AMENDED AND RESTATED
                            EWP BRIDGE LOAN AGREEMENT

     THIS AMENDED AND RESTATED LOAN  AGREEMENT  (this  "Agreement")  is made and
entered  into as of this  21st day of  November,  2001 by and  between  KEYSTONE
CONSOLIDATED  INDUSTRIES,  INC., a Delaware  corporation  (the  "Company");  the
lenders listed in Annex I hereto (individually a "Lender" and collectively,  the
"Lenders");  and EWP FINANCIAL LLC, a Delaware  limited  liability  company,  as
agent for the Lenders (the "Agent").

                                    Recitals:

     WHEREAS,  the Company,  the Lenders and the Agent entered into that certain
EWP Bridge  Loan  Agreement  dated as of November  1, 2001 (the  "Original  Loan
Agreement"); and

     WHEREAS,  the  Loans to be made  under the  Original  Loan  Agreement  were
intended  fully by the  parties  to be secured by the  Company's  investment  in
Engineered Wire Products, Inc. ("EWP"), a subsidiary of the Company;

     WHEREAS,  the Company's  investment in EWP is comprised of and evidenced by
certificates  representing in the aggregate all of the outstanding capital stock
of EWP  issued  in the name of the  Company  and an  account  maintained  on the
Company's  books and records,  which  account is styled as "Loan  Account - EWP,
Account Number 480.20" but which account, in fact,  represents the Company's net
investment in EWP (the "EWP Investment");

     WHEREAS,  the  initial  balance  of the  EWP  Investment,  which  arose  in
connection with the transaction  whereby the Company  acquired all of the equity
interest  in  EWP  not  already   owned  by  the  Company,   was   approximately
$12,000,000.00,  and as of September 30, 2001 the balance of the EWP  Investment
was approximately $8,400,000.00;

     WHEREAS,  the Original  Loan  Agreement  inadvertently  failed to include a
provision  relating  to the  assignment  of the EWP  Investment  to the Agent as
security for the Loans (as that term is used in the Original Loan  Agreement and
this Agreement) as the parties had fully intended;

     WHEREAS,  the Company,  the Lenders and the Agent fully intended to include
such a provision in the Original Loan  Agreement and desire to amend and restate
the Original Loan Agreement as herein provided;

     WHEREAS,  no Loans have been made  against  the  Commitment  as of the date
hereof;

     WHEREAS,  the Company  has  requested  that the  Lenders  make loans to the
Company in the aggregate amount of up to $6,000,000.00; and

     WHEREAS,  the  Lenders are willing to make such loans to the Company on the
terms and subject to the conditions hereinafter set forth.

     NOW, THEREFORE, the parties promise and agree as follows:

                                    ARTICLE I
                                   Definitions

     In addition to terms  defined  elsewhere in this  Agreement,  the following
definitions shall apply for purposes of this Agreement:

          "Bankruptcy  Law" means Title 11, U.S. Code or any similar  federal or
     state law for the relief of debtors.

          "Business Day" means a day other than a Saturday, a Sunday or a day on
     which banking  institutions in the City of Dallas,  Texas are authorized by
     law,  regulation  or executive  order to remain  closed.  If a payment date
     called for herein or in the Note is not a Business Day, payment may be made
     on the next succeeding day that is a Business Day.

          "Commitment"  means, with respect to each Lender, the amount set forth
     opposite  such  Lender's  name in Annex I, as the same may be adjusted from
     time to time as a result of assignments to or from such Lender  pursuant to
     Section 7.8 hereof.

          "Contract"  means any contract,  agreement,  undertaking or commitment
     (written or oral,  formal or  informal,  firm or  contingent)  to which the
     Company or any of its Subsidiaries is a party or by which the Company,  any
     of its Subsidiaries, or any of their respective assets are bound, and which
     has current operative or executory effect.

          "Default"  means any event that is or with the  passage of time or the
     giving of notice or both would be an Event of Default.

          "GAAP" means generally accepted  accounting  principles set forth from
     time  to  time  in  the  opinions  and  pronouncements  of  the  Accounting
     Principles Board and the American Institute of Certified Public Accountants
     and statements and  pronouncements  of the Financial  Accounting  Standards
     Board (or  agencies  with  similar  functions  of  comparable  stature  and
     authority within the U.S. accounting  profession),  which are applicable to
     the circumstances as of the date of determination.

          "Governmental  Authority"  means  the  United  States,  any  state  or
     municipality, the government of any foreign country, any subdivision of any
     of the foregoing, or any authority, department,  commission, board, bureau,
     agency, court, or instrumentality of any of the foregoing.

          "Holder" means a Lender and any subsequent holder of a Note.

          "Indebtedness"  means, with respect to any Person, any indebtedness of
     such Person,  whether or not  contingent,  in respect of borrowed  money or
     evidenced by bonds, notes,  debentures or similar instruments or letters of
     credit  (or  reimbursement  agreements  in  respect  thereof)  or  banker's
     acceptances,  or representing  obligations in respect of a lease that would
     at such time be required to be capitalized on a balance sheet in accordance
     with GAAP or the balance  deferred and unpaid of the purchase  price of any
     property (other than contingent or "earnout" payment  obligations),  except
     any such balance that  constitutes an accrued expense or trade payable,  if
     and to the extent any of the foregoing  indebtedness (other than letters of
     credit)  would  appear as a liability  upon a balance  sheet of such Person
     prepared in  accordance  with GAAP, as well as all  indebtedness  of others
     secured  by a Lien  on any  asset  of  such  Person  (whether  or not  such
     indebtedness  is assumed by such Person)  and, to the extent not  otherwise
     included, the guarantee,  whether or not conditional, by such Person of any
     indebtedness of any other Person.

          "Lien" means, with respect to any asset, any mortgage,  lien,  pledge,
     charge,  security  interest or  encumbrance  of any kind in respect of such
     asset,  whether  or  not  filed,  recorded  or  otherwise  perfected  under
     applicable  law (including any  conditional  sale or other title  retention
     agreement,  any lease in the nature thereof,  any option or other agreement
     to sell or give a security  interest in and any filing of or  agreement  to
     give  any  financing  statement  under  the  Uniform  Commercial  Code  (or
     equivalent statutes) of any jurisdiction).

          "Person"  means  any  individual,   corporation,  general  or  limited
     partnership,   limited  liability  company,  joint  venture,   association,
     joint-stock company, trust, unincorporated organization,  government or any
     agency or political subdivision thereof or any other entity.

          "Required  Holders"  means  Holders  holding  not less than  fifty-one
     percent  (51%)  of  the  aggregate  principal  amount  of  the  Loans  then
     outstanding (or fifty-one  percent (51%) of the Commitments if no Loans are
     then outstanding).

          "Restructuring"   means  the   consummation   of  any   restructuring,
     reorganization   (whether  or  not  pursuant  to  Bankruptcy   Law)  and/or
     recapitalization  of the  Company  and  its  Subsidiaries,  as  well as its
     successors,   affecting,   in  each  case,   existing  and  potential  debt
     obligations  and  other  claims  of or  against  the  Company  and/or  such
     Subsidiaries or successors.

          "Subsidiary"  means any corporation,  general or limited  partnership,
     limited  liability  company,  association or other business entity of which
     securities  or other  ownership  interests  representing  more  than  fifty
     percent (50%) of the ordinary voting power are, at the time as of which any
     determination  is being made,  owned or controlled by the Company or one or
     more Subsidiaries of the Company.

          "SEC" means the Securities and Exchange Commission.

          "1933 Act" means the Securities Act of 1933, as amended.

