PROMISSORY NOTE

<TABLE>
<CAPTION>
<S>                                              <C>
Borrower:  Engineered Wire Products, Inc.        Lender:    Bank One, N A with its main office at Columbus, Ohio
           1200 N. Warpole Street                           Lima Business Banking LPO
           Upper Sandusky, OH 43351                         121 W High Street. 2nd Floor
                                                            Lima, OH 45801
</TABLE>

Principal Amount: $7,000,000.00                  Date of Note: January 5, 2004

PROMISE TO PAY. Engineered Wire Products.  Inc. (' Borrower") promises to pay to
Bank One, N.A. with its main office at Columbus,  Ohio ("Lander"),  or order, In
lawful  money of the United  States of America,  the  principal  amount of Seven
Million  &  00/100  Dollars  ($7,000.000.00)  or so much as may be  outstanding,
together  with  interest  on the unpaid  outstanding  principal  balance of each
advance  Interest  shell  be  calculated  from the  date of each  advance  until
repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on June 30, 2004 In addition. Borrower will pay
regular  monthly  payments of ail accrued unpaid interest due as of each payment
data,  beginning  January 30, 2004, with all subsequent  Interest payments to be
due on the same day of each month after  that.  Payments  and any other  credits
shall be  allocated  among  principal,  interest and fees at the  discretion  of
Lender unless otherwise required by applicable law. The annual interest rate for
this Note is computed on a 3651360 basis;  that is, by applying the ratio of the
annual  interest  rate over a year of 360 days,  multiplied  by the  outstanding
principal balance, multiplied by the actual number of days the principal balance
to  outstanding.  Borrower  will pay Lender at  Lender's  address  shown on loan
account  statements sent to the Borrower,  Lender's address shown in any payment
coupon  book  provided  to the  Borrower,  or at such other  place as Lander may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the LIBOR Rate (the "Index").
"LIBOR  Rate" shall mean the offered rate for U.S.  Dollar  deposits of not lass
than  $1,000,000  00 for a period of time  equal to each  Interest  Period as of
11:00 A.M.  City of London,  England time two London  Business Days prior to the
first  date of each  Interest  Period  of this  Note  as  shown  on the  display
designated as "British Bankers Assoc Interest  Settlement Rates' on the Telerate
System ("Telerate"),  Page 3760 or Page 3740, or such other page or pages as may
replace such pages on Telerate for the purpose of displaying such rate Provided,
however,  that if such rate is not  available on Telerate then such offered rate
shall  be  otherwise  independently  determined  by  Lender  from an  alternate,
substantially  similar  independent  source  available  to  Lender  or  shall be
calculated by Lander by a substantially  similar methodology as that theretofore
used to determine such offered rate in Telerate  "London Business Day" means any
day other than a Saturday,  Sunday or a day on which  banking  institutions  are
generally authorized or obligated by law or executive order to close in the City
of  London,  England.  Each  change in the rate to be  charged on this Note will
become  effective  without notice on the  commencement  of each Interest  Period
based upon the Index then in effect.  "Interest  Period' means each  consecutive
one month  period (the first of which  shall  commence on the date of this Note)
effective as of the first day of each Interest Period and ending on the lest day
of each Interest  Period,  provided that if any Interest  Period is scheduled to
end on a date for which there is no  numerical  equivalent  to the date on which
the Interest Period commenced, then it shall end instead on the last day of such
calendar month Borrower may prepay all or any portion of the principal amount of
this Note bearing interest at a LIBOR Rate,  provided that if Borrower makes any
such prepayment other than on the last day of an Interest Period, Borrower shall
pay all accrued  interest on the principal  amount prepaid with such  prepayment
and, on demand,  shall reimburse Lender and hold Lender harmless from all losses
and  expenses  incurred  by Lender as a result  of such  prepayment,  including,
without  limitation,  any losses and expenses  arising from the  liquidation  or
reemployment  of  deposits  acquired to fund or maintain  the  principal  amount
prepaid.  Such  reimbursement  shall be  calculated  as though Lender funded the
principal  amount prepaid  through the purchase of U.S.  Dollar  deposits in the
London,  England  interbank  market  having  a  maturity  corresponding  to such
Interest  Period and bearing an  interest  rate equal to the LIBOR Rate for such
interest Period, whether in fact that is the case or not. Lender's determination
of the  amount of such  reimbursement  shall be  conclusive  in the  absence  of
manifest error. The interest rate to be applied to the unpaid principal  balance
of this  Note  will be at a rate of 2 450  percentage  points  over  the  Index.
NOTICE:  Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law.

