("Borrower"),  BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION  (formerly known as Bank of America  Illinois),  an Illinois banking
corporation,  as a Lender and as Agent for the Lenders,  and National  City Bank
("NCB"), as a Lender.

     WHEREAS,  Borrower has requested that Agent amend the Loan Agreement  dated
October 30, 1996 (as amended from time to time, the "Loan Agreement") in various
respects,  and Agent has agreed to do so subject to the terms contained  herein;
and

     WHEREAS,  Borrower has requested that Agent consent to certain  prepayments
of subordinated debt;

     NOW  THEREFORE,  in  consideration  of the premises  and mutual  agreements
herein contained, the parties hereto agree as follows:

     1. DEFINED TERMS.  Unless otherwise defined herein,  capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement.

     2. CONSENT.  Subject to satisfaction of the conditions set forth in Section
5 below and  notwithstanding  the  restrictions set forth in Section 5.12 of the
Loan Agreement or any  restrictions  set forth in the  Subordination  Agreement,
Lenders  hereby  consent  to the  prepayment  by  Borrower  at any time prior to
December 31, 1998 of up to Ten Million Dollars ($10,000,000) in the aggregate of
the Seller  Subordinated Debt and/or the indebtedness owing by Borrower pursuant
to the  Senior  Notes  and  the  Senior  Note  Documents,  provided,  that  such
prepayment  shall only be permitted  and such consent shall only be effective in
the event that (1) Revolving  Loan  Availability  equals or exceeds Four Million
Dollars  ($4,000,000)  after giving effect to each such  prepayment,  (ii) after
giving effect to any such  prepayment,  on a pro forma basis Borrower remains in
compliance with all covenants set forth in the Loan Agreement  (including  those
covenants  set forth in Sections  5.26,  5.27,  5.28,  5.29 and 5.30 of the Loan
Agreement),  and (iii) no Unmatured  Event of Default or Event of Default exists
or would be caused thereby.

     3 . AMENDMENT TO LOAN AGREEMENT.  Subject to satisfaction of the conditions
set forth in Section 5 below, the Loan Agreement is hereby amended as follows:

          (a)  Section  1.1 of the Loan  Agreement  is hereby  amended  to
delete the  definition of  "Applicable  Margin" and to  substitute  therefor the
following definition:

               ""Applicable  Margin"  means,  with respect to any portion of the
          Revolving Loans  constituting a LIBOR Rate Loan, a percentage equal to
          one and one-half percent  (1.50%),  with respect to any portion of the
          Term Loan  constituting  a LIBOR Rate Loan, a percentage  equal to one
          and  three-quarters  percent  (1.75%),  with respect to any portion of
          Revolving Loans  constituting a Floating Rate Loan, a percentage equal
          to negative one-quarter of one percent ((0.25%)),  and with respect to
          any  portion of the Term Loan  constituting  a Floating  Rate Loan,  a
          percentage equal to zero percent (O%);  provided,  that the Applicable
          Margin for  Revolving  Loans and the Term Loan will be adjusted on the
          first  day of each  calendar  quarter,  commencing  on  July 1,  1998,
          depending  on the  Leverage  Ratio  on the  last  day of the  calendar
          quarter immediately preceding such calendar quarter, as follows:

<TABLE>
<CAPTION>

                         Applicable LIBOR    Applicable LIBOR    Applicable Floating      Applicable Floating
                         Margin for the      Margin for the      Margin for the           Margin for the
Leverage Ratio           Revolving Loans     Term Loan           Revolving Loans          Term Loan
--------------           ----------------    ----------------    -------------------      -------------------
<S>                           <C>               <C>                   <C>                       <C>
Greater than or equal         1.50%             1.75%                 (0.25%)                   0%
to 4.75: 1.00

Greater than or equal
to 3.50: 1.00, but less
than 4.75: 1.00               1.25%             1.50%                 (0.50%)               (0.25%)

Less than 3.50: 1.00          1.00%             1.25%                 (0.75%)               (0.50%)
</TABLE>

          The calculation of the Leverage Ratio as of the last day of a calendar
     quarter shall be based on the financial  statements  received by
     Agent pursuant to Section 5.1.1.  Each adjustment to the Applicable  Margin
     shall be effective retroactively as of the first day of each calendar 
     quarter."