                                   ARTICLE II
                     Loans; Notes; Closing and Closing Date

     2.1.  Commitment;   Revolving  Loans;  Notes.  Subject  to  the  terms  and
conditions set forth in this Agreement, and relying upon the representations and
warranties of the Company herein set forth, each Lender severally  agrees,  from
time to time during the period from and  including  the Closing  Date to but not
including the Maturity Date, to make a loan or loans to the Company in aggregate
principal  amount at any time  outstanding  not to exceed the Commitment of such
Lender.  The  Commitment of each Lender is revolving in nature,  and the Company
may  borrow,  repay  and  reborrow  an  aggregate  principal  amount  up to  the
applicable  Commitment  at any time and from  time to time  without  premium  or
penalty,  subject to the terms and  conditions  of this  Agreement.  The amounts
borrowed  by the  Company  pursuant to each  Commitment  (each such  borrowing a
"Loan" and,  collectively,  the "Loans",  and the  aggregate  amount of all such
Loans  outstanding  from time to time,  the "Loan Amount") shall be evidenced by
notes of like  tenor  except as to  principal  amount  in the form of  Exhibit A
hereto (each a "Note" and, collectively,  the "Notes"), the terms and conditions
of which are incorporated in and made a part of this Agreement.  Each Note shall
be dated the  Closing  Date and be made  payable to the order of the  respective
Lender for the principal sum of each such Lender's Commitment.

     2.2.  Closing;  Closing Date. The closing  hereunder (the "Closing")  shall
occur at 10:00 a.m.  at the  offices of the  Company on or before  November  21,
2001,  or such other  time and place as the  parties  may agree in writing  (the
"Closing Date"),  upon  satisfaction of the terms and conditions to the Lender's
obligations as set forth in Section 4.1 hereof.

     2.3.  Notice of  Borrowing.  In the event that the  Company  shall elect to
borrow from the Lenders pursuant  hereto,  the Company shall give written notice
thereof  to each  Lender not later  than  three (3)  Business  Days prior to the
proposed   date  of  such  Loans.   Each  such  notice  shall  be  by  facsimile
transmission,  promptly confirmed by letter, and shall specify therein:  (i) the
date of such proposed  Loans,  which shall be a Business Day; (ii) the aggregate
amount of such proposed  Loans,  which Loans shall be in increments of $100,000;
(iii) each  Lender's pro rata portion of the  aggregate  amount of such proposed
Loans (i.e.,  such Lender's  respective  Loan)  (determined  on the basis of the
ratio of such Lender's  Commitment to the aggregate amount of all  Commitments),
which when aggregated  together with the amount of all Loans of such Lender then
outstanding  shall not  exceed  the  Commitment  of such  Lender;  (iv) the bank
account or  accounts to which the  proceeds of such Loans  should be paid by the
Lenders;  and (v) the  intended  use of the  proceeds of such  Loans.  Upon such
notice properly given, and subject to the  determination by the Required Holders
that (i) the Company has  satisfied  the terms and  conditions  to the  Lenders'
obligations as set forth in Section 4.2 hereof,  including,  without limitation,
compliance  satisfactory  to the Required  Holders in their sole discretion with
the terms of Section 6.2(a) for use of proceeds, and (ii) there is no additional
borrowing  availability  under that certain Amended and Restated  Revolving Loan
and Security  Agreement dated December 29, 1995 between the Company and Congress
Financial Corporation,  as amended (the "Congress Facility"),  the Lenders shall
each fund their respective Loans at the time and to the account(s)  specified in
the Company's notice.

                                   ARTICLE III
                             Terms of Loans and Note

     3.1. Interest Rate; Payment; Usury.

     (a) Provided  that no Event of Default has occurred and is  continuing  and
subject to the other  provisions of this  Agreement,  the Loan Amount shall bear
interest at a rate per annum equal to three percent (3%) plus the rate from time
to time published in the Wall Street  Journal as the prime rate,  whether or not
such announced  rate is the best rate  available at any bank or other  financial
institution  (the "Interest  Rate").  During any period that an Event of Default
shall have occurred and be continuing,  interest on the Loan Amount shall accrue
at a rate  equal to the  Interest  Rate  plus two  percent  (2%)  (the  "Default
Interest Rate").  Notwithstanding  anything contained herein to the contrary, in
no event shall the interest rate on the Loans,  including  the Default  Interest
Rate,  exceed the highest rate  permitted  by  applicable  law.  Interest on the
Loans,  including  interest at the Default  Interest  Rate,  shall be based on a
360-day year,  and interest shall accrue and be payable for the actual number of
calendar days elapsed.  Interest  shall be payable in arrears  commencing on the
30th day of November,  2001 and  continuing  thereafter  on the last day of each
subsequent  month until the Loan Amount and all accrued  interest have been paid
in full.

     (b) It is the intention of the Company and the Lenders to conform  strictly
to  applicable  usury laws now or hereafter in force,  and any interest  payable
under this Agreement or the Notes shall be subject to reduction to an amount not
to exceed the maximum  non-usurious  amount for  commercial  loans allowed under
such  applicable  usury laws as now or hereafter  construed by the courts having
jurisdiction over such matters.  In the event such interest (whether  designated
as interest,  service  charges,  points,  origination  fees, or otherwise)  does
exceed the maximum  legal rate,  it shall be (i) canceled  automatically  to the
extent that such interest  exceeds the maximum legal rate; (ii) if already paid,
at the option of each  Holder,  either be rebated to the  Company or credited on
the principal amount of the Loans evidenced by the Note held by such Holder;  or
(iii) if the Loans have been prepaid in full,  then such excess shall be rebated
to the Company. It is further agreed, without limitation of the foregoing,  that
all calculations of the rate of interest  contracted for,  charged,  or received
under this  Agreement and the Notes that are made for the purpose of determining
whether such rate exceeds the maximum  legal rate,  shall be made, to the extent
permitted by applicable law, by amortizing, prorating, allocating, and spreading
throughout  the full  stated term of the Loans (and any  extensions  of the term
thereof that may be hereafter  granted) all such interest at any time contracted
for,  charged,  or received from the Company or otherwise by the Holders so that
the rate of  interest  on  account of the Loans,  as so  calculated,  is uniform
throughout  the term  thereof.  If the  Company is exempt or  hereafter  becomes
exempt  from  applicable  usury  statutes  or for any other  reason  the rate of
interest  to be  charged  on the  Loans  is not  limited  by  law,  none  of the
provisions  of this  paragraph  shall be  construed so as to limit or reduce the
interest or other  consideration  payable  under this  Agreement or the Notes or
under any instrument securing payment thereof.  The terms and provisions of this
paragraph  shall control and supersede  every other  provision of all agreements
between the parties hereto.

     3.2 Unused Commitment Fee. Up to and including the Maturity Date or date of
earlier  acceleration  of the Loans,  the Company shall pay each Lender a fee on
the unused portion of its  Commitment,  payable at maturity and quarterly on the
last Business Day of each March,  June,  September  and  December,  in an amount
equal to 37.5 basis points per annum  multiplied by the difference  between such
Lender's  Commitment and the average Loan Amount owed to such Lender during such
quarter or portion thereof.

     3.3. Maturity Date. Unless the same shall become due earlier as a result of
acceleration of the maturity,  the Loans shall mature on the earlier of: (i) the
date of consummation of the  Restructuring or (ii) the six (6) month anniversary
of the Closing Date (the  earlier of such dates being  referred to herein as the
"Maturity Date"),  at which time the outstanding  principal balance of the Loans
and all accrued and unpaid  interest  and  commitment  fees shall become due and
payable.

     3.4. Prepayments.  The Company may from time to time and at any time prepay
the Loans,  in whole or in part and without  premium or penalty,  provided  that
after giving effect to any such  prepayment  there is a minimum of $1,000,000 of
borrowing availability under the Congress Facility. Any partial prepayment shall
be applied first to interest which is accrued and unpaid and then to principal.