PREPAYMENT.  Borrower  may pay  without  fee all or a portion  of the  principal
amount owed hereunder  earlier than it is due. All prepayments  shall be applied
to the  Indebtedness  In such  order and  manner as Lender may from time to time
determine in its sole  discretion.  Borrower  agrees not to send Lender payments
marked "paid in full',  "without  recourse",  or similar  language.  If Borrower
sends such a payment, Lender may accept it without losing any of Lender's rights
under this Note,  and Borrower will remain  obligated to pay any further  amount
owed to Lender All written communications concerning disputed amounts, including
any  check  or  other  payment   instrument  that  indicates  that  the  payment
constitutes  "payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full  satisfaction  of a disputed amount must be
mailed or  delivered  to: Bank One  Business  Banking  Loan  Servicing  Disputed
Accounts Department, P 0 Box 901094 Fort Worth, TX 76101.2094

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment or $25 00, whichever is greater.

INTEREST AFTER DEFAULT.  Upon the occurrence of any Event of Default,  including
failure to pay upon final  maturity,  at Lender's  option,  and if  permitted by
applicable law, Lender may add any unpaid accrued interest to principal and such
sum will bear  interest  therefrom  until paid at the rate provided in this Note
(including  any increased  rate).  Upon the  occurrence of any Event of Default,
Lander,  at its option,  may, if permitted under  applicable  law,  increase the
variable  interest rate on this Note to 6 450 percentage  points over the Index.
The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT Each of the following  shall  constitute en event of default  ("Event of
Default") under this Note.

     Payment  Default.  Borrower  fails to make any payment  when due under this
     Note.

     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 convoys, 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 to  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 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

     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 other  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 en amount  determined  by Lander,  in its sole  discretion,  as being an
     adequate reserve or bond for the dispute

     Failure to Comply with Laws,  Borrower  fails 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
     this Note is impaired

     Events Affecting  Guarantor.  Any of the preceding 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.

LENDER'S RIGHTS. Upon the occurrence of any Event of Default, Lender may declare
the entire unpaid  principal  balance on this Note and the  Indebtedness and all
accrued unpaid interest immediately due, without notice (except that in the case
of any Event of  Default  of the type  described  in the  DEFAULT  -  Insolvency
section  herein,  such  acceleration  shall  be  automatic  and not at  Lender's
option), and then Borrower will pay that amount Borrower shall be liable for any
deficiency remaining after disposition of any collateral which Lender may choose
to realize upon

ATTORNEYS'  FEES;  EXPENSES  Lender may hire or pay someone else to help collect
this Note if Borrower  does not pay.  Borrower  will pay Lender that amount This
Includes,  subject to any limits under applicable low, Lender's  attorneys' fees
and  Lender's  legal  expenses,  whether  or not there is a  lawsuit,  including
attorneys'  fees,  expenses for  bankruptcy  proceedings  (including  efforts to
modify  or  vacate  any  automatic  stay or  injunction),  and  appeals.  If not
prohibited  by  applicable  low.  Borrower  also  will pay any court  coats,  in
addition to all other sums provided by law

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance  with  federal  law and tie laws of the State of Ohio.  This Note 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.

CONFESSION OF JUDGMENT.  Borrower hereby irrevocably authorizes and empowers any
attorney-at-low,  including an attorney hired by Lender,  to appear in any court
of record and to confess judgment against Borrower for the unpaid amount of this
Note as evidenced by an affidavit  signed by an officer of Lender  setting forth
the amount  then due,  attorneys'  fees plus costs of suit,  and to release  all
errors,  and waive all rights of appeal. If a copy of this Note,  verified by an
affidavit,  shall have been filed in the proceeding, it will not be necessary to
file the original as a warrant of attorney Borrower waives the right to any stay
of execution and the benefit of all exemption taws now or hereafter in effect No
single exercise of the foregoing  warrant and power to confess  judgment will be
deemed to exhaust the power,  whether or not any such exercise  shell be held by
any  court  to be  invalid,  voidable,  or void;  but the  power  will  continue
undiminished  end may be  exercised  from time to time as Lender may elect until
all  amounts  owing on this  Note have been  paid in full  Borrower  waives  any
conflict  of  interest  that an  attorney  hired by Lender may have in acting on
behalf of Borrower in confessing  judgment  against Borrower while such attorney
is retained by Lender  Borrower  expressly  consents to such attorney acting for
Borrower in confessing judgment

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $25.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored

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") and 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 U) whether or not Lender
has made any demand  under this 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  accounts  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.

