BANK1ONE

                      BUSINESS LOAN AGREEMENT (ASSET BASED)

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Borrower:  Engineered Wire Products, Inc.        Lender:    Bank One, N A with its main office at Columbus, Ohio
           1200 North Warpole Street                        Lima Business Banking LPO
           Upper Sandusky, OH 43351                         121 W High Street. 2nd Floor
                                                            Lima, OH 45801
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THIS  BUSINESS LOAN  AGREEMENT  (ASSET BASED) dated January 5, 2004, is made and
executed  between  Engineered Wire Products,  Inc ("Borrower") and Bank One, N A
with its main office at Columbus,  Ohio  ('Lender") on the  following  terms and
conditions,  Borrower has  received  prior  commercial  loans from Lander or has
applied  to  Lender  for  a  commercial   loan  or  loans  or  other   financial
accommodations,  Including  those  which  may be  described  on any  exhibit  or
schedule attached to this Agreement  ("Loan").  Borrower  understands and agrees
that: (A) in granting,  renewing,  or extending any Loan, Lander Is relying upon
Borrower's  representations,  warranties,  and  agreements  as set forth In this
Agreement,  and (B) all such Loans shall be and remain  subject to the terms and
conditions of this Agreement.

TERM.  This  Agreement  shall be  effective  as of January  5,  2004,  and shall
continue in full force and effect until such time as all of Borrower's  Loans in
favor of Lender have been paid in full, in principal, interest, coats, expenses,
attorneys'  fees, and other fees and charges,  or until such time as the parties
may agree in writing to terminate this Agreement

LINE OF CREDIT Lender agrees to make Advances to Borrower from time to time from
the date of this Agreement to the Expiration Date, provided the aggregate amount
of such  Advances  outstanding  at any time does not exceed the  Borrowing  Base
Within the foregoing  limits,  Borrower may borrow,  partially or wholly prepay,
and reborrow under this Agreement as follows

     Conditions  Precedent  to Each  Advance.  Lender's  obligation  to make any
     Advance to or for the account of Borrower  under this  Agreement is subject
     to the following  conditions  precedent,  with all documents,  instruments,
     opinions,  reports,  and other items required under this Agreement to be in
     form and substance satisfactory to Lender:

     (1)  Lander  shall  have  received  evidence  that this  Agreement  and all
          Related Documents have been duly authorized,  executed,  and delivered
          by Borrower to Lender.

     (2)  Lender  shall have  received  such  opinions of counsel,  supplemental
          opinions, and documents as Lender may request

     (3)  The  security  interests  in  the  Collateral  shall  have  been  duly
          authorized,  created, and perfected with first lien priority and shall
          be in full force and effect

     (4)  All guaranties  required by Lender for the credit  facility(ies) shall
          have been executed by each Guarantor,  delivered to Lender,  and be in
          full force and effect

     (5)  Lender,  at its option and for its sole benefit,  shall have conducted
          an  audit of  Borrower's  Accounts,  Inventory,  books,  records,  and
          operations, and Lender shall be satisfied as to their condition

     (6)  Borrower  shall  have paid to Lender  all fees,  costs,  and  expenses
          specified in this Agreement and the Related  Documents as are then due
          and payable

     (7)  There  shall not exist at the time of any  Advance a  condition  which
          would  constitute  an Event  of  Default  under  this  Agreement,  and
          Borrower  shall have  delivered to Lender the  compliance  certificate
          called for in the paragraph below titled "Compliance Certificate "

     Making  Loan  Advances.  Advances  under this credit  facility,  as well as
     directions for payment from Borrower's accounts, may be requested orally or
     in writing by authorized persons Lender may, but need not, require that all
     oral requests be confirmed in writing.  Each Advance shall be  conclusively
     deemed to have been made at the  request of and for the benefit of Borrower
     (1) when credited to any deposit account of Borrower maintained with Lander
     or (2) when advanced in accordance  with the  instructions of an authorized
     person  Lender,  et its  option,  may set a cutoff  time,  after  which all
     requests for Advances will be treated as having been  requested on the next
     succeeding Business Day

     Mandatory Loan Repayments. If at any time the aggregate principal amount of
     the  outstanding  Advances  shall  exceed the  applicable  Borrowing  Base.
     Borrower, immediately upon written or oral notice from Lender, shall pay to
     Lender an amount equal to the difference between the outstanding  principal
     balance of the  Advances and the  Borrowing  Base On the  Expiration  Date,
     Borrower shall pay to Lender in full the aggregate  unpaid principal amount
     of all Advances then outstanding and all accrued unpaid interest,  together
     with all other applicable fees, costs and charges, if any, not yet paid

     Loan  Account.  Lender  shall  maintain on its books a record of account in
     which  Lender shall make entries for each Advance and such other debits and
     credits as shall be  appropriate  in  connection  with the credit  facility
     Lender shall  provide  Borrower  with  periodic  statements  of  Borrower's
     account,   which   statements   shall  be  considered  to  be  correct  and
     conclusively  binding on Borrower  unless  Borrower  notifies Lender to the
     contrary  within  thirty  (30) days  after  Borrower's  receipt of any such
     statement which Borrower deems to be incorrect

COLLATERAL.  To secure payment of the Primary Credit Facility and performance of
all other Loan, obligations and duties owed by Borrower to Lender, Borrower (end
others,  it required) shall grant to Lender Security  interests in such property
and assets as Lender may require Lender's  Security  Interests in the Collateral
shall be  continuing  hens and shall  include the  proceeds  and products of the
Collateral,  including  without  limitation  the proceeds of any insurance  With
respect to the  Collateral,  Borrower  agrees and  represents  and  warrants  to
Lender:

     Perfection  of Security  interests,  Borrower  agrees to execute  financing
     statements and all documents  perfecting  Lender's Security Interest and to
     take whatever other actions era requested by Lender to perfect and continue
     Lender's  Security  Interests  in the  Collateral.  Upon request of Lender,
     Borrower will deliver to Lender any and oil of the documents  evidencing or
     constituting the Collateral,  and Borrower will note Lender's interest upon
     any and all chattel  paper and  instruments  if not delivered to Lender for
     possession by Lender  Contemporaneous with the execution of this Agreement,
     Borrower will execute one or more UCC financing  statements and any similar
     statements as may be required by applicable  law, and Lender will file such
     financing  statements  and all such similar  statements in the  appropriate
     location or locations.  Borrower  hereby appoints Lender as its irrevocable
     attorney-in-fact  for the purpose of executing any  documents  necessary to
     perfect or to continue any Security  Interest  Lender may at any time,  and
     without further  authorization  from Borrower,  file a carbon,  photograph,
     facsimile,  or other  reproduction of any financing  statement for use as a
     financing statement Borrower will reimburse Lender for all expenses for the
     perfection, termination, and the continuation of the perfection of Lender's
     security  interest in the Collateral.  Borrower promptly will notify Lender
     before any change in  Borrower's  name  including any change to the assumed
     business  names of Borrower.  Borrower  also  promptly  will notify  Lender
     before  any  change  in  Borrower's  Social  Security  Number  or  Employer
     Identification Number.  Borrower further agrees to notify Lender in writing
     prior  to any  change  in  address  or  location  of  Borrower's  principal
     governance  office or should  Borrower merge or consolidate  with any other
     entity

     Collateral  Records.  Borrower does now, and at all times hereafter  shall,
     keep correct and accurate  records of the Collateral,  all of which records
     shall be  available  to Lender or Lender's  representative  upon demand for
     inspection  and  copying  at  any  reasonable  time.  With  respect  to the
     Accounts,  Borrower  agrees to keep and maintain such records as Lender may
     require,  including  without  limitation  information  concerning  Eligible
     Accounts  and  Account  balances  and agings  Records  related to  Accounts
     (Receivables)  are or will be  located  at  Borrower's  headquarters.  With
     respect to the inventory, Borrower agrees to keep and maintain such records
     as Lender may require,  including without limitation information concerning
     Eligible  inventory and records  itemizing and describing  the kind,  type,
     quality, and quantity of Inventory,  Borrower's Inventory costs and selling
     prices,  and the daily  withdrawals  and  additions  to  Inventory  Records
     related to Inventory are or will be located at Borrower's  headquarters The
     above is an accurate and complete list of all  locations at which  Borrower
     keeps or maintains business records concerning Borrower's collateral

     Collateral Schedules.  Concurrently with the execution and delivery of this
     Agreement,  Borrower  shall  execute  and  deliver to Lender  schedules  of
     Accounts and  Inventory  and  schedules  of Eligible  Accounts and Eligible
     Inventory  in form and  substance  satisfactory  to the Lender.  Thereafter
     supplemental  schedules  shall  be  delivered  according  to the  following
     schedule With respect to Eligible  Accounts,  schedules  shall be delivered
     with the Borrowing  Base  certificate  With respect to Eligible  Inventory,
     schedules shall be delivered with the Borrowing Base certificate