     3.5.  Manner of Payment.  The Company shall make payments in respect of the
Loans  (including  principal  and  interest)  by wire  transfer  of  immediately
available funds to the accounts  specified by the Holders.  Notwithstanding  any
other provision in this Agreement or the Notes, the Company covenants and agrees
and the Lenders among  themselves agree that all payments made by the Company of
interest and principal,  including any prepayments, shall be made to and for the
benefit of the Holders pro rata according to the outstanding  principal  balance
of their respective Notes.

     3.6.  Events of Default.  Each of the  following  constitutes  an "Event of
Default":

          (a) default  for five (5) days in the payment  when due of interest on
     any of the Notes;

          (b) default in payment when due of the principal on any of the Notes;

          (c) failure of the Company to make payments to the Holders of interest
     or  principal  due on the Notes or of any  prepayments  other than pro rata
     according to the outstanding principal balance of their respective Notes;

          (d) the  occurrence  and  continuation  of an "Event of Default" under
     that certain Term Loan and Credit  Agreement  dated as of March 10, 1995 by
     and among EWP, NBD Bank,  The  Huntington  National  Bank,  BankOne and NBD
     Bank, as agent,  as amended,  extended,  modified,  or renewed from time to
     time or under any agreement  evidencing  the  refinancing  of  indebtedness
     thereunder;

          (e) the occurrence and continuation of an "Event of Default" under the
     Congress Facility;

          (f) the occurrence and continuation of an "Event of Default" under the
     Stock Pledge  Agreement or the  Collateral  Assignment  (each as defined in
     Article IV hereof);

          (g) the  acceleration  for any reason of any of the obligations of the
     Company, prior to the express maturity of such obligations,  under its $100
     million 9 5/8% Senior Secured Notes due 2007;

          (h) failure by the Company for fifteen (15) days after notice from the
     Agent  (at the  direction  of the  Required  Holders)  to  comply  with the
     provisions described under Article VI hereof;

          (i) failure by the Company for thirty (30) days after  notice from the
     Agent (at the direction of the Required  Holders) to comply with any of its
     covenants or agreements in this Agreement or the Notes other than covenants
     and  agreements  which are subject to  subsections  (a) through (h) of this
     Section 3.6;

          (j) any of the  representations or warranties of the Company set forth
     in this Agreement or  incorporated  herein by reference or set forth in any
     statement or schedule  delivered  pursuant to this  Agreement was untrue or
     incorrect  in any  material  respect  as of the date of  execution  of this
     Agreement or as of the Closing Date or the date  subsequent  thereto of the
     making of any additional Loan, in either case as if made on such date;

          (k) the Company or any of its  Subsidiaries  pursuant to or within the
     meaning of Bankruptcy Law: (i) commences a voluntary case; (ii) consents to
     the entry of an order for relief against it in an involuntary  case;  (iii)
     consents  to  the   appointment  of  a  custodian  of  it  or  for  all  or
     substantially  all of its  property  or  assets;  or (iv)  makes a  general
     assignment for the benefit of its creditors; or

          (l) a court of competent  jurisdiction enters an order or decree in an
     involuntary  case or proceeding  under any  Bankruptcy Law that: (i) is for
     relief  against the  Company or any of its  Subsidiaries;  (ii)  appoints a
     custodian  of  the  Company  or  any of  its  Subsidiaries  or  for  all or
     substantially   all  of  the   property  of  the  Company  or  any  of  its
     Subsidiaries;  or (iii) orders the liquidation of the Company or any of its
     Subsidiaries;  and in any such case, the order or decree  remains  unstayed
     and in effect for 60 consecutive days.

          3.7. Acceleration.

          (a) Declaration of Acceleration. If any Event of Default occurs and is
     continuing,  the Agent shall,  at the  direction  of the  Required  Holders
     (given  in the sole  discretion  of such  Holders)  and upon  notice to the
     Company (i)  terminate  the  Commitments  or (ii)  declare the  outstanding
     principal  of, and accrued and unpaid  interest on, the Notes and all other
     amounts owing under this Agreement and the Notes to be immediately  due and
     payable, or either one or both of the foregoing,  whereupon the Commitments
     shall terminate forthwith and all such amounts shall become immediately due
     and payable, as the case may be; provided,  however, that in the case of an
     Event of Default  arising from any event described in clauses (k) or (l) of
     Section 3.6 hereof, the Loans and the Notes shall ipso facto become due and
     payable  without  further  action or notice on the part of the Agent or any
     Holder.

          (b) Rescission.  At any time after a declaration of acceleration  with
     respect to the Notes,  the Agent  shall,  at the  direction of the Required
     Holders (given in the sole discretion of such Holders),  rescind and cancel
     such declaration and its consequences.  No such rescission shall affect any
     subsequent Default or impair any right with respect thereto.

     3.8. Other Remedies.  If an Event of Default occurs and is continuing,  the
Agent  shall,  at the  direction  of the  Required  Holders  (given  in the sole
discretion of such Holders),  pursue any available remedy to collect the payment
of principal and interest  (including  interest at the Default Interest Rate) on
the Notes or to enforce the  performance  of any  provision of such Notes,  this
Agreement,  the Stock Pledge Agreement or the Collateral  Agreement.  A delay or
omission by the Agent in exercising  any right or remedy  accruing upon an Event
of Default  shall not impair  the right or remedy or  constitute  a waiver of or
acquiescence in the Event of Default.  All remedies are cumulative to the extent
permitted by law.

     3.9.  Waiver Of Past Defaults.  The Agent, at the direction of the Required
Holders  (given in the sole  discretion of such Holders)  shall waive in writing
any  existing  Default  or Event of  Default  and its  consequences  under  this
Agreement.  Upon any such  waiver,  such Default  shall cease to exist,  and any
Event of Default arising  therefrom shall be deemed to have been cured for every
purpose of this Agreement;  but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

     3.10. Priorities.  Any sums collected by a Holder hereunder or under a Note
held by it shall be  applied  first to all costs  and  expenses  of  collection,
including  reasonable  attorneys'  fees,  then to accrued  and  unpaid  interest
(including at the Default  Interest Rate to the extent  applicable)  and then to
principal due on such Holder's Note.

                                   ARTICLE IV
                       Conditions to Lender's Obligations

     4.1.  Conditions  at Closing  Date.  Each  Lender's  obligation to make the
initial  Loan on the Closing  Date shall be subject to the  satisfaction  of the
following  conditions on or before the Closing Date, except to the extent waived
by the Required Holders in writing:

          (a) The  Company  shall have  reimbursed  the Lenders for the fees and
     expenses  for which the Company is liable  pursuant to the terms of Section
     7.5, below, to the extent documented to the Company as of the Closing;

          (b) The Company shall have paid to each Lender an  origination  fee in
     the amount of two percent (2%) of its Commitment;

          (c) (i) The Bridge  Loan Stock  Pledge  Agreement  attached  hereto as
     Exhibit B (the  "Stock  Pledge  Agreement"),  pertaining  to the  Company's
     shares  of the  common  stock of EWP,  a  wholly  owned  subsidiary  of the
     Company,  shall have been executed and  delivered,  together with the blank
     stock powers and certificates  pertaining  thereto,  by or on behalf of the
     Company to and in favor of the Agent for the  benefit of the  Holders,  and
     such  agreement  shall be in full force and effect and (ii) the  Collateral
     Assignment  attached  hereto as  Exhibit C (the  "Collateral  Assignment"),
     pertaining to the Company's investment in EWP, shall have been executed and
     delivered  by or on behalf of the  Company to and in favor of the Agent for
     the benefit of the Holders, and such Collateral Assignment shall be in full
     force and effect;

          (d) Each of the  representations  and  warranties  of the  Company set
     forth in this Agreement or incorporated herein by reference or set forth in
     any statement or schedule delivered pursuant to this Agreement are true and
     correct  in all  material  respects  as of the  date of  execution  of this
     Agreement and as of the date of the Closing Date as if made on such date;

          (e) The  Company  shall not be in default  with  respect to any of its
     covenants and  agreements  set forth in Article VI of this Agreement or set
     forth elsewhere in this Agreement;

          (f) No  Default  or  Event  of  Default  shall  have  occurred  and be
     continuing;

          (g) The Company  shall have  delivered  to the Lenders a  certificate,
     executed by an officer of the Company  acceptable  to the Required  Holders
     and dated as of the Closing Date,  certifying to the Company's  fulfillment
     of the conditions  specified in subsections (a) through (f) of this Section
     4.1, and expressly  detailing,  and certifying the compliance  with Section
     6.2(a)  hereof with  regard to, the  intended  use of the  proceeds of such
     Loan; and

          (h) No other Lender shall have defaulted on its obligation to make its
     respective Loan hereunder.