     4. AGREEMENT.  Pursuant to Section 2.1.2 of the Loan Agreement, the Lenders
made a Term Loan to Borrower  in the  original  principal  amount of Twenty Five
Million Dollars  ($25,000,000),  of which Thirteen Million Dollars ($13,000,000)
has been  prepaid  as of the date  hereof.  Borrower  has  requested  that it be
permitted  to make  additional  borrowings  under the Term Loan.  Subject to the
condition set forth in the last  sentence of this Section 4, Agent,  Lenders and
Borrower  hereby  agree that at any time prior to December  31,  1998,  Borrower
shall be  permitted  to borrow as part of the Term Loan,  in  increments  of One
Million Dollars  ($1,000,000),  up to Seven Million Dollars  ($7,000,000) in the
aggregate,  which  borrowings,  to the extent  borrowed,  shall be  repayable as
follows:  (i) the first Seven Hundred Fifty Thousand Dollars ($750,000) borrowed
pursuant to this Section 4 shall be  repayable  on December  31, 2000,  (ii) the
next Two  Million Two  Hundred  Fifty  Thousand  Dollars  ($2,250,000)  borrowed
pursuant to this Section 4 shall be repayable on March 31, 2001,  (iii) the next
Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) borrowed pursuant to
this  Section  4 shall  be  repayable  on June 30,  2001,  and (iv) the last One
Million Seven Hundred Fifty Thousand Dollars  ($1,750,000)  borrowed pursuant to
this  Section 4 shall be repayable on  September  28, 2001.  Borrower  agrees to
execute such  documents,  instruments and agreements to evidence such additional
borrowings  as Agent  shall  request.  The  foregoing  agreement  shall  only be
effective upon receipt by Agent of date down title  endorsements,  each in form
and  substance  acceptable to Agent,  with respect to the Mortgages  executed by
Borrower  in favor  of Agent in  connection  with  Borrower's  owned  facilities
located in New Carlisle, Indiana and Niagara Falls, New York.

     5.  CONDITIONS.  The consent,  amendment  and  agreement  set forth in this
Agreement shall each be effective only to the extent that (i) no Unmatured Event
of Default or Event of Default exists,  and (ii) Borrower has delivered to Agent
an executed fee letter in form and substance acceptable to Agent.

     6. OTHER AMENDMENTS. The amendment set forth in Section 3 of this Agreement
shall  constitute  an  amendment  to the Loan  Agreement  and all of the Related
Agreements as  appropriate to express the agreements  contained  herein.  In all
other  respects,  the Loan  Agreement  and the Related  Agreements  shall remain
unchanged and in full force and effect in accordance with their original terms.

     7.  MISCELLANEOUS.

     (a)  Warranties  and  Absence  of  Defaults.  In order to induce  Agent and
Lenders to enter into this  Agreement,  Borrower  hereby  warrants  to Agent and
Lenders, as of the date hereof, that:

          (1) The  warranties  of Borrower  contained in the Loan  Agreement are
     true and correct as of the date hereof as if made on the date hereof.

          (11) No Event of Default or event which, with giving of notice or the
     passage of time, or both would become an Event of Default, exists as of
     the date hereof.

     (b)  EXPENSES.  Borrower  agrees to pay on demand all costs and expenses of
Agent  (including the reasonable fees and expenses of outside counsel for Agent)
in  connection  with  the  preparation,  negotiation,  execution,  delivery  and
administration  of this  Agreement  and all  other  instruments  or  documents
provided for herein or delivered in connection herewith.  In addition,  Borrower
agrees to pay, and save Agent and Lenders  harmless from all liability  for, any
stamp or other taxes which may be payable in  connection  with the  execution or
delivery of this  Agreement  or the Loan  Agreement as amended  hereby,  and the
execution and delivery of any  instruments  or documents  provided for herein or
delivered  or  to  be  delivered  hereunder  or  in  connection  herewith.   All
obligations  provided in this Section 7(b) shall survive any termination of this
Agreement and the Loan Agreement as amended hereby.

     (c)  GOVERNING  LAW.  This  Agreement  shall be a  contract  made under and
governed by the internal laws of the State of Illinois.

     (d)  COUNTERPARTS.  This  Agreement  may be  executed in any number of 
counterparts,  and by the parties  hereto on the same or separate  counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same Agreement.

     (e)  REFERENCE TO LOAN  AGREEMENT.  On and after the  effectiveness  of the
amendment to the Loan Agreement  accomplished hereby, each reference in the Loan
Agreement to "this Agreement"  "hereunder,"  "hereof," "herein" or words of like
import, and each reference to the Loan Agreement in any Related  Agreements,  or
other agreements, documents or other instruments executed and delivered pursuant
to the Loan Agreement, shall mean and be a reference  to the Loan  Agreement, as
amended by this Agreement.

     (f)  SUCCESSORS.  This  Agreement  shall be binding upon  Borrower,  Agent,
Lenders and their  respective  successors  and  assigns,  and shall inure to the
benefit of Borrower, Agent, Lenders and the  successors and assigns of Agent and
Lenders.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and delivered at
Chicago, Illinois as of the date first above written.

                                        UNIFRAX CORPORATION

                                        By: /s/ Mark D. Roos
                                            -----------------------------
                                        Its  Vice President and CFO
                                            -----------------------------

                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION, as Agent

             
                                        By:  /s/ Kristine D. Hyde
                                           -----------------------------
                                        Its  Agency Officer
                                           -----------------------------


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION, as a Lender

                                        By:  /s/Steven Kessler
                                           -----------------------------
                                        Its  Vice President
                                           -----------------------------

                                        NATIONAL CITY BANK, as a Lender


                                        By:  /s/ Matthew T. Garrity
                                           -----------------------------
                                        Its  Vice President
                                           -----------------------------