     Representations  and Warranties  Concerning  Accounts.  With respect to the
     Accounts,  Borrower  represents  and  warrants  to Lender (1) Each  Account
     represented  by  Borrower to be an  Eligible  Account for  purposes of this
     Agreement  conforms to the  requirements  of the  definition of an Eligible
     Account,  (2) All Account  information  listed on  schedules  delivered  to
     Lander will be true and correct,  subject to immaterial  variance;  and (3)
     Lender,  its  assigns,  or agents  shall  have the right at any time end at
     Borrower's expense to inspect, examine, and audit Borrower's records end to
     confirm with Account Debtors the accuracy of such Accounts

     Representations and Warranties  Concerning  Inventory.  With respect to the
     Inventory,  Borrower  represents  and warrants to Lender (1) All  Inventory
     represented  by  Borrower  to be Eligible  Inventory  for  purposes of this
     Agreement  conforms  to the  requirements  of the  definition  of  Eligible
     Inventory, (2) All inventory values listed on schedules delivered to Lander
     will be true and correct, subject to immaterial variance;

     (3)  The  value  of  the  Inventory  will  be  determined  on a  consistent
     accounting  basis,  14)  Except  as  agreed  to the  contrary  by Lender in
     writing,  all Eligible  Inventory is now and at all times hereafter will be
     in  Borrower's  physical  possession  and  shall  not be held by  others on
     consignment,  sale on approval,  or sale or return; (5) Except as reflected
     in the Inventory  schedules  delivered to Lender, all Eligible Inventory is
     now and at all times  hereafter will be of good and  merchantable  quality,
     free from  defects,  (6) Eligible  Inventory is not now and will not at any
     time  hereafter  be stored with a belles,  warehouseman,  or similar  party
     without Lender's prior written consent,  and, in such event,  Borrower will
     concurrently  at the time of bailment cause any such belles,  warehouseman,
     or similar  party to issue and  deliver to Lender,  in form  acceptable  to
     Lender,  warehouse  receipts  in Lender  name  evidencing  the  storage  of
     Inventory;  and 171 Lender, Its assigns,  or agents shall have the right at
     any time and at Borrower's expense to inspect and examine the Inventory and
     to check and test the same as to quality, quantity, value, and condition.

CONDITIONS  PRECEDENT TD EACH ADVANCE.  Lender's  obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's  satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

     Loan  Documents.  Borrower shall provide to Lender the following  documents
     for the Loan:  (1) the Note;  12)  Security  Agreements  granting to Lender
     security interests in the Collateral,  (31 financing statements  perfecting
     Lender's Security  Interests;  14) evidence of insurance as required below;
     (5) together with all such Related  Documents as Lender may require for the
     Loan, all in form and substance satisfactory to Lender and Lender's counsel

     Borrower's  Authorization.   Borrower  shall  have  provided  in  form  and
     substance  satisfactory  to Lender  properly  certified  resolutions,  duly
     authorizing the execution and delivery of this Agreement,  the Note and the
     Related  Documents.  In addition,  Borrower  shall have provided such other
     resolutions,  authorizations,  documents and  instruments  as Lender Or its
     Counsel, may require.

     Fees and Expenses.  Under This Agreement Borrower shall have paid to Lender
     all fees,  costs, and expenses  specified in this Agreement and the Related
     Documents as are then due and payable

     Representations  and  Warranties.  The  representations  and warranties set
     forth in this Agreement,  In the Related Documents,  and in any document or
     certificate delivered to Lender under this Agreement are true and correct

     No Event of  Default.  There  shall not exist at the time of any  Advance a
     condition  which would  constitute an Event of Default under this Agreement
     or under any Related Document

REPRESENTATIONS  AND  WARRANTIES  Borrower  represents  and  warrants  to ,  and
covenants and agrees with, Lender that, as of the date of this Agreement,  as of
the  date  of  each  Advance,  as of the  date  of  any  renewal,  extension  or
modification, and at all times any Indebtedness exists

     Organization.  Borrower is a  corporation  for profit  which is, and at all
     times shall be, duly  organized,  validly  existing,  and in good  standing
     under  and by  virtue  of the laws of the  State of Ohio  Borrower  is duly
     authorized  to transact  business in all other states in which  Borrower is
     doing  business,  having  obtained  all  necessary  filings,   governmental
     licenses and approvals for each state in which  Borrower is doing  business
     Specifically,  Borrower is, and at all times shall be, duly  qualified as a
     foreign  corporation in all states in which the failure to so qualify would
     have a material  adverse  effect on its  business or  financial  condition.
     Borrower  has the full power and  authority  to own its  properties  and to
     transact  the  business  in  which it is  presently  engaged  or  presently
     proposes  to engage.  Borrower  maintains  an office at 1200 North  Warpole
     Street,  Upper Sandusky,  OH 43351 Unless Borrower has designated otherwise
     in writing,  the principal office is the office at which Borrower keeps its
     books and records including its records concerning the Collateral  Borrower
     will notify Lender prior to any change in the location of Borrower's  state
     of  organization  or any change in Borrower's  name  Borrower  shall do all
     things  necessary  to  preserve  and to keep in full  force and  effect its
     existence,  rights and privileges,  and shall comply with all  regulations,
     rules,  ordinances,  statutes,  orders and decrees of any  governmental  or
     quasi-governmental authority or court applicable to Borrower and Borrower's
     business activities

     Authorization  Borrower's  execution,  delivery,  and  performance  of this
     Agreement and all the Related  Documents  have been duly  authorized by all
     necessary  action  by  Borrower  and do riot  conflict  with,  result  in a
     violation of, or constitute a default under 11) any provision of Borrower's
     articles of incorporation or organization,  or bylaws, code of regulations,
     or any agreement or other instrument  binding upon Borrower or (2) any law,
     governmental  regulation,  court decree, or order applicable to Borrower or
     to Borrower's  properties.  Borrower has the power and authority to execute
     and deliver the Note and the Related Documents and, if applicable, to grant
     Collateral as security for the Indebtedness

     Financial Information,  Each of Borrower's financial statements supplied to
     Lender truly and completely  disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's  financial  condition  subsequent to the date of the most recent
     financial  statement supplied to Lender Borrower has no material contingent
     obligations except as disclosed in such financial statements

     Legal Effect. This Agreement  constitutes,  and any instrument or agreement
     Borrower is  required  to give under this  Agreement  when  delivered  will
     constitute legal,  valid, and binding  obligations of Borrower  enforceable
     against Borrower in accordance with their respective terms.

     Properties.  Except as  contemplated  by this  Agreement  or as  previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted  by  Lender,  and  except  for  property  tax  liens for taxes not
     presently  due and  payable.  Borrower  owns and has  good  title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security  documents or financing  statements  relating to such
     properties  All of Borrower's  properties  are titled in  Borrower's  legal
     name,  and Borrower has not used or filed a financing  statement  under any
     other name for at least the last five (5) years.

     Environmental  Matters  end  Indemnity.  Except as  disclosed  to Lender in
     writing prior to the execution of this Agreement,  Borrower  represents and
     warrants  that (1) During the  period of  ownership,  use or control of the
     Assets  (which term,  for all purposes of this  section,  shall include all
     plants,  sites  and  facilities  presently  or  formerly  owned,  operated,
     controlled or leased by the Borrower or any Grantor), Is) there has been no
     violation  of any  Environmental  Laws,  and  (b)  there  has  been no use,
     generation,  manufacture,  storage, treatment, refinement,  transportation,
     disposal,  release or threatened release of any Hazardous  Substance by any
     person on,  under,  about or from any of the Assets,  (2)  Borrower  has no
     knowledge  of, or reason to believe  that,  during the period  prior to the
     ownership,  use or control of any of the Assets lair  defined in clause 11)
     above)  by  Borrower  or any  Grantor,  there  has been (a) any  breach  or
     violation of any Environmental Laws by any prior owners or occupants of any
     of the Assets, or (b) any use, generation, manufacture, storage, treatment,
     refinement, transportation,  disposal, release or threatened release of any
     Hazardous  Substance  by any  person  on,  under,  about or from any of the
     Assets,  and (3) neither  Borrower nor any Grantor have received any notice
     of,  nor have any  knowledge  of,  any actual or  threatened  claim,  legal
     proceeding or investigation  regarding Borrower,  any Grantor or any of the
     Assets (as defined in clause (1) above) related to  Environmental  Laws The
     representations  and warranties,  contained  herein are based on Borrower's
     due diligence in investigating all of the Assets for Hazardous Substances