     4.2. Conditions at Subsequent Date. Each Lender's obligation to make a Loan
on any date subsequent to the Closing Date shall be subject to the  satisfaction
of the following  conditions on or before the proposed date of such Loan, except
to the extent waived by the Required Holders in writing:

          (a) The  Company  shall have  reimbursed  the Lenders for the fees and
     expenses  for which the Company is liable  pursuant to the terms of Section
     7.5,  below,  to the extent  documented to the Company as of the closing of
     such Loan;

          (b) Each of the  representations  and  warranties  of the  Company set
     forth in this Agreement or incorporated herein by reference or set forth in
     any statement or schedule delivered pursuant to this Agreement are true and
     correct in all material respects as of the date of the closing of such Loan
     as if made on such date;

          (c) The  Company  shall not be in default  with  respect to any of its
     covenants and  agreements  set forth in Article VI of this Agreement or set
     forth elsewhere in this Agreement;

          (d) No  Default  or  Event  of  Default  shall  have  occurred  and be
     continuing;

          (e) The Company  shall have  delivered  to the Lenders a  certificate,
     executed by an officer of the Company,  acceptable to the Required  Holders
     and dated as of the date of the  closing  of such Loan,  certifying  to the
     Company's  fulfillment  of the  conditions  specified  in  subsections  (a)
     through (d) of this Section 4.2, and expressly  detailing,  and  certifying
     the compliance  with Section 6.2(a) hereof with regard to, the intended use
     of the proceeds of such Loan; and

          (f) No other Lender shall have defaulted on its obligation to make its
     respective Loan hereunder.

     4.3. Waiver; Termination. The Required Holders may in their sole discretion
waive in writing any of the  conditions set forth in Sections 4.1 or 4.2 hereof.
If the  conditions to the Lenders'  obligations  set forth in Section 4.1 hereof
shall not have been  satisfied by the Company or waived by the Required  Holders
on or  before  November  30,  2001,  the  Required  Holders  may in  their  sole
discretion  terminate the  obligations  and benefits of the Lenders  pursuant to
this Agreement  without any liability on the part of the Agent or the Lenders to
any other Person.

                                    ARTICLE V
                         Representations and Warranties

     5.1.  Representations and Warranties of the Company. In order to induce the
Lenders to enter into this Agreement, the Company represents and warrants to the
Lenders on the date hereof and on and as of the date of each Loan, as if made on
and as of such date,  which  representations  and warranties  shall survive such
date and be independent of any  investigation  or lack of  investigation  of the
Company made by or on behalf of the Agent or the Lenders, as follows:

          (a)  Organization and Standing.  The Company is duly  incorporated and
     validly  existing  under  the laws of the  State of  Delaware,  and has all
     requisite  corporate power and authority to own or lease its properties and
     assets and to conduct  its  business  as it has been and is  proposed to be
     conducted.  The Company is qualified to do business and in good standing in
     each  jurisdiction in which the failure to so qualify could have a material
     adverse  effect  upon  its  assets,  properties,   liabilities,   financial
     condition, results of operations or business.

          (b) Capacity of the Company;  Consents;  Execution of Agreements.  The
     Company has the requisite corporate power, authority, and capacity to enter
     into  this  Agreement,  the  Note,  the  Stock  Pledge  Agreement  and  the
     Collateral Assignment and to perform the transactions and obligations to be
     performed by the Company  hereunder and thereunder.  Except as described on
     Schedule  5.1(b)  hereto,  no consent,  authorization,  approval,  license,
     permit or order of, or filing with, any Person or Governmental Authority is
     required in connection  with the execution and delivery of this  Agreement,
     the Notes, the Stock Pledge Agreement and the Collateral  Assignment or the
     performance  by the  Company  of the  transactions  and  obligations  to be
     performed by it hereunder and  thereunder,  except as  contemplated by said
     agreements. The failure to obtain any of the consents described on Schedule
     5.1(b)  prior to the Closing Date will not have a material  adverse  effect
     upon the Company's assets,  properties,  liabilities,  financial condition,
     results of  operations  or  business.  The  execution  and delivery of this
     Agreement,  the  Notes,  the  Stock  Pledge  Agreement  and the  Collateral
     Assignment by the Company,  and the  performance  of the  transactions  and
     obligations  contemplated hereby and thereby by the Company, have been duly
     authorized by all requisite action of the Company. This Agreement has been,
     and the Notes,  the Stock Pledge  Agreement and the  Collateral  Assignment
     will be, duly  executed and delivered by a duly  authorized  officer of the
     Company and constitutes,  or when executed and delivered will constitute, a
     valid  and  legally  binding  agreement  of  the  Company,  enforceable  in
     accordance with their terms,  except as enforcement  thereof may be limited
     by  bankruptcy,  insolvency,  reorganization,  moratorium  or other similar
     laws,  both state and federal,  affecting  the  enforcement  of  creditors'
     rights or remedies in general  from time to time in effect and the exercise
     by courts of equity  powers or their  application  of  principles of public
     policy.

          (c) Valid Issuance.  The Notes to be issued hereunder,  when issued by
     the Company to the Lenders pursuant to the terms of this Agreement, will be
     duly authorized and validly issued.

          (d) Conflicts; Defaults. The execution and delivery of this Agreement,
     the  Notes  and  the  Stock  Pledge  Agreement  by  the  Company,  and  the
     performance by the Company of the transactions and obligations contemplated
     hereby and thereby to be performed,  will not: (i) violate,  conflict with,
     or  constitute  a  default  under  any of the  terms or  provisions  of its
     certificate of incorporation or bylaws,  or any provisions of, or result in
     the  acceleration  of  any  obligation  under,  any  Contract,  note,  debt
     instrument,  security agreement,  or other instrument to which the Company,
     or any Subsidiary is a party or by which the Company,  or any Subsidiary or
     any of their  respective  assets is bound;  (ii) result in the  creation or
     imposition  of any Liens or claims  upon the  assets of the  Company or any
     Subsidiary  or their  issued and  outstanding  capital  stock,  except with
     respect to the stock of EWP to be pledged under the Stock Pledge  Agreement
     or as otherwise contemplated by the Collateral Assignment; (iii) constitute
     a  violation  of any  law,  statute,  judgment,  decree,  order,  rule,  or
     regulation of a Governmental  Authority  applicable to the Company,  or any
     Subsidiary;  or (iv)  constitute  an event which,  after notice or lapse of
     time or both,  would  result in any of the  foregoing.  The  Company is not
     presently in violation of any provision of its certificate of incorporation
     or bylaws.

