EXHIBIT 10.1.2
                                                                  --------------

                  AMENDMENT TWO TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDMENT TWO TO AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement")
is made and entered into as of this 2/FRDAY of January, 2003 (the "Effective
Date"), among KINARK CORPORATION, a Delaware corporation ("Kinark") as
"Guarantor", and NORTH AMERICAN GALVANIZING COMPANY, a Delaware corporation
("NAG") as "Borrower", and BANK ONE, OKLAHOMA, NA (the "Bank").

                                                     Introductory Statement

     A. Kinark and NAG and the Bank are parties to that certain Amended and
Restated Credit Agreement dated November 26, 2001 (the "Credit Agreement") and
an Amendment One to the Amended and Restated Credit Agreement dated October 28,
2002.

     B. Pursuant to the Credit Agreement, the Bank has established a
$3,000,000.00 Construction Loan in favor of NAG to finance the construction of a
new galvanizing facility to be located in St. Louis, Missouri.

     C. The Borrower and the Guarantor have requested that the Bank extend the
"Construction Loan Conversion DATE" of the $3,000,000 Construction Loan from
January 15, 2003 to February 28, 2003.

     D. The Bank has agreed to accommodate Borrower's and Guarantor's request,
subject to the terms and conditions hereinafter set forth. Agreement

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Bank and the Borrower and
Guarantor hereby amend the Existing Credit Agreement, effective as of the
Effective Date, as follows:

     1.1  Terms. The terms "Effective Date," "Kinark," "NAG," "Bank,"
          "Borrowers" and "Credit Agreement" have the respective meanings set
          forth above.

     1.2  Certain Definitions. The term "Construction Loan Conversion Date" is
          amended to February 28, 2003. All other terms used herein shall have
          the meanings given in the Credit Agreement. Under Section 2.8.2
          Construction Note, the first principal payment of $27,778 on the
          Construction Note is due beginning on the last day of the first full
          calendar month following the Construction Loan Conversion Date.
          Therefore the first principal payment is now due on March 31, 2003.

          Construction; Applicable Law. This Agreement and the other Loan
Documents are contracts made under, and shall be construed in accordance with,
the laws of the State of Oklahoma. Nothing in this Agreement shall be construed
to constitute the Bank as a joint venturer with the Borrower or Guarantor or to
constitute a partnership among the parties. The descriptive headings of the
Sections of this Agreement are for convenience only and shall not be used in the
construction of the content of this Agreement.
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          Binding Effect. This Agreement and the other Loan Documents shall be
binding on, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns; PROVIDED, that without the prior, written
consent of the Bank, neither the Borrower or Guarantor will assign or transfer
any of its interests, rights or obligations arising out of or relating to the
Loan Documents. No third party shall be considered as an intended beneficiary of
this Agreement or have any rights hereunder.

          Severability. In the event any one or more of the provisions contained
in this Agreement or the other Loan Documents shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect and in any jurisdiction,
such invalidity, illegality or unenforecability shall not affect any other
provision thereof.

     Entire Agreement; Conflicting Provisions. This Agreement and the Loan
Documents constitute the entire agreement of the parties hereto with respect to
the Facilities and all matters arising out of or related thereto. In the event
of any conflict between or among the provisions of this Agreement and the
provisions of any other Loan Documents, the provisions of this Agreement shall
control.

     IN WITNESS WHEREOF, the Bank and the Borrowers have caused this Agreement
to be duly executed effective as of the date first above written.

                                       KINARK CORPORATION, a Delaware
                                       corporation, as Guarantor

                                       By: /s/ Paul R. Chastain
                                          ------------------------------------
                                          Paul R. Chastain, Vice President

                                       NORTH AMERICAN GALVANIZING COMPANY, a
                                       Delaware corporation, as Borrower

                                       By: /s/ Paul R. Chastain
                                          ------------------------------------
                                          Paul R. Chastain, Vice President

                                       BANK ONE, OKLAHOMA, NA

                                       By: /s/ David A. Johnson
                                          ------------------------------------
                                          David A. Johnson, First Vice President


Amendment Two to Amended and Restated Credit Agreement
Page 2