     Borrower  hereby (1)  releases  and waives any future  claims  against  any
     indemnified  Party for  indemnity  or  contribution  in the event  Borrower
     becomes liable for cleanup or other costs under any Environmental Laws, and
     12) agrees to defend,  indemnify and hold harmless each  Indemnified  Party
     against any and all obligations, actions, judgments, suits, claims, losses,
     liabilities,   damages,  penalties,   disbursements,   costs  and  expenses
     (including,  without  limitation,  reasonable  attorneys' and  consultants'
     fees), of any kind or nature,  which any Indemnified  Party may directly or
     indirectly sustain or suffer resulting from, relating to, arising Out of or
     arising  as a  consequence  of  Is)  any  breach  of  this  section  or the
     'Environmental   Compliance  and  Reports'  section  below,  (b)  any  use,
     generation,  manufacture,  storage, treatment, refinement,  transportation,
     disposal,  release,  or threatened  release of any Hazardous  Substance on,
     under,  about or from any of the Assets,  whether occurring during or prior
     to Borrower's or any Grantor's  ownership of any of the Assets, and whether
     or not the  same  was or  should  have  been  known  to  Borrower,  (c) any
     investigatory  or  remedial  action  involving  any  of  the  Assets,   the
     operations  conducted  at any of the  Assets  or any  other  operations  of
     Borrower, any Grantor or any occupant at any of the Assets that is required
     by any Environmental Laws and (d) the contamination of any of the Assets by
     any  Hazardous  Substances,  by any means  whatsoever  (including,  without
     limitation,  any  migration  of any  Hazardous  Substances  onto any of the
     Assets,   present  or  future)  BORROWER  SHALL  INDEMNIFY  THE  RESPECTIVE
     INDEMNIFIED  PARTY  REGARDLESS  OF  WHETHER  THE  ACT,   OMISSION,   FACTS,
     CIRCUMSTANCE OR CONDITIONS GIVING RISE TO SUCH  INDEMNIFICATION WERE CAUSED
     IN WHOLE DR IN PART BY THE RESPECTIVE  INDEMNIFIED  PARTY'S SIMPLE (BUT NOT
     GROSS) NEGLIGENCE The provisions of this section,  including the obligation
     to  indemnify,  shall  survive  the  payment  of the  Indebtedness  and the
     termination,  expiration or satisfaction of this Agreement and shall rot be
     affected by Lender's or any other  Indemnified  Party's  acquisition of any
     interest in any of the Assets, whether by foreclosure or otherwise.

     Litigation and Claims. No litigation, claim, investigation,  administrative
     proceeding or similar  action  (including  those for unpaid taxes)  against
     Borrower is pending or  threatened,  and no other event has occurred  which
     may  materially   adversely  affect  Borrower's   financial   condition  or
     properties,  other than litigation,  Claims,  or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing

     Use of Loan  Proceeds.  No  portion  of any  Advance  or Loan shall be used
     directly or indirectly  to purchase  ineligible  securities,  as defined by
     applicable  regulations of the Federal  Reserve Board,  underwritten by any
     affiliate BANK ONE CORPORATION  during the  underwriting  period and for 30
     days thereafter

     Taxes.  To the best of Borrowers  knowledge,  all of Borrower's tax returns
     and reports that are or were required to be filed, have been filed, and all
     taxes,  assessments end other governmental  charges have been paid in full,
     except those  presently  being or to be contested by Borrower in good faith
     in the ordinary  course of business and for which  adequate  reserves  have
     been provided.

     Lien Priority Unless otherwise  previously  disclosed to Lender in writing,
     Borrower  has not  entered  into or granted  any  Security  Agreements,  or
     permitted  the  filing  or  attachment  of  any  Security  Interests  on or
     effecting any of the Collateral  directly or indirectly  securing repayment
     of Borrower's Indebtedness

     Binding Effect. This Agreement, the Note, all Security Agreements (if any),
     and all Related Documents are binding upon the signers thereof,  as well as
     upon  their  successors,  representatives  and  assigns,  and  are  legally
     enforceable in accordance with their respective terms

AFFIRMATIVE  COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will

     Notices of Claims and Litigation.  Promptly inform Lender in writing of Ill
     all material adverse changes in Borrower's financial condition, and (2) all
     existing   and   all   threatened   litigation,   claims,   investigations,
     administrative  proceedings or similar  actions  effecting  Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or the financial condition of any Guarantor

     Financial Records.  Maintain its books and records in accordance with GAAP,
     applied  on a  consistent  basis,  and permit  Lender to examine  and audit
     Borrower's books and records at all reasonable times

     Financial Statements. Furnish Lender with the following

          Interim  Statements As soon as  available,  but in no event later than
          thirty (30) days after the end of each month, Borrower's balance sheet
          and  profit  and loss  statement  for the period  ended,  prepared  by
          Borrower.

          Additional Requirements. Borrowing Base Documents. Deliver to Lender a
          Borrowing  Base  certificate,  Accounts  aging report,  and such other
          supporting  documentation as Lender may request from time to time, all
          in form and detail  satisfactory  to Lender,  within 30 days after the
          end of each calendar month

          Reports.  Deliver to Lender an Asset Based  Lending  Audit  report and
          such other supporting documentation as Lender may request from time to
          time,  all in form and detail  satisfactory  to Lender,  no later than
          September 30th of each calendar year.

          Consolidated   Financial   Reports.   Borrower  shall  cause  Keystone
          Consolidated Industries Inc to provide each of the foregoing financial
          reports  to  be  prepared  on  a   consolidated   basis  for  Keystone
          Consolidated Industries Inc

          Financial Statements Annual financial statements,  including a balance
          sheet,  income statement,  statement of changes in financial  position
          and consolidating information for the Borrower that is included in the
          consolidated  financial statement of Keystone Consolidated  Industries
          Inc for the year ended, of Keystone Consolidated Industries Inc within
          one  hundred  twenty  1120) days after the end of Its fiscal year end,
          such   financial   statements  to  be  audited  by  certified   public
          accountant(s) reasonably acceptable to Lender)

          All financial  reports  required to be provided  under this  Agreement
          shall be prepared in  accordance  with GAAP,  applied on a  consistent
          basis, and certified by Borrower as being true and correct

          Additional  Information.   Furnish  such  additional  information  and
          statements, as Lender may request from lime to time.

Financial Covenants and Ratios. Comply with the following covenants and ratios

          Working Capital Requirements Other Working Capital requirements are as
          follows: Current Ratio. Maintain a Currant Ratio of not less than 1 50
          to 1.00 The "Current  Ratio" means current assets,  excluding  prepaid
          expenses, divided by current liabilities. This ratio will be evaluated
          as of each month end.

          Minimum   Income   and  Cash  flow   Requirements.   Other  Cash  Flow
          requirements  are as follows Debt Service  Coverage Ratio.  Maintain a
          Debt  Service  Covers"  Ratio of not leas than 1.50 to 1 00. The "Debt
          Service  Coverage  Ratio" means ratio of (a) not income,  after taxes,
          plus amortization,  depreciation and Interest, minus any distributions
          or dividends,  for the twelve month period then ending, divided by (b)
          current  maturities  of long term  debt,  plus  interest  and  current
          maturities  of capital  leases for the some such twelve month  period.
          This ratio will be evaluated as of each year end

          Tangible Net Worth  Requirements.  Other Net Worth requirements are as
          follows  Unsubordinated Debt To Tangible Not Worth Ratio.  Maintain en
          Unsubordinated  Debt to Tangible  Not Worth Ratio of less than 2 25 to
          1.00.  The  "Unsubordinated  Debt to Tangible Not Worth Ratio" means a
          ratio of (a) total liabilities,  excluding  Subordinated Debt, divided
          by (b)  Tangible  Net Worth.  This ratio will be  evaluated as of each
          month end.

          Other Requirements. Commencement of Evaluation of Ratios and Covenants
          Each of the  foregoing  covenants end ratios will be evaluated for the
          first  time based on the  financial  reports  required  herein for the
          period ending  December 31. 2003 and thereafter  shall be periodically
          evaluated as provided in each such covenant or ratio. .