          (e) Compliance with Laws. Neither the Company nor any Subsidiary is in
     violation  of,  nor do any of their  respective  operations  violate in any
     respect,  any statute,  law, or  regulation of any  Governmental  Authority
     applicable to the Company or a Subsidiary, as the case may be, any of their
     respective   assets,   or  the  conduct  of  their  respective   businesses
     ("Applicable Laws"), the violation of which reasonably could be anticipated
     to have a material  adverse  effect upon the  Company's  or a  Subsidiary's
     respective assets, properties, liabilities, financial condition, results of
     operations  or  business,  and no material  expenditures  are or,  based on
     present  requirements,  will be required of the Company or its Subsidiaries
     in order for them to comply or  remain in  compliance  with any  Applicable
     Laws.

          (f)  Litigation.  Neither the Company nor any Subsidiary is a party to
     any material legal action,  suit, claim,  investigation or proceeding which
     is not adequately  described in a periodic report  heretofore  filed by the
     Company  with the SEC,  and,  to the best of the  Company's  knowledge  and
     belief  after due  inquiry,  there  exist no facts or  circumstances  which
     reasonably could be anticipated to result in any such action,  suit, claim,
     investigation, or proceeding.

          (g) Taxes.  The Company has  prepared  and duly and timely  filed with
     each  appropriate  Governmental  Authority,  all material  federal,  state,
     municipal,  local and foreign tax  returns,  information  returns and other
     reports required to be filed on or before the date of this Agreement or the
     making of any Loan and has paid all material  taxes  required to be paid by
     the Company  prior to the date of this  Agreement or the making of any Loan
     in respect of the periods covered by such returns and reports,  except such
     taxes as are being contested in good faith.

          (h) Environmental Compliance.  The Company and its Subsidiaries are in
     compliance  with  all  applicable   federal,   state  and  local  laws  and
     requirements  (including permit requirements) relating to the protection of
     health or the environment in connection  with the ownership,  operation and
     condition of its properties and business, except as described in a periodic
     report  heretofore  filed by the Company  with the SEC or where  failure to
     comply  would  not  have a  material  adverse  effect  on the  business  or
     operations of the Company or any Subsidiary.

          (i) Securities Laws. No consent,  authorization,  approval, permit, or
     order of or filing with any Governmental Authority is required in order for
     the  Company  to execute  and  deliver  this  Agreement,  the Stock  Pledge
     Agreement or the Collateral  Assignment or to offer, issue, sell or deliver
     the Notes.  Based in part on the  representations  of the Lenders and under
     the   circumstances   contemplated   hereby  and  under  current  laws  and
     regulations,  the offer,  issuance,  sale and  delivery of the Notes to the
     Lenders  are  exempt  from  the   prospectus   delivery  and   registration
     requirements of the 1933 Act.

          (j)  Disclosure.  The  Company  has  fully  responded  to all  written
     requests for  information and has accurately  answered,  to the best of the
     Company's  knowledge  and belief after due inquiry,  all written  questions
     from the Lenders concerning the assets, properties,  liabilities, financial
     condition, results of operations, business and prospects of the Company and
     its Subsidiaries, and has not knowingly withheld any facts relating thereto
     which it  reasonably  believed to be material  with  respect to the assets,
     properties,   liabilities,  financial  condition,  results  of  operations,
     business or prospects of the Company or any  Subsidiary.  No information in
     this Agreement, or in any Schedule or Exhibit attached to this Agreement or
     delivered  to the  Lenders  in  connection  herewith,  contains  any untrue
     statement  of a material  fact or when  considered  together  with all such
     information  delivered  to the  Lenders  omits to state any  material  fact
     necessary  in  order  to  make  the  statements  made in the  light  of the
     circumstances  under  which  they were  made,  when  taken as a whole,  not
     misleading.  The  disclosures  made in writing by the Company in connection
     with this Agreement do not contain any untrue  statement of a material fact
     or omit to state a material  fact  necessary  to make the  statements  made
     therein not misleading.  There is no fact or  circumstance  relating to the
     Company or any Subsidiary which materially and adversely  affects or in the
     future may, in the reasonable business judgment of the Company, be expected
     materially and adversely to affect the same which has not been set forth in
     this Agreement or the Schedules hereto.

     5.2.  Representations and Warranties of the Lenders. Each Lender (solely as
to itself and not as to any other Lender) represents and warrants to the Company
that:

          (a) Investment  Intent.  The Note to be issued to such Lender is being
     acquired  for its own  account  and not with the view to, or for  resale in
     connection  with, any  distribution or public  offering  thereof within the
     meaning of the 1933 Act.  Such  Lender  understands  that such Note has not
     been  registered  under  the  1933  Act  by  reason  of its  issuance  in a
     transaction   exempt  from  the   registration   and  prospectus   delivery
     requirements  of the 1933 Act pursuant to Section 4(2) thereof.  It further
     understands  that such Note will bear the following  legend and agrees that
     it will hold such Note subject thereto:

          THIS NOTE HAS NOT BEEN  REGISTERED  PURSUANT TO THE  SECURITIES ACT OF
          1933 OR ANY STATE  SECURITIES  LAW.  NEITHER THIS NOTE NOR ANY PORTION
          HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED,  PLEDGED
          OR OTHERWISE  DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT
          AND ANY APPLICABLE  STATE  SECURITIES LAW, OR UNLESS AN EXEMPTION FROM
          SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT
          THE  EXPENSE  OF  THE  HOLDER  HEREOF,   EVIDENCE  OF  SUCH  EXEMPTION
          REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER
          THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

          (b) Capacity of the Lender;  Execution of  Agreement.  Such Lender has
     all requisite power, authority,  and capacity to enter into this Agreement,
     and to perform the  transactions  and  obligations  to be  performed  by it
     hereunder. This Agreement has been duly authorized,  executed and delivered
     by it and constitutes its valid and legally binding obligation, enforceable
     in accordance with its terms,  except as enforcement thereof may be limited
     by  bankruptcy,  insolvency,  reorganization,  moratorium  or other similar
     laws,  both state and federal,  affecting  the  enforcement  of  creditors'
     rights or remedies in general  from time to time in effect and the exercise
     by courts of equity  powers or their  application  of  principles of public
     policy.

          (c) Accredited Investor.  Such Lender and, if such Lender is a limited
     partnership or limited  liability  company,  each partner or member of such
     Lender,  is an  "accredited  investor"  as  defined  in  Rule  501  (a)  of
     Regulation D promulgated under the 1933 Act.

                                   ARTICLE VI
                            Covenants and Agreements

     6.1. Affirmative Covenants. So long as any Indebtedness remains outstanding
under this  Agreement  and the Notes,  the Company  covenants and agrees that it
will and will cause each Subsidiary to:

          (a) Certain  Information  and SEC  Reports.  Furnish to each Lender in
     form and substance satisfactory to the Required Holders:

               (i)  within  five  (5)  days  after  the  Company  learns  of the
          commencement or overtly threatened  commencement of any material claim
          or suit, legal or equitable, or of any administrative, arbitration, or
          other   similar   proceeding   against  the  Company  or  any  of  its
          Subsidiaries,  or any  of  their  respective  businesses,  assets,  or
          properties which claim or proceeding,  if determined  adversely to the
          Company or such Subsidiary, would be likely to have a material adverse
          effect on the Company and its Subsidiaries,  taken as a whole, written
          notice of the nature and extent of such suit or proceeding;

               (ii)  within  five (5)  days  after  the  Company  learns  of any
          circumstance  or event  which  reasonably  can be  expected  to have a
          material  adverse  effect  on  the  assets,  properties,  liabilities,
          financial condition, results of operations,  business, or prospects of
          the Company or any Subsidiary, written notice of the nature and extent
          of such circumstance or event;

               (iii) simultaneous with the transmission thereof to the Company's
          shareholders, copies of (or notice from an EDGAR watch service of) all
          financial statements, proxy statements,  reports and any other general
          written communications which the Company sends to its shareholders and
          copies (or notice from an EDGAR watch service of) of all  registration
          statements and all regular, special or periodic reports which it files
          with  the SEC or with any  securities  exchange  on  which  any of its
          securities are then listed, and copies of all press releases and other
          statements  made  available  generally  by the  Company  to the public
          concerning material developments in the Company's businesses; and

               (iv)  within  ten (10)  days  after a Holder  makes a  reasonable
          request  therefor,  such other data relating to the business,  affairs
          and financial condition of the Company or any of its Subsidiaries.