COLLATERAL.  Borrower  acknowledges this Note Is secured by security interest in
and lien upon all collateral described in any Related Document

LINE OF  CREDIT.  This Note  evidences  a  revolving  Iine of credit  The unpaid
principal balance of this Note shell increase and decrease with each new advance
and payment hereunder, as the case may be. Subject to the terms hereof, Borrower
may borrow,  repay and reborrow  hereunder  Advances under this Note, as well as
directions for payment from Borrower's  accounts,  may be requested orally or in
writing by Borrower or by an authorized person Lender may, but need not, require
that all oral requests be confirmed in writing  Borrower agrees to be liable for
all  sums  either'  (A)  advanced  in  accordance  with the  instructions  of an
authorized  person or (B) credited to any of  Borrower's  accounts  with Lender.
Lender will have no obligation to advance funds under this Note If: (A) Borrower
or any  guarantor  is in default  under the terms of this Note or any  agreement
that Borrower or any guarantor has with Lender,  including any agreement made in
connection  with the signing of this Note, (B) Borrower or any guarantor  ceases
doing business or is insolvent-,  (C) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender,  (D) Borrower has applied funds provided pursuant to
this Note for purposes other than those  authorized by Lender,  or (E) Lender in
good faith believes itself insecure

LATE  CHARGES.  In the "Late Charge"  provision  set forth above,  the following
language is hereby added after the word "greater",  'up to the maximum amount of
Two Hundred Fifty Dollars ($250 00) per late charge"

FINANCIAL   STATEMENTS   Borrower  shall  furnish  Lender  with  such  financial
statements and other related  information at such frequencies and in such detail
as Lender may reasonably request.

ENFORCEABILITY  AND  ORGANIZATION.  Borrower  is  duly  authorized  to  transact
business in all states in which Borrower is doing business,  having obtained all
necessary filings,  governmental  licenses end approvals for each state in which
Borrower is doing business.  Borrower's  execution,  delivery end performance of
this  Note end all the  Related  Documents  have  been  duty  authorized  by all
necessary action by Borrower. This Note and all the Related Documents constitute
legal, valid and binding obligations of Borrower enforceable against Borrower in
accordance  with their  respective  terms if  applicable,  Borrower is an entity
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 its organization.

INFORMATION WAIVER Lender may provide, without any limitation whatsoever, to any
one or  more  purchasers,  potential  purchasers,  or  affiliates  of  BANK  ONE
CORPORATION,  any information or knowledge Lender may have about the undersigned
or about any matter relating to this document and the Related Documents, and the
undersigned  hereby  waives any right to privacy the  undersigned  may have with
respect to such matters

INDEBTEDNESS.  The word "Indebtedness" means as principal,  interest,  end 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 all 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 this Note,  whether  voluntary or  otherwise,  whether due or not
due. direct or indirect, absolute or contingent,  liquidated or unliquidated end
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 or hereafter  become barred by any statute of
limitations,  and  whether  the  obligation  to  repay  such  amounts  may be or
hereafter  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 interest thereon as provided in the Related Documents

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

LIABILITIES FOR OBLIGATIONS UNDER RELATED  DOCUMENTS.  Borrower also promises to
pay to Lender all of the  Indebtedness  Borrower  acknowledges  that some of the
Related  Documents,  pursuant to which  Indebtedness  may arise, may be executed
only by persons or entities other than the Borrower.

PURPOSE.  Borrower  agrees  that no  advances  under this Note shall be used for
personal,  family or household purposes and that all advances hereunder shall be
used solely for business, commercial, agricultural or other similar purposes

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 /s 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,  )aches,  and similar  doctrines which would
otherwise be applicable  In an action  brought by a party shall be applicable in
any arbitration  proceeding,  and the commencement of an arbitration  proceeding
shall be deemed the  commencement  of an action for these  purposes  The Federal
Arbitration Act shall 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

BORROWER'S  ACKNOWLEDGEMENT AND AGREEMENT REGARDING AFFILIATE BANKS Borrower may
now or in the future  have a borrowing  relationship  with Bank One, NA with its
main office in Columbus,  Ohio (the 'Bank Affiliate-) Lender and Borrower intend
that the terms, covenants, conditions, warranties and obligations of Borrower in
only  one  agreement  in  the  nature  of a  loan  or  credit  agreement  )"Loan
Agreement') be applicable to the borrowing  relationship  of Borrower end Lender
and of Borrower and the Bank Affiliate  Therefore,  if Borrower  executes a Loan
Agreement  with  the  Bank  Affiliate,  the  Borrower  agrees  that  the  terms,
covenants, conditions,  warranties and obligations of Borrower contained in that
Loan Agreement  between Borrower and the Bank Affiliate shall also apply to this
Note.