          Except  as  provided  above,  all   computations   made  to  determine
          compliance with the requirements  contained in this paragraph shall be
          made in accordance  with  generally  accepted  accounting  principles,
          applied on a consistent basis, and certified by Borrower as being true
          and correct

          Insurance.  Maintain fire and other risk insurance,  public  liability
          insurance, and such other insurance as Lender may require with respect
          to Borrower's properties and operations,  in form, amounts,  coverages
          and with  insurance  companies  acceptable to Lender.  Borrower,  upon
          request  of  Lender,  will  deliver  to  Lender  from time to time the
          policies or certificates of insurance in form  satisfactory to Lender,
          including  stipulations  that  coverages  will  not  be  cancelled  or
          diminished  without at least thirty (30) days prior written  notice to
          Lender  Each  insurance  policy  also  shall  include  an  endorsement
          providing that coverage in favor of Lender will not be impaired in any
          way by any act, omission or default of Borrower or any other person in
          connection with all policies  covering assets in which Lender holds or
          is offered a security  interest for the Loans,  Borrower  will provide
          Lender with such lender's loss payable or other endorsements as Lender
          may require.

          Insurance Reports.  Furnish to Lender, upon request of Lender, reports
          on each existing  insurance  policy showing such information as Lander
          may reasonably  request,  including without  limitation the following:
          (1) the name of the insurer,  (2) the risks Insured, 13) the amount of
          the policy; (4) the properties Insured;  (5) the then current property
          values  on the basis of which  insurance  has been  obtained,  and the
          manner of determining those values, and (6) the expiration date of the
          policy In  addition,  upon  request of Lender  (however not more often
          then   annually).   Borrower  will  have  en   independent   appraiser
          satisfactory to Lender determine, as applicable, the actual cash value
          or replacement cost of any Collateral The cost of such appraisal shall
          be paid by Borrower.

          Other  Agreements.  Comply with all terms and  conditions of all other
          agreements,  whether now or hereafter  existing,  between Borrower end
          any other  party and  notify  Lender  Immediately  in  writing  of any
          default in connection with any other such agreements

          Loan Proceeds. Use all Loan proceeds solely for the following specific
          purposes  Pay  off  intercompany  debt  In an  amount  not  to  exceed
          $5,750.000 00

          Taxes.  Charges  end  Liens.  Pay end  discharge  when  due all of its
          indebtedness  and  obligations,   including  without   limitation  all
          assessments,  taxes,  governmental charges, levies and liens, of every
          kind and nature,  imposed upon Borrower or its properties,  income, or
          profits,  prior to the date on which penalties  would attach,  and all
          lawful claims that, if unpaid,  might become a lien or charge upon any
          of Borrower's properties, income, or profits.

          Performance.  Perform and comply, in a timely manner,  with all terms,
          conditions, and provisions set forth in this Agreement, in the Related
          Documents,  and  in  all  other  instruments  and  agreements  between
          Borrower  and Lender  Borrower  shall  notify  Lender  immediately  in
          writing of any default in connection with any agreement.

          Operations.   Maintain   executive  and   management   personnel  with
          substantially  the same  qualifications  and experience as the present
          executive and management  personnel,  provide written notice to Lender
          of any  change in  executive  and  management  personnel,  conduct  no
          business affairs in a reasonable and prudent manner.

          Environmental  Studies  Promptly  conduct and complete,  at Borrower's
          expense, all such investigations,  studies,  samplings and testing$ as
          may be requested by Lender or any governmental  authority  relative to
          any substance,  or any waste or by-product of any substance defined as
          toxic or a hazardous  substance under  applicable  federal,  state, or
          local low, rule, regulation,  order or directive,  at or effecting any
          property or any facility owned, leased or used by Borrower.

          Compliance  with  Governmental  Requirements.  Comply  with all  laws,
          ordinances,  and  regulations,  now or  hereafter  in  effect,  of all
          governmental  authorities  applicable  to the  conduct  of  Borrower's
          properties,  businesses and operations, and to the use or occupancy of
          the

          Collateral,   including   without   limitation,   the  Americans  With
          Disabilities  Act  Borrower  may  contest  in good faith any such law,
          ordinance.   or  regulation   and  withhold   compliance   during  any
          proceeding,  including  appropriate  appeals,  so long as Borrower has
          notified  Lender  in  writing  prior 10  doing  so and so long as,  in
          Lender's sole opinion,  Lender's  interests in the  Collateral are not
          jeopardized.  Lender may require Borrower to poet adequate security or
          a surety bond, reasonably  satisfactory to Lender, to protect Lender's
          interest.

          Inspection.  Permit  employees  or agents of Lender at any  reasonable
          time to  inspect  any and all  Collateral  for the Loan or  Loans  and
          Borrower's  other  Assets and to examine  or audit  Borrower's  books,
          accounts,  and records and to make copies and  memoranda of Borrower's
          books,  accounts, and records If Borrower now or at any time hereafter
          maintains any records (including without limitation computer generated
          records and  computer  software  programs for the  generation  of such
          records) In the possession of a third party, Borrower, upon request of
          Lender,  shall notify such party to permit  Lender free access to such
          records at all  reasonable  times and to provide Lender with copies of
          any records it may request, all at Borrower's expense.

          Compliance  Certificates.  Unless waived in writing by Lender, provide
          Lender  within  thirty (30) days after the end of each  month,  with a
          certificate  executed by Borrower's chief financial officer,  or other
          officer  or  person   acceptable  to  Lender,   certifying   that  the
          representations  and  warranties  set forth in this Agreement are true
          and correct as of the date of the certificate  and further  certifying
          that, as of the date of the  certificate,  no Event of Default  exists
          under this Agreement.

          Environmental  Compliance  and  Reports.  Neither  Borrower,  nor  any
          Grantor, tenant, contractor,  agent or other authorized user of any of
          the Assets shall use, generate,  manufacture,  store,  treat,  refine.
          transport,  dispose of, or release any Hazardous  Substance on, under,
          about or from any of the Assets Borrower will at all times comply, and
          will cause any Grantor to comply,  with all laws, rules,  regulations,
          orders, writs, judgments,  injunctions,  decrees or awards to which it
          may be subject including,  without limitation, all Environmental Laws.
          Borrower  will  furnish to Lender as soon as possible and in any event
          within 10 days after receipt by the Borrower or any Grantor, a copy of
          lei any notice or claim to the effect that  Borrower or any Grantor is
          or may be liable to any person as a result of the  release by Borrower
          or any Grantor or any other person of any Hazardous Substance Into the
          environment   and  (b)  any  notice  alleging  any  violation  of  any
          Environmental Law by Borrower or any Grantor Borrower will permit, and
          will cause any Grantor to permit,  Lender, by its  representatives and
          agents.  to enter upon end test any of the Assets,  and inspect any of
          Borrower's or any Grantor's books and records,  all at such reasonable
          times end  intervals  as Lender may  designate,  in order to determine
          Borrower's and any Grantor's compliance with both this section and the
          "Environmental   Matters  and  Indemnity'   section  above.  Any  such
          inspections or tests made by Lender shall be at Borrower's expense and
          for  Lender's  purposes  only and shall not be construed to create any
          responsibility  or liability  of the part of Lender to  Borrower,  any
          Grantor, or any other person.

          Change  of  Location.  Immediately  notify  Lender in  writing  of any
          additions  to  or  changes  in  location  of  Borrower's   businesses,
          principal office. or Collateral,  other than in the ordinary course of
          business.

     Title to Assets and Property,  Maintain good and marketable title to all of
Borrower's Assets and property.

          Other Information. From time to time Borrower will provide Lender with
          such other information as Lender may reasonably request.

          Additional  Assurances.  Make,  execute  and  deliver  to Lender  such
          promissory  notes,  mortgages,  deeds of trust,  security  agreements,
          assignments,  financing statements,  Instruments,  documents and other
          agreements  as Lender  or its  attorneys  may  reasonably  request  to
          evidence and secure the Loans and to perfect all Security Interests.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the  Collateral or if Borrower fads to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Borrower's  failure to discharge or pay when due any amounts
Borrower is required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on any  Collateral  and paying all
costs  for  insuring,   maintaining  and  preserving  any  Collateral  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of repayment by Borrower All such expenses will become a part
of the Indebtedness and, et Lender's option,  will (A) be payable on demand, (B)
be added to the balance of the Note and be apportioned among and be payable with
any  installment  payments  to  become  due  during  either  (1) the term of any
applicable  insurance  policy.  (2) the  remaining  term of the Note,  or (3) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity Any Collateral  also will secure  payment of these amounts,  Such right
shall be in addition  to all other  rights and  remedies to which  Lender may be
entitled upon Default

NEGATIVE  COVENANTS  Borrower  covenants  and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender.