          (b) Taxes. Pay and discharge all taxes and other governmental  charges
     before the same shall  become  overdue,  unless and to the extent only that
     such payment is being contested in good faith.

          (c) Insurance.  Maintain insurance coverage on its physical assets and
     against  other  business  risks in such  amounts  and of such  types as are
     customarily  carried by  companies  similar in size and nature,  and in the
     event of  acquisition  of  additional  property,  real or  personal,  or of
     incurrence  of  additional  risks of any nature,  increase  such  insurance
     coverage in such manner and to such extent as prudent business judgment and
     present practice would dictate.

          (d) Examination of Books.  Permit each Lender,  through its authorized
     attorneys, accountants and representatives, to examine the Company's books,
     accounts,  records, ledgers and assets of every kind and description at all
     reasonable  times  upon oral or  written  request  of such  Lender,  at the
     Company's cost and expense  (provided that so long as the Company shall not
     be in default,  the Company  shall be obligated to pay for no more than one
     (1) such examination per year).

          (e)  Notification  of  Events of  Default,  Acceleration  or  Material
     Adverse Effect. Promptly notify each Lender of any condition or event which
     constitutes,  or with the passage of time and/or the giving of notice would
     constitute, an Event of Default under this Agreement or of payment defaults
     aggregating  more than $500,000 on any  Indebtedness of the Company and its
     Subsidiaries or of any  acceleration of the maturity of any Indebtedness of
     the  Company  and its  Subsidiaries  aggregating  more than  $500,000,  and
     promptly inform each Lender of the existence or occurrence of any condition
     or event (other than conditions having an effect on the economy in general)
     which could  reasonably be  anticipated  to have a material  adverse effect
     upon the Company's financial condition.

          (f)  Maintenance  of Licenses.  Maintain in good standing all licenses
     required by any  Governmental  Authority  that may be necessary or required
     for  the  Company  and  its  Subsidiaries  to  carry  on  their  respective
     businesses,  where the  failure  to  maintain  such  licenses  would have a
     material  adverse  effect on the  Company and its  Subsidiaries  taken as a
     whole.

          (g) ERISA Compliance. Comply with all material requirements imposed by
     the Employee  Retirement Income Security Act of 1974 as presently in effect
     or hereafter promulgated, including but not limited to, the minimum funding
     requirements of any defined contribution employee benefit plan.

          (h)  Compliance  with Law.  Comply in all material  respects  with all
     applicable  laws,  rules,   regulations  and  orders  of  any  Governmental
     Authority,  such compliance to include,  without limitation,  paying before
     the same become delinquent all taxes, assessments, and governmental charges
     imposed upon it or upon its property,  except to the extent that compliance
     with  any of the  foregoing  is  then  being  contested  in good  faith  by
     appropriate legal proceedings and with respect to which adequate  financial
     reserves have been  established on the books and records of the Company and
     except where the failure to comply would not have a material adverse effect
     on the Company and its Subsidiaries, taken as a whole.

     6.2. Negative  Covenants.  The Company covenants and agrees that so long as
any Indebtedness remains outstanding under this Agreement and the Notes, without
the prior written consent of the Required Holders, the Company will not:

          (a) Use of  Proceeds.  Use all or any  portion of the  proceeds of any
     Loan for any  purpose  other  than  the  funding  and  payment  of  ongoing
     operating  expenses of the Company arising or becoming due on or subsequent
     to the Closing Date or, with respect to any Loan made thereafter,  the date
     of the making of such Loan.  The  Company  expressly  covenants  and agrees
     that,  without  limiting the generality of the foregoing,  the Company will
     not apply any  portion of the  proceeds  of any Loan to the  payment of any
     past due  indebtedness  of the  Company to any vendor or supplier or to the
     satisfaction of any other past due trade payables of the Company.

          (b) No Mergers,  Etc. Enter into any merger or  consolidation or sell,
     lease, transfer or dispose of all,  substantially all, or any material part
     of its assets,  except (i) in the ordinary course of its business,  or (ii)
     upon  the  consent  of the  Required  Holders  at  the  time  to  any  such
     transaction,  and subject in either such case to the  approval of the Board
     of  Directors  of the  Company in  accordance  with the  provisions  of the
     Company's bylaws.

          (c) Limitations on Indebtedness. Become or remain obligated, or suffer
     or  permit  any  Subsidiary  to  become  or  remain   obligated,   for  any
     Indebtedness, except:

               (i) Existing Indebtedness as set forth on Schedule 6.2(c) hereto;
          and

               (ii) Indebtedness arising pursuant to this Agreement.

                                   ARTICLE VII
                                  Miscellaneous

     7.1. Waiver and Amendments. No failure or delay on the part of the Agent or
the  Lenders  in the  exercise  of any power or right,  and no course of dealing
between the Company and the Agent or the Lenders,  shall  operate as a waiver of
such power or right,  nor shall any single or partial  exercise  of any power or
right  preclude other or further  exercise  thereof or the exercise of any other
power or right. Remedies provided for herein are cumulative and not exclusive of
any  remedies  which may be  available  to the Agent or the Lenders at law or in
equity.  No notice to or demand on the Company  required  hereunder or under the
Notes shall in any event  entitle the Company to any other or further  notice or
demand in similar or other  circumstances or constitute a waiver of the right of
the Agent or the  Lenders to any other or further  action and any  circumstances
without notice or demand.  No amendment,  modification  or waiver of, or consent
with respect to, any provision of this Agreement or the Notes shall in any event
be effective  with respect to any Lender unless the same shall be in writing and
signed and delivered by the Required Holders;  provided,  however,  that no such
amendment, modification, termination or waiver shall, without the consent of all
of the  Lenders:  (i)  authorize  or permit the  extension  of time for,  or any
reduction of the amount of, any payment of the principal of, or interest on, the
Notes,  any rate of interest  applicable  thereto,  or any fees or other amounts
payable  thereunder;  (ii) amend or terminate the  respective  Commitment of any
Lender or  modify  the  provisions  of this  Section  7.1 or the  definition  of
Required Holders;  or (iii) provide for the release of any collateral subject to
the Stock  Pledge  Agreement  or the  Collateral  Assignment.  Any waiver of any
provision of this  Agreement or the Notes,  and any consent to any  departure by
the Company  from the terms of any  provision  of this  Agreement  or the Notes,
shall be effective  only in the specific  instance and for the specific  purpose
for which it is given.