RENEWAL  AND  EXTENSION.  This  Note is given  in  replacement,  renewal  and/or
extension  of,  but  not  extinguishing  the  indebtedness   evidenced  by,  the
promissory  note dated March 10, 1995,  executed by Borrower to NBD Bank,  N.A ,
predecessor  in  interest  to  Lender,  in  the  original  principal  amount  of
67,000,000 00, including previous renewals or modifications thereof, if any (the
'Prior Note"), and is not a novation thereof All interest evidenced by the Prior
Note being replaced,  renewed, and/or extended by this Note shall continue to be
due and payable until paid All Related  Documents  executed in relation to or as
security for the Prior Note remain in full force and effect

GENERAL  PROVISIONS If any part of this Note cannot be enforced,  this fact will
not affect the rest of the Note.  Borrower  does not agree or intend to pay, and
Lender does not agree or intend to contract for, charge.  collect, take, reserve
or receive (collectively referred to herein as "charge or collect"),  any amount
in the nature of interest  or in the nature of a fee for this loan,  which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to  charge  or  collect  more for this loan  then the  maximum  Lender  would be
permitted  to charge or collect  by federal  law or the law of the State of Ohio
(as applicable).  Any such excess interest or unauthorized fee shall, instead of
anything  stated to the  contrary,  be  applied  first to reduce  the  principal
balance of this loan,  and when the principal has been paid in full, be refunded
to  Borrower.  If any part of this Note cannot be  enforced,  this fact will not
affect  the rest of this  Note.  It Is  agreed  that  any  payment  which  would
otherwise for any reason be deemed unlawful  interest under applicable law shall
be deemed to have been applied to the unpaid principal  balance of this Note, or
to other  Indebtedness  The unpaid balance owing on this Note at any time may be
evidenced  by  endorsements  on  this  Note  or by  Lender's  internal  records,
including daily computer print-outs.  Lender may delay or forgo enforcing any of
its rights or remedies  under this Note without  losing  them.  Borrower and any
other person who signs,  guarantees or endorses this Note, to the extent allowed
by law, waive presentment,  demand for payment, and notice of dishonor. Upon any
change in the terms of this  Note,  and  unless  otherwise  expressly  stated in
writing,   no  party  who  signs  this  Note,   whether  as  maker,   guarantor,
accommodation  maker or  endorser,  shall be released  from  liability  All such
parties agree that Lender may renew or extend  (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral, or impair, fail
to realize upon or perfect  Lender's  security  interest in the collateral,  and
take any other  action  deemed  necessary  by Lender  without  the consent of or
notice to anyone.  All such  parties also agree that Lender may modify this loan
without  the  consent of or notice to anyone  other than the party with whom the
modification is made Unless  specifically  permitted  otherwise by the terms and
conditions  of this Note,  no  alteration  of or amendment to this Note 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, Borrower agrees and consents
to Lender's sale or transfer, whether now or later, of this Note, or the Related
Documents or of any participation  interest In this Note or Related Documents to
one or more  purchasers,  whether related or unrelated to Lender Borrower waives
any and all  notices  of sale of this  Note,  the  Related  Documents  or of any
participation interests, as well as any notices of any repurchases of this Note,
the Related Documents, or of any participation  interests. The obligations under
this Note are joint and several

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE.  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

NOTICE.  FOR THIS NOTICE "YOU" MEANS THE BORROWER AND "CREDITOR" AND "HIS" MEANS
LENDER

WARNING  - BY  SIGNING  THIS  PAPER YOU GIVE UP YOUR  RIGHT TO NOTICE  AND COURT
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT  JUDGMENT  MAY BE  TAKEN  AGAINST  YOU
WITHOUT  YOUR PRIOR  KNOWLEDGE  AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR  WHETHER FOR
RETURNED  GOODS,  FAULTY GOODS FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.


BORROWER:

ENGINEERED WIRE PRODUCTS. INC.

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