     Capital  Expenditures  Make  or  contract  to  make  capital  expenditures,
     including  leasehold  improvements,   in  any  fiscal  year  in  excess  of
     $800,000.00 or incur liability for rentals of property (including both real
     and  personal   property)  in  an  amount  which,   together  with  capital
     expenditures, shall in any fiscal year exceed such sum

     Debts and  Indebtedness.  (1) Except for trade debt  incurred in the normal
     course of business  and  Indebtedness  to Lender,  create,  incur or assume
     indebtedness  for  borrowed  money,  including  capital  bases,  (2)  sell,
     transfer, mortgage, assign, pledge, lease, grant a security interest in, or
     encumber any of Borrower's  Assets (except as allowed as Permitted  Liens),
     or 13) sell with or without recourse any of Borrower's accounts,  except to
     Lender.

     Additional Financial  Restrictions.  Primary Deposit Relationship,  Fail to
     establish  and  maintain  its  primary  depository   relationship  for  its
     operating accounts with Lender.

     Affiliate  Transactions.  Enter  into any  transaction,  including  without
     limitation,  the  purchase,  sale or exchange or property or  rendering  of
     services with any Affiliate,  except in the ordinary course of and pursuant
     to the  reasonable  requirements  of Borrower's  business and upon fair and
     reasonable  terms no less  favorable then would be obtained in a comparable
     arms  length  transaction  with a person  or  entity  not an  Affiliate  of
     Borrower,  As used  herein the term  'Affiliate"  means any  individual  or
     entity  directly or  indirectly  under  common  ownership  or control  with
     Borrower

     Continuity   of   Operations.   (1)  Engage  in  any  business   activities
     substantially  different then those in which Borrower is presently engaged,
     (2) cease operations,  liquidate,  merge, transfer,  acquire or consolidate
     with any other  entity,  change  its name.  dissolve  or  transfer  or sell
     Collateral out of the ordinary course of business, 131 pay any dividends or
     make any other  distributions  on  Borrower's  stock (other then  dividends
     payable  in  its  stock),   provided,   however  that  notwithstanding  the
     foregoing,  but only so long as no Event of  Default  has  occurred  and is
     continuing or would result from the payment of dividends,  if Borrower is a
     'Subchapter  S  Corporation'  (as defined in the  Internal  Revenue Code of
     1986,  as  amended),  Borrower  may pay cash  dividends on its stock to Its
     shareholders  from  time  to  time  in  amounts  necessary  to  enable  the
     shareholders to pay income taxes and make estimated  income tax payments to
     satisfy  their  liabilities  under federal and state law which arise solely
     from their status as Shareholders of a Subchapter S Corporation  because of
     their  ownership of shares of Borrower's  stock,  (4)  purchase,  redeem or
     retire  any of  Borrower's  outstanding  shares  , or (5)  alter  or  amend
     Borrower's capital structure

     Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or
     assets.  (2)  purchase,  create  or  acquire  any  Interest  in  any  other
     enterprise  or entity,  or 13) incur any  obligation as surety or guarantor
     other than in the ordinary course of business.

RIGHT OF SETOFF.  Borrower grants to Lender a security interest in, as well as a
right of setoff against,  and hereby  assigns,  conveys,  delivers,  pledges and
transfers  to  Lender,  as  security  for  repayment  of the  Indebtedness,  all
Borrower's right, title and interest in and to all Borrower's  accounts (whether
checking,  savings,  or some other  account)  with Lender or any  subsidiary  or
affiliate of BANK ONE  CORPORATION  (each  hereinafter  referred to as a 'Lender
Affiliate') end all other  obligations at any time owing by Lender or any Lender
Affiliate to Borrower.  This includes all accounts  Borrower  holds jointly with
someone else and all accounts Borrower may open in the future However, this does
not include any IRA or Keogh accounts, or any trust accounts for which the grant
of a security  interest would be prohibited by law Borrower  authorizes  Lender,
without prior notice to Borrower and  irrespective  of (i) whether or not Lender
has made any demand under the Note or the Related Documents or (ii) whether such
Indebtedness  is contingent,  matured or unmatured,  to the extent  permitted by
law, to collect, charge and/or setoff all sums owing on the Indebtedness against
any and all such account& and other  obligations,  and, at Lender's  option,  to
administratively  freeze or direct a Lender Affiliate to administratively freeze
all such  accounts and other  obligations  to allow  Lender to protect  Lender's
security  interest,  collection,  charge  and  setoff  rights  provided  in this
paragraph.

DEFAULT Each of the  following  shall  constitute an Event of Default under this
Agreement.

     Payment  Default.  Borrower  fails to make any  payment  when due under the
     Loan,

     Other Defaults Borrower fails to comply with or to pay or perform any other
     term, obligation, covenant or condition contained in this Note or in any of
     the  Related  Documents  or to comply  with or to pay or perform  any term,
     obligation,  covenant or condition contained in any other agreement between
     Lender and  Borrower  or between  Borrower  and any  affiliate  of BANK ONE
     CORPORATION

     Transfer of Assets, Borrower leases. sells, or otherwise conveys, or agrees
     to lease,  sell,  or  otherwise  convey,  a material  part of its Assets or
     business outside of the ordinary course of business.

     Defaults with Respect to Third Parties  Borrower  fails to make any payment
     when due or fails to comply with or perform any term, obligation,  covenant
     or  condition  contained  in any  agreement  between  any other  person and
     Borrower

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to  Lender  by  Borrower  or on  Borrower's  behalf  under  this
     Agreement, the Note, or the Related Documents is false or misleading in any
     material  respect,  either now or at the time made or  furnished or becomes
     false or misleading at any time thereafter

     Judgments or Decrees.  One or more  judgments  or decrees  shall be entered
     against the  Borrower  and such  judgments  or decrees  shall not have been
     vacated, discharged, stayed or bonded pending appeal.

     Insolvency The  dissolution  or  termination  of Borrower's  existence as a
     going business,  the insolvency of Borrower,  the appointment of a receiver
     for any part of  Borrower's  property,  any  assignment  for the benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including  failure of any collateral
     document to create a valid and perfected  security interest or lien) at any
     time and for any reason, Creditor or Forfeiture  Proceedings.  Commencement
     of foreclosure,  replevin,  repossession,  attachment,  levy, execution, or
     forfeiture proceedings,  whether by judicial proceeding,  self-help, or any
     other method,  by any creditor of Borrower,  or by any governmental  agency
     against  the   Collateral  or  any  assets  of  Borrower  This  includes  a
     garnishment of any of Borrower's accounts, including deposit accounts, with
     Lender.  However,  this Event of Default shall not apply if there is a good
     faith dispute by Borrower as to the validity or reasonableness of the claim
     which is the basis of the creditor or forfeiture proceeding and if Borrower
     gives Lender  written  notice of the creditor or forfeiture  proceeding and
     deposits with Lender monies or a surety bond for the creditor or forfeiture
     proceeding,  in an amount determined by Lender, in its sole discretion,  as
     being an adequate reserve or bond for the dispute

     Failure to Comply with Laws  Borrower  fells to comply with all  applicable
     statutes,  laws, ordinances and governmental rules,  regulations and orders
     to which it is subject or which are  applicable to its  business,  property
     and assets  Change in  Ownership.  Any change in ownership  of  twenty-five
     percent (25%) or more of the common stock of Borrower

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition, or Lender believes the prospect of payment or performance of the
     Loan is impaired

     Events Affecting Guarantor.  Any of the proceeding Events of Default occurs
     with  respect  to  any  guarantor  of  the  Indebtedness  as  if  the  word
     'guarantor'  were  substituted  for the word  'Borrower'  in such  Event of
     Default,  or any  guarantor  dies or  becomes  incompetent,  or  revokes or
     disputes the validity of, or liability under, any guaranty

     Insecurity. Lender in good faith believes itself insecure

EFFECT OF AN EVENT OF DEFAULT If any Event of Default shall occur,  except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will terminate  (including any obligation to make
further  Loan  Advances  or   disbursements),   and,  at  Lender's  option,  all
indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  'Insolvency'  subsection  above,  such  acceleration  shall be
automatic  and not  optional in  addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise  Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   end  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shell not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an obligation  of Borrower or of any Grantor  shall not affect  Lender's
right to declare a default and to exercise its rights and remedies.