     7.2. The Agent. Each Lender hereby irrevocably  designates and appoints the
Agent to act as  specified  herein  and in the Stock  Pledge  Agreement  and the
Collateral  Assignment  or as directed by the  Required  Holders,  and each such
Lender hereby irrevocably authorizes the Agent to take such action on its behalf
under the  provisions  of this  Agreement,  the Stock Pledge  Agreement  and the
Collateral  Assignment or as directed by the Required  Holders,  and to exercise
such powers and perform such duties as are  expressly  delegated to the Agent by
the terms of this  Agreement,  the Stock  Pledge  Agreement  and the  Collateral
Assignment  or as directed by the  Required  Holders,  together  with such other
powers as are  reasonably  incidental  thereto.  The Agent agrees to act as such
upon the express conditions  contained in this Section 7.2.  Notwithstanding any
provision to the contrary elsewhere in this Agreement,  the Agent shall not have
any duties or responsibilities,  except those expressly set forth herein, in the
Stock Pledge  Agreement or in the  Collateral  Assignment  or as directed by the
Required Holders, nor any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Agent. The provisions
of this Section 7.2 are solely for the benefit of the Agent, and the Lenders and
the Company shall not have any rights as a third party beneficiary of any of the
provisions  hereof. In performing its functions and duties under this Agreement,
the Agent shall act solely as agent of the Lenders and does not assume and shall
not be deemed to have assumed any obligation or  relationship of agency or trust
with or for the Company.  Neither the Agent nor any of its respective  officers,
directors,  employees,  agents,  attorneys-in-fact  or  affiliates  shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such person
under or in connection with this Agreement  (except for its or such person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements,  representations or warranties made
by the Company or any of its  officers  contained in this  Agreement,  the Stock
Pledge  Agreement,  the  Collateral  Assignment or in any  certificate,  report,
statement or other  document  referred to or provided for in, or received by the
Agent under or in  connection  with,  this  Agreement  or for any failure of the
Company to perform its obligations  hereunder.  The Agent shall not be under any
obligation  to any Lender to  ascertain  or to inquire as to the  observance  or
performance  of any of the  agreements  contained  in, or  conditions  of,  this
Agreement,  or to inspect the properties,  books or records of the Company.  The
Agent shall not be responsible to any Lender for the effectiveness, genuineness,
validity,  enforceability,  collectibility or sufficiency of this Agreement, the
Stock Pledge Agreement or the Collateral  Assignment or for any representations,
warranties, recitals or statements made herein or therein or made in any written
or oral statement or in any financial or other statements,  instruments, reports
certificates  or  any  other  documents  in  connection  herewith  or  therewith
furnished  or made by the Agent to the Lenders or by or on behalf of the Company
to the Agent or any  Lender or be  required  to  ascertain  or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or  agreements  contained  herein or therein or as to the use of the proceeds of
the Loans or of the  existence or possible  existence of any Default or Event of
Default.  Each Lender expressly  acknowledges  that neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates have
made  any  representations  or  warranties  to it and  that no act by the  Agent
hereinafter  taken,  including any review of the affairs of the Company shall be
deemed to constitute any  representation or warranty by the Agent to any Lender.
Each  Lender  represents  to the Agent that it has,  independently  and  without
reliance upon the Agent,  or any other Lender,  and based on such  documents and
information  as it  has  deemed  appropriate,  made  its  own  appraisal  of and
investigation into the business,  assets,  operations,  property,  financial and
other conditions, prospects and creditworthiness of the Company and made its own
decision to make its Loans hereunder and enter into this Agreement.  The Lenders
agree to indemnify the Agent in its capacity as such ratably  according to their
respective Commitments,  from and against any and all liabilities,  obligations,
losses,  damages,  penalties,   actions,  judgments,  suits,  costs,  reasonable
expenses  or  disbursements  of any  kind  whatsoever  which  may  at  any  time
(including,  without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Agent in its capacity as such
in any way  relating  to or  arising  out of this  Agreement,  the Stock  Pledge
Agreement or the  Collateral  Assignment,  or any documents  contemplated  by or
referred to herein or the transactions  contemplated  hereby or any action taken
or  omitted  to be taken by the  Agent  under or in  connection  with any of the
foregoing,  but only to the extent that any of the  foregoing is not paid by the
Company, provided that no Lender shall be liable to the Agent for the payment of
any  portion  of such  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements  to the extent
resulting  solely from the Agent's gross negligence or willful  misconduct.  The
agreements in this Section 7.2 shall survive the payment of all Loans.

     7.3. Notices.  All notices and other  communications  required or permitted
under this Agreement shall be in writing and, if mailed by prepaid registered or
certified mail, return receipt requested,  shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) Business Days after
the post-mark date thereof.  Except as otherwise  provided  herein,  notices may
also be given by recognized  overnight  courier services or delivered by hand or
facsimile  transmission.  In the event of delivery by overnight courier service,
such notice shall be deemed to have been received as of the regularly  scheduled
time for delivery  established by such courier service. In the event of delivery
by hand, such notice shall be deemed  effective when delivered.  In the event of
delivery by facsimile  transmission,  such notice shall be deemed effective upon
confirmation of transmission.  All notices and other  communications  under this
Agreement shall be given to the parties hereto at the following addresses:

If to the Company:

                  Keystone Consolidated Industries, Inc.
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attention:  Chief Financial Officer
                  Fax:  (972) 448-1408

With a copy to:

                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  Post Office Box 551
                  Wilmington, Delaware  19899
                  Attention:  Mark D. Collins, Esq.
                  Fax:  (302) 651-7701

If to the Agent:

                  EWP Financial LLC
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attention:  Bobby D. O'Brien
                  Fax:  (972) 448-1445

With a copy to:

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attention:  Edward J. Hardin, Esq.
                  Fax:  (404) 525-2224

If to the Lenders:

                  To the address for each Lender set forth on Annex I hereto.

Any party hereto may change the address to which notices shall be directed under
this Section 7.2 by giving written notice of such change to the other parties.

     7.4.  Restriction on Transfer.  The Lenders acknowledge that the Notes have
not been  registered  under the 1933 Act, as amended,  or the securities laws of
any state.  Accordingly,  the Notes may not be sold or otherwise  disposed of or
transferred,  unless such sale,  disposition or transfer is registered under the
1933 Act and applicable state securities laws or unless the Company has received
an opinion of  counsel  reasonably  acceptable  to the  Company  that such sale,
disposition or transfer is exempt from such registration. The Notes shall bear a
restrictive legend to the foregoing effect.

     7.5.  Expenses.  The Company  shall  reimburse the Lenders for all of their
reasonable  out-of-pocket  expenses  incurred in the  negotiation,  preparation,
execution and delivery of this Agreement, the Notes, the Stock Pledge Agreement,
the Collateral  Assignment and related  matters,  and all related due diligence,
including,  without  limitation,  the expenses of legal counsel and accountants.
The  Company  shall also  reimburse  each  Holder  for all of its  out-of-pocket
expenses incurred in the administration, waiver, modification and enforcement of
any of its rights  under this  Agreement,  the Note held by it, the Stock Pledge
Agreement and the Collateral  Assignment,  including,  without  limitation,  the
reasonable expenses of legal counsel and accountants.  In addition,  the Company
shall be responsible for any  documentary  taxes incurred in connection with the
transactions contemplated by this Agreement and the Notes.

     7.6.  Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction, shall as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

     7.7.  Governing Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of Texas  without  giving  effect to any
choice or conflict of law  provision  or rule  (whether of the State of Texas or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction other than the State of Texas.

     7.8. Successors and Assigns. This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns; provided,  however, that the Company may not, without the prior written
consent of all of the  Lenders,  assign its rights or  obligations  hereunder or
under the Notes,  the Stock Pledge Agreement or the Collateral  Assignment,  and
the Lenders shall not be obligated to make any Loan to any entity other than the
Company. No Lender may assign, or sell a participation in, all or any portion of
its rights or  obligations  under this  Agreement,  the Notes,  the Stock Pledge
Agreement or the Collateral Assignment, without the prior written consent of the
Required Holders.  With the prior written consent of the Required  Holders,  any
Lender may assign all or a portion of its Loans and Commitment  hereunder to one
or more Persons,  each of which  assignees  shall become a party to and be bound
by, and shall make the  representations  and warranties of a Lender under,  this
Agreement  by  execution  of an  assignment  agreement  in the form of Exhibit D
hereto (an "Assignment Agreement").  In connection with any such assignment, the
Company  shall,  upon  request by the  assignor  and  assignee and return of the
original  Note in  favor  of the  assignor,  issue  replacement  Note(s)  to the
assignee  and, if  applicable,  the  assignor in the amount of their  respective
Commitments set forth in the applicable Assignment Agreement.