ARBITRATION.  Undersigned  and  Lender  agree  that  all  disputes,  claims  and
controversies  between  them  whether  individual,  joint,  or class in  nature,
arising from this document or otherwise,  Including without limitation  contract
and tort  disputes,  shall be  arbitrated  pursuant to the Rules of the American
Arbitration  Association in effect at the time the claim is filed,  upon request
of either  party.  No act to take or dispose of any  Collateral  or Property (as
defined  herein  or in  any  Related  Document)  securing  this  document  shall
constitute  a waiver of this  arbitration  agreement  or be  prohibited  by this
arbitration  agreement This includes,  without limitation,  obtaining injunctive
relief or a temporary restraining order; invoking a power of sale under any deed
of  trust  or  mortgage:  obtaining  a writ of  attachment  or  imposition  of a
receiver,  or exercising  any rights  relating to personal  property,  including
taking or disposing of such property with or without  judicial  process pursuant
to  applicable  law  Any  disputes,  claims,  or  controversies  concerning  the
lawfulness or  reasonableness  of any act, or exercise of any right,  concerning
any  Collateral  or Property  securing  this  document,  including  any claim to
rescind, reform, or otherwise modify any agreement relating to the Collateral or
Property securing this document, shall also be arbitrated, provided however that
no arbitrator shall have the right or the power to enjoin or restrain any act of
any party  Judgment upon any award  rendered by any arbitrator may be entered in
any court having jurisdiction  Nothing in this document shall preclude any party
from  seeking  equitable  relief  from a court of  competent  jurisdiction.  The
statute of limitations,  estoppel,  waiver,  laches, and similar doctrines which
would  otherwise  be  applicable  in an  action  brought  by a  party  shall  be
applicable in any arbitration proceeding, end the commencement of an arbitration
proceeding shall be deemed the commencement of an action for these purposes. The
Federal  Arbitration Act shell apply to the  construction,  interpretation,  and
enforcement of this arbitration provision

JURY  WAIVER.  THE  UNDERSIGNED  AND LENDER (BY ITS  ACCEPTANCE  HEREOF)  HEREBY
VOLUNTARILY,  KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE  (WHETHER BASED UPON CONTRACT,  TORT
OR OTHERWISE)  BETWEEN OR AMONG THE  UNDERSIGNED AND LENDER ARISING OUT OF OR IN
ANY WAY RELATED TO THIS DOCUMENT,  THE RELATED  DOCUMENTS,  OR ANY  RELATIONSHIP
BETWEEN  OR AMONG THE  UNDERSIGNED  AND  LENDER  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT TO LENDER TO PROVIDE THE FINANCING EVIDENCED BY THIS DOCUMENT AND THE
RELATED DOCUMENTS


EXCLUSION FROM LOAN AGREEMENT Lender and Borrower hereby agree that, in addition
to any loan or financial accommodation described on any Exhibit attached to this
Agreement,  if any, the  following  types of loans or financial  accommodations,
whether now existing or hereafter arising,  are excluded from this Agreement (i)
any loon  evidenced by a promissory  note payable to Lender which is the subject
of a U S Small Business  Administration  guaranty, and (e) any construction loon
governed by a construction loan agreement

LOAN AGREEMENT APPLICABLE TO AFFILIATE BANK. Notwithstanding any other provision
in this  Agreement,  Borrower and Lender  agrees that Borrower may now or In the
future have a borrowing  relationship  with Bank One, NA with its main office in
Columbus,  Ohio  ('Bank  Affiliate")  Lender and  Borrower  intend that only one
agreement  In the  nature of a loan or credit  agreement  be  applicable  to the
Borrower's  relationship  with Lender and/or the Bank Affiliate,  except for the
exclusion of those certain loans or categories of loans  specifically  described
in  this  Agreement  Borrower  agrees  as  follows  a)  the  terms,   covenants,
conditions,  warranties end obligations of Borrower  contained in this Agreement
replace those in any loan or credit  agreement,  if any,  presently in existence
between  Borrower and the Bank  Affiliate,  b) any reference to "Lender" in this
Agreement  shall mean the Lender named in this Agreement and the Bank Affiliate.
provided  however  that  only  the  holder  of any Note is  responsible  for any
obligation  related to funding any Advance on such Note;  and c) this  Agreement
shall continue in full force and effect until all Indebtedness payable to Lender
and to the Bank Affiliate is paid in full.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this  Agreement No  alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Attorneys'  Fees;  Expenses.  Borrower  agrees  to pay upon  demand  all of
     Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees  and
     Lender's legal  expenses,  incurred in connection  with the  enforcement of
     this  Agreement.  Lender may hire or pay someone  else to help enforce this
     Agreement,   and  Borrower  shall  pay  the  costs  and  expenses  of  such
     enforcement.  Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit,  including  attorneys' fees and
     legal expenses for bankruptcy  proceedings  (including efforts to modify or
     vacate any automatic  stay or  injunction),  appeals,  and any  anticipated
     post-judgment collection services,  Borrower also shall pay all court costs
     and such additional fees as may be directed by the court

     Caption  Headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement

     Consent to Loan  Participation.  Borrower  agrees and  consents to Lender's
     sale or  transfer,  whether  now or  later.  of one or  more  participation
     interests  in the  Loon  to one or  more  purchasers,  whether  related  or
     unrelated to Lender Lender may provide,  without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers,  any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy  Borrower may
     have with respect to such matters Borrower  additionally waives any and all
     notices of sale of participation  interests,  as well as ell notices of any
     repurchase of such  participation  interests  Borrower also agrees that the
     purchasers of any such  participation  interests  will be considered as the
     absolute  owners of such interests In the Loon and will have all the rights
     granted under the participation  agreement or agreements governing the sale
     of such  participation  interests  Borrower  further  waives  all rights of
     offset  or  counterclaim  that it may have now or later  against  Lender or
     against any purchaser of such a participation  interest and unconditionally
     agrees  that  either  Lender  or  such  purchaser  may  enforce  Borrower's
     obligation under the Loan  irrespective of the failure or insolvency of any
     holder  of any  interest  in the  Loan  Borrower  further  agrees  that the
     purchaser of any such  participation  interests  may enforce its  interests
     irrespective  of any  personal  claims or defenses  that  Borrower may have
     against Lender

     Governing Law. This  Agreement will be governed by,  construed and enforced
     in  accordance  with  federal  law and the Iowa of the State of Ohio.  This
     Agreement has been accepted by Lender In the State of Ohio.

     Choice of Venue.  If there is a  lawsuit,  Borrower  agrees  upon  Lender's
     request to submit to the jurisdiction of the courts of Allen County,  State
     of Ohio

     Indemnification.  Borrower agrees to indemnity, defend and hold each of the
     Indemnified  Parties  harmless  from end against  any and all  liabilities,
     obligations,   claims,  losses,  damages,  penalties,  fines,  forfeitures,
     actions,  judgments,  suits, costs, expenses, and disbursements of any kind
     or  nature  (including,  without  limitation,   Lender's  attorneys'  fees)
     (collectively, "Claims') which may be imposed upon, incurred by or assessed
     against any  Indemnified  Party  (whether or not caused by any  Indemnified
     Party's sole, concurrent, or contributory negligence) arising in connection
     with this Agreement, any Related Document, or any of the Assets (including,
     without  limitation,  the  enforcement  of this  Agreement  and the Related
     Documents and the defense of any Indemnified  Party's action or inaction in
     connection with this Agreement and the Related  Documents) or in connection
     with the Borrower's failure to perform all of Borrower's  obligations under
     this Agreement or any Related  Document,  except to the limited extent that
     the claims against any such  Indemnified  Party are  proximately  caused by
     such  Indemnified  Party's  gross  negligence  or willful  misconduct.  The
     Indemnification  provided for in this section shall survive the termination
     of this  Agreement  and  shall  extend  to and  continue  to  benefit  each
     individual or entity who is or has at any time been en Indemnified Party.

     Borrower's  indemnity  obligations under this section shall riot in any way
     be affected by the presence or absence of covering insurance,  or insurance
     policy  or  policies  affecting  the  Assets  and/or  Borrower's   business
     activities.  Should  any  claim,  action or  proceeding  be made or brought
     against any Indemnified Party by reason of any event as to which Borrower's
     indemnification  obligations  apply,  then, upon such  Indemnified  Party's
     demand,  Borrower,  at its sole cost and expense,  shall defend such claim,
     action or proceeding in Borrower's name, if necessary, by the attorneys for
     Borrower's  insurance  carrier  (if such  claim,  action or  proceeding  is
     covered by insurance),  or otherwise by such attorneys as such  Indemnified
     Party shall  approve.  Lender may also elect to engage is own  attorneys at
     its reasonable  discretion to defend Borrower or any Indemnified  Party and
     to  assist  in  their  defense,  and  Borrower  agrees  to pay the fees and
     disbursements of such attorneys upon Lender's request

     No Waiver by Lender.  Lender  shall not be deemed to have waived any rights
     under this  Agreement  unless such waiver is given in writing end signed by
     Lender.  No delay or omission on the pert of Lender in exercising any right
     shall  operate  as a waiver of such right or any other  right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right  otherwise to demand strict  compliance  with that
     provision  or any other  provision  of this  Agreement  No prior  waiver by
     Lender,  nor any course of dealing between Lender and Borrower,  or between
     Lender and any Grantor, shell constitute a waiver of any of Lender's rights
     or of any of  Borrower's  or any  Grantor's,  obligations  as to any future
     transactions  Whenever  the  consent  of  Lender  is  required  under  this
     Agreement, the granting of such consent by Lender in any instance shell not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

     Notices Any notice required to be given under this Agreement shall be given
     in writing,  and shall be effective when actually delivered,  when actually
     received  by  telefacsimile   (unless  otherwise  required  by  law),  when
     deposited with a nationally  recognized  overnight courier,  or. if mailed,
     when  deposited  in the United  States mail,  as first class,  certified or
     registered mail postage  prepaid,  directed to the addresses shown near the
     beginning  0f this  Agreement  Any party may change its address for notices
     under this  Agreement by giving formal  written  notice to the other panes,
     specifying that the purpose of the notice is to change the party's address.
     For notice  purposes,  Borrower agrees to keep Lender informed at all times
     of Borrower's current address Unless otherwise provided or required by law,
     if there is more  then one  Borrower,  any  notice  given by  Lender to any
     Borrower is deemed to be notice given to all Borrowers

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to  be  illegal,  invalid,  or  unenforceable  as  to  any
     circumstance,  that finding shall not make the offending provision illegal,
     invalid,  or unenforceable as to any other circumstance.  If feasible,  the
     offending  provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall be considered  deleted from this Agreement Unless otherwise  required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this Agreement shall not affect the legality, validity or enforceability of
     any other provision of this Agreement.

     Successors  and Assigns All  covenants  and  agreements  contained by or on
     behalf of Borrower shall bind  Borrower's  successors and assigns and shall
     Inure to the benefit of Lender, its successors end assigns.  Borrower shall
     not,  however,  have the  right to  assign  Borrower's  rights  under  this
     Agreement or any interest  therein,  without the prior  written  consent of
     Lender.

     Survival of Representations and Warranties Borrower  understands and agrees
     that in extending Loan Advances,  Lender is relying on all representations,
     warranties,  end  covenants  made by Borrower in this  Agreement  or in any
     certificate or other instrument  delivered by Borrower to Lender under this
     Agreement or the Related Documents. Borrower further agrees that regardless
     of any investigation made by Lender, all such  representations,  warranties
     and  covenants  will survive the extension of Loan Advances and delivery to
     Lender of the Related  Documents,  shall be continuing in nature,  shall be
     deemed made and redated by Borrower at the time each Loan  Advance is made,
     and shall  remain in full  force end effect  until such time as  Borrower's
     Indebtedness  shall  be paid in  full,  or until  this  Agreement  shall be
     terminated in the manner provided above, whichever is the last to occur.

     Time Is of the Essence  Time is of the essence in the  performance  of this
     Agreement

DEFINITIONS The following  capitalized  words and terms shall have the following
meanings when used in this Agreement Unless specifically stated to the contrary,
all  references  to dollar  amounts  shall mean  amounts in lawful  money of the
United States of America. Words and terms used in the singular shall include the
plural,  end the plural shall include the  singular,  as the context may require
Words and terms not otherwise  defined in this Agreement shall have the meanings
attributed to such terms in the Ohio Uniform  Commercial Code  Accounting  words
and terms not  otherwise  defined  In this  Agreement  shall  have the  meanings
assigned to them in accordance with generally accepted accounting  principles as
in effect on the date of this Agreement'

     Account.  The word  "Account"  means a trade account,  account  receivable,
     other  receivable,  or other  right to payment  for goods sold or  services
     rendered  owing to Borrower  (or to a third  party  grantor  acceptable  to
     Lender)

     Advance.  The word "Advance" means a disbursement of loan funds made, or to
     be made, to or for the benefit of Borrower and, if applicable, includes the
     issuance by or on behalf of Lender of any letters of credit for the account
     of Borrower and the  extension of any loans or other credit  accommodations
     by Lender to Borrower,

     Advance.  The word "Advance" means a disbursement of loan funds made, or to
     be made, to or for the benefit of Borrower and, if applicable, includes the
     issuance by or on behalf of Lender of any letters of credit for the account
     of Borrower and the  extension of any loans or other credit  accommodations
     by Lender to Borrower

     Agreement.  The word "Agreement"  means this Business Loan Agreement (Asset
     Based),  as this  Business Loan  Agreement  (Asset Based) may be amended or
     modified  from  time to time,  together  with all  exhibits  and  schedules
     attached to this Business Loan Agreement (Asset Based) from time to time

     Assets.  The word "Asset" means any property or interest in property of any
     kind or description of Borrower or any Grantor, or any property or interest
     in property of any Grantor which is subject to a security interest in favor
     of Lender, whether such assets are real, personal, tangible, intangible, or
     mixed,  and whether such assets are owned,  leased or operated by Borrower,
     or any such Grantor.

     Borrower The word "Borrower" means Engineered Wire Products,  Inc., and all
     other persons and entities signing the Note in whatever Capacity

     Borrowing Base. The words  'Borrowing  Base' mean , as determined by Lender
     from time to time,  the lesser of (1)  87,000,000  00 or (2) the sum of (a)
     76% of the  aggregate  amount  of  Eligible  Accounts,  plus (b) 50% of the
     aggregate amount of Eligible Inventory (not to exceed in corresponding Loan
     amount based on Eligible  Inventory  84,000,000 00), provided further,  the
     Borrowing Base shall be reduced by an additional $2,000,000.00

     Business Day The words "Business Day" mean a day on which  commercial banks
are open in the State of Ohio.

     Collateral,  The word "Collateral" means all property and assets granted as
     collateral security for a Loan, whether reel or personal property,  whether
     granted directly or Indirectly,  whether granted now or in the future,  and
     whether granted in the form of a security  interest,  mortgage,  collateral
     mortgage, dead of trust, assignment, pledge, crop pledge, chattel mortgage,
     collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional  sale,  trust receipt,  lien,  charge,  lien or title retention
     contract,  lease or consignment intended as a security device, or any other
     security or lien interest whatsoever,  whether created by law, contract, or
     otherwise  The  word  Collateral  also  includes  without   limitation  all
     collateral described in the Collateral section of this Agreement

     Default.  The word "Default"  means the Default set forth in this Agreement
in the section titled "Default".

     Eligible Accounts.  The words "Eligible  Accounts" mean at any time, all of
     Borrower's  Accounts which contain selling terms and conditions  acceptable
     to Lender The net amount of any Eligible Account against which Borrower may
     borrow shall exclude all returns,  discounts,  credits,  and offsets of any
     nature Unless otherwise agreed to by Lender in writing,  Eligible  Accounts
     do not include'

          (1)  Accounts with respect to which the Account  Debtor is employee or
               agent of Borrower

          (2)  Accounts with respect to which the Account Debtor is a subsidiary
               of, or affiliated with Borrower or its shareholders, officers, or
               directors

          (3)  Accounts  with respect to which goods are placed on  consignment,
               guaranteed sale, or other terms by reason of which the payment by
               the Account Debtor may be conditional

          (4)  Accounts  with  respect  to which  the  Account  Debtor  is not a
               resident of the United States, except to the extent such Accounts
               are   supported   by   insurance,   bonds  or  other   assurances
               satisfactory to Lender.

          (5)  Accounts  with respect to which  Borrower is or may become liable
               to the Account Debtor for goods sold or services  rendered by the
               Account Debtor to Borrower.

          (6)  Accounts which are subject to dispute, counterclaim, or setoff.

          (7)  Accounts with respect to which the goods have not been shipped or
               delivered, or the services have not been rendered, to the Account
               Debtor.

          (8)  Accounts  with respect to which Lender,  In its sole  discretion,
               deems the  creditworthiness or financial condition of the Account
               Debtor to be unsatisfactory.

          (9)  Accounts  of any  Account  Debtor  who has filed or has had filed
               against it a petition in bankruptcy or an application  for relief
               under  any   provision  of  any  state  or  federal   bankruptcy,
               insolvency,  or debtor-in-relief acts, or who has had appointed a
               trustee,  custodian,  or receiver  for the assets of such Account
               Debtor;  or who  has  made  an  assignment  for  the  benefit  of
               creditors or has become  insolvent or fails  generally to pay its
               debts (including its payrolls) as such debts become due.

          (10) Accounts  with respect to which the Account  Debtor is the United
               States  government  or any  department  or agency  of the  United
               States

          (11) Accounts which have not been paid in full within 90 days from the
               invoice  date.  The entire  balance of any  Account of any single
               Account  Debtor will be  ineligible  whenever  the portion of the
               Account  which has not been paid  within 90 days from the invoice
               date is in excess of 50.000% of the total amount  outstanding  on
               the Account

          (12) That portion of Accounts which constitute retainage

          (13) Accounts which arise from projects which are bonded.

     Eligible Inventory. The words "Eligible Inventory" mean at any time, all of
Borrower's Inventory as defined below except

          (1)  Inventory  which Is not owned by  Borrower  free and clear of all
               security  interests,  liens,  encumbrances,  and  claims of third
               parties.

          (2)  Inventory  which  Lender,  in its  sole  discretion,  deems to be
               obsolete,  unsalable,  damaged,  defective,  or unfit for further
               processing.

          (3)  Work in progress

     Environmental  Laws.  The  words  "Environmental  Laws"  mean  any  and all
     federal,   state,   local  and  foreign   statutes,   judicial   decisions,
     regulations,   ordinances,   rules,  judgments,   orders,  decrees.  plans,
     injunctions, permits, concessions, grants, franchises, licenses. agreements
     and other governmental  restrictions  relating to (i) the protection of the
     environment,  (ii) the effect of the  environment  on human  health,  (iii)
     emissions,  discharges or releases of pollutants,  contaminants,  hazardous
     substances or wastes into surface water,  ground water or land, or (iv) the
     manufacture,  processing,  distribution, use, treatment, storage, disposal,
     transport or handling of pollutants,  contaminants, hazardous substances or
     wastes or the clean-up or other remediation thereof

     Event of Default The words  "Event of  Default"  mean any of the events set
     forth in the section of this Agreement entitled "Default"  Expiration Date.
     The  words  "Expiration  Date"  mean the date of  termination  of  Lender's
     commitment  to lend under  this  Agreement.  GAAP.  The word  "GAAP"  means
     generally accepted accounting principles.

     Grantor.  The word "Grantor"  means each and all of the persons or entities
     granting a Security  Interest  in any  Collateral  for the Loan,  including
     without limitation all Borrowers granting such a Security Interest

     Guarantor.   The  word  "Guarantor"   means  any  guarantor,   surety,   or
     accommodation party of any or all of the Loan

     Hazardous Substances.  The words "Hazardous  Substances" mean all explosive
     or radioactive  substances or wastes and all hazardous or toxic substances,
     wastes or other pollutants,  including petroleum or petroleum  distillates,
     asbestos or asbestos containing materials, polychlorinated biphenyls, radon
     gas, infectious or medical wastes and all other substances or wastes of any
     nature regulated pursuant to any Environmental Low

     Indebtedness.  The word "Indebtedness" means all principal,  Interest,  and
     other  amounts,  costs  and  expenses  payable  under  the Note or  Related
     Documents,  together with all renewals of, extensions of, modifications of,
     consolidations  of and  substitutions  for the Note or  Related  Documents,
     together  with  interest on such amounts as provided in this Note,  and all
     obligations,  debts and liabilities, plus interest thereon, of Borrower, or
     any one or more of them.  to  Lender,  as well as claims by Lender  against
     Borrower  or any one or more of them,  whether now  existing  or  hereafter
     arising,  whether related or unrelated to the purpose of the Note,  whether
     voluntary  or  otherwise,  whether  due or not  due,  direct  or  indirect,
     absolute or contingent, liquidated or unliquidated and whether Borrower may
     be liable  Individually  or  jointly  with  others,  whether  obligated  as
     guarantor,  surety,  accommodation party or otherwise, and whether recovery
     upon such  amounts  may be  hereafter  may become  barred by any statute of
     limitations,  and  whether  the  obligation  to repay such amount may be or
     hereafter may become otherwise unenforceable, and further includes, without
     limitation, all principal,  interest, and other amounts, costs and expenses
     payable under the Related Documents, whether executed by the Borrower or by
     any other person or entity,  together with all renewals of,  extensions of,
     modifications  of,  consolidations  of and  substitutions  for the  Related
     Documents,  together  with the interest  thereon as provided in the Related
     Documents

     Indemnified  Parties.  The words "Indemnified  Parties" mean the Lender and
     each  of  its  affiliates,  and  each  of  their  respective  shareholders,
     directors, offices, employees and agents

     Inventory. The word "Inventory" means all of Borrower's raw materials, work
     in process, finished goods, merchandise,  parts and supplies, of every kind
     and  description,  and  goods  held for sale or  lease or  furnished  under
     contracts of service in which  Borrower  now has or hereafter  acquires any
     right,  whether  held by Borrower or others,  and all  documents  of title,
     warehouse receipts,  bills of lading, and all other documents of every type
     covering all or any pert of the  foregoing.  Inventory  includes  inventory
     temporarily  out of  Borrower's  custody or  possession  and all returns on
     Accounts

     Lender,  The word  "Lender"  means Bank One,  N A. with its main  office at
     Columbus, Ohio, its successors and assigns

     Note.  The word  "Note"  means any and all  promissory  note or notes which
     evidence  Borrower's  Loans in favor of Lender,  as well as any  amendment.
     modification, renewal and replacement thereof.

     Permitted  Liens The words  "Permitted  Liens" mean (1) liens and  security
     interests  securing  Indebtedness owed by Borrower to Lender, (2) liens for
     taxes,  assessments,  or  similar  charges  either  not  yet  due or  being
     contested in good faith, (3) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing  obligations which are not yet delinquent;  (4) purchase money
     liens or purchase money security interests upon or In any property acquired
     or  held  by  Borrower  in  the  ordinary  course  of  business  to  secure
     indebtedness  outstanding  on the data of this Agreement or permitted to be
     incurred under the paragraph of this  Agreement  titled  "Indebtedness  and
     Liens",  and (5) liens and security interests which, as of the date of this
     Agreement, have been disclosed to and approved by the Lender in writing

     Primary  Credit  Facility.  The words  "Primary  Credit  Facility' mean the
     credit facility described in the Line of Credit section of this Agreement

     Related Documents. The words "Related Documents" mean all promissory notes.
     credit agreements, loan agreements,  environmental agreements,  guaranties,
     security agreements,  mortgages, deeds of trust, security deeds, collateral
     mortgages. and all other instruments, agreements and documents, whether now
     existing  or   hereafter   arising,   executed  in   connection   with  the
     Indebtedness.

     Security Agreement. The words "Security Agreement" mean and include without
     limitation   any    agreements,    promises,    covenants,    arrangements,
     understandings or other agreements.  whether created by law,  contract,  or
     otherwise,  evidencing,  governing,  representing,  or  creating a Security
     Interest.

     Security Interest.  The words "Security Interest" mean, without limitation,
     any and all typos of collateral  security,  present and future,  whether in
     the form of a lien, charge, encumbrance,  mortgage, deed of trust, security
     deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
     mortgage,  chattel trust, factor's lien, equipment trust, conditional sale,
     trust  receipt,  lien or title  retention  contract,  lease or  consignment
     intended  as a security  device,  or any other  security  or lien  interest
     whatsoever whether created by law, contract, or otherwise

     Subordinated  Debt.  The words  'Subordinated  Debt" mean all  present  and
     future  obligations,  liabilities,  claims,  rights and demands of any kind
     which may be owing from  Borrower to any  creditor.  other than Lender,  to
     include, without limitation,  principal,  interest, costs, attorney's fees,
     sums paid for protecting the rights of a holder of security, all contingent
     obligations  (such as a guaranty?  and all other  obligations of any nature
     whatsoever  owed to such a creditor,  which have been  subordinated  in all
     respects to the Indebtedness owed to Lender by written agreement acceptable
     to Lender to  include,  without  limitation,  deferral  of any  payment  of
     principal to the creditor, deferral of interest payments upon occurrence of
     any Event of Default,  and  subordination of any Security  Interest of such
     creditor until all Indebtedness is paid

     Tangible Net Worth.  The words 'Tangible Net Worth' mean  Borrower's  total
     assets excluding all intangible assets (i.e. goodwill, trademarks, patents,
     copyrights,  organizational  expenses,  and similar  intangible  items, but
     including  leaseholds and leasehold  improvements)  less total  liabilities
     excluding Subordinated Debt.


BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT  (ASSET  BASED) AND BORROWER  AGREES TO ITS TERMS.  THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) IS DATED JANUARY 5, 2004


BORROWER

ENGINEERED WIRE PRODUCTS, INC.

By:      Bert E. Downing, Jr.,
         Vice President/Treasurer of Engineered Wire Products, Inc.


LENDER.

BANK ONE, N.A. WITH ITS MAIN OFFICE AT COLUMBUS. OHIO

By:      Timothy P. Turnwald
         Authorized Signature