     7.9. Headings. Headings used in this Agreement are for convenience only and
shall not be used in connection with the interpretation of any provision hereof.

     7.10.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
separate counterparts shall together constitute one and the same instrument.

     7.11.  Withholding  Tax. The Lenders  acknowledge  that the Company will be
required  to  comply  with the  requirements  of the  Internal  Revenue  Service
relative  to  backup  withholding  and the  Lenders  may be  subject  to  backup
withholding  depending on their individual status and compliance with applicable
filing requirements of the Internal Revenue Service.

     7.12 Entire  Agreement.  This  Agreement,  together  with the  exhibits and
schedules  hereto,  constitutes the entire agreement  between the parties hereto
relating to the subject  matter hereof and  supersedes  all prior  negotiations,
discussions,   writings  and  agreements   between  them,   including,   without
limitation, the Original Loan Agreement.

                  [Remainder of page intentionally left blank.
                            Signature page follows.]


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  by the  undersigned  thereunto  duly  authorized  as of the date first
written above.

                                  THE COMPANY:

                                  KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                                  By:
                                  ---------------------------------------------
                                  Name:
                                  ---------------------------------------------
                                  Title:
                                  ---------------------------------------------

                                  THE AGENT:

                                  EWP FINANCIAL LLC


                                  By:
                                  ---------------------------------------------
                                  Name:
                                  ---------------------------------------------
                                  Title:
                                  ---------------------------------------------

                                  THE LENDERS:

                                  EWP FINANCIAL LLC


                                  By:
                                  ---------------------------------------------
                                  Name:
                                  ---------------------------------------------
                                  Title:
                                  ---------------------------------------------



                                  ---------------------------------------------
                                  By:
                                  ---------------------------------------------
                                  Name:
                                  ---------------------------------------------
                                  Title:
                                  ---------------------------------------------


<PAGE>



                                     ANNEX I

<TABLE>
<CAPTION>
                                                                                                      % of Total
        Name of Lender                    Address of Lender                   Commitment              Commitment
        --------------                    -----------------                   ----------              ----------

<S>                             <C>                                           <C>                        <C>
EWP Financial LLC               Three Lincoln Centre                          $6,000,000                 100%
                                5430 LBJ Freeway
                                Suite 1740
                                Dallas, Texas  75240





                                Total Commitment Amount:                      $6,000,000
</TABLE>




<PAGE>




                                    Exhibit A

THIS NOTE HAS NOT BEEN REGISTERED  PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY
STATE  SECURITIES  LAW.  NEITHER  THIS NOTE NOR ANY  PORTION  HEREOF OR INTEREST
HEREIN MAY BE SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF
UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAW, OR UNLESS AN EXEMPTION FROM SUCH  REGISTRATION IS AVAILABLE AND THE COMPANY
SHALL HAVE  RECEIVED,  AT THE  EXPENSE OF THE HOLDER  HEREOF,  EVIDENCE  OF SUCH
EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER
THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).


                                 PROMISSORY NOTE

$6,000,000.00                                            Dallas, Texas
                                                         November 21, 2001

     FOR VALUE  RECEIVED,  KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC., a Delaware
corporation (the  "Company"),  promises to pay to the order of EWP Financial LLC
(the "Holder"),  at 5430 LBJ Freeway,  Suite 1740, Dallas,  Texas 75240, or such
other place as  designated  in writing by the Holder,  the  principal sum of SIX
MILLION DOLLARS ($6,000,000.00) or, if less, the then unpaid principal amount of
Loans made by the Holder to the Company pursuant to that certain EWP Bridge Loan
Agreement dated as of November 1, 2001 by and between the Company, EWP Financial
LLC, as Agent,  the  Holder,  and the other  Lenders  party  thereto  (the "Loan
Agreement"),  together with interest on the principal  balance  outstanding from
time to time in  accordance  with the  provisions  of this  Note.  This  Note is
executed and delivered by the Company pursuant to the Loan Agreement,  the terms
and conditions of which are incorporated  herein by reference.  Unless otherwise
indicated herein, capitalized terms used in this Note have the same meanings set
forth in the Loan Agreement.

     1. Interest Rate; Payment; Usury.

          (a) Provided  that no Event of Default has occurred and is  continuing
     and subject to the other provisions of this Note, the outstanding principal
     of this Note shall bear interest at a rate per annum equal to three percent
     (3%) plus the rate from time to time  published in the Wall Street  Journal
     as the prime  rate,  whether  or not such  announced  rate is the best rate
     available at any bank or other financial institution (the "Interest Rate").
     During any  period  that an Event of Default  shall  have  occurred  and be
     continuing, interest on the outstanding principal of this Note shall accrue
     at a rate equal to the Interest  Rate plus two percent  (2%) (the  "Default
     Interest Rate"). Notwithstanding anything contained herein to the contrary,
     in no event shall the  interest  rate on this Note,  including  the Default
     Interest  Rate,  exceed the  highest  rate  permitted  by  applicable  law.
     Interest on this Note,  including  interest at the Default  Interest  Rate,
     shall be based on a 360-day year,  and interest shall accrue and be payable
     for the actual number of calendar days elapsed.  Interest  shall be payable
     in arrears  commencing  on the 30th day of  November,  2001 and  continuing
     thereafter on the last day of each subsequent month until the principal and
     all accrued interest have been paid in full.

          (b) It is the  intention  of the  Company  and the  Holder to  conform
     strictly  to  applicable  usury  laws now or  hereafter  in force,  and any
     interest  payable under this Note or the Loan Agreement shall be subject to
     reduction  to an amount not to exceed the maximum  non-usurious  amount for
     commercial  loans  allowed  under  such  applicable  usury  laws  as now or
     hereafter construed by the courts having jurisdiction over such matters. In
     the event such interest (whether  designated as interest,  service charges,
     points,  origination fees or otherwise) does exceed the maximum legal rate,
     it shall be (i)  canceled  automatically  to the extent that such  interest
     exceeds the maximum legal rate;  (ii) if already paid, at the option of the
     Holder,  either be rebated  to the  Company or  credited  on the  principal
     amount of this Note;  or (iii) if this Note has been prepaid in full,  then
     such excess shall be rebated to the Company. It is further agreed,  without
     limitation of the foregoing,  that all calculations of the rate of interest
     contracted for, charged, or received under this Note and the Loan Agreement
     that are made for the purpose of determining  whether such rate exceeds the
     maximum legal rate,  shall be made,  to the extent  permitted by applicable
     law, by amortizing,  prorating,  allocating,  and spreading  throughout the
     full stated term of this Note (and any  extensions of the term thereof that
     may be hereafter  granted) all such  interest at any time  contracted  for,
     charged,  or received  from the Company or  otherwise by the Holder so that
     the rate of interest on account of this Note, as so calculated,  is uniform
     throughout the term thereof.  If the Company is exempt or hereafter becomes
     exempt from  applicable  usury statutes or for any other reason the rate of
     interest  to be  charged on this Note is not  limited  by law,  none of the
     provisions  of this  paragraph  shall be construed so as to limit or reduce
     the  interest or other  consideration  payable  under this Note or the Loan
     Agreement or under any instrument  securing payment thereof.  The terms and
     provisions  of this  paragraph  shall  control  and  supersede  every other
     provision of all agreements between the Company and the Holder.

     2.  Maturity.  Unless  the same  shall  become  due  earlier as a result of
acceleration of the maturity,  this Note shall mature on the earlier of: (i) the
date of consummation of the  Restructuring or (ii) the six (6) month anniversary
of the Closing Date,  at which time the  outstanding  principal  balance of this
Note and all accrued and unpaid interest shall become due and payable.

     3. Revolving Loans; Prepayments. Subject to the terms and conditions of the
Loan  Agreement,  the Company may from time to time and at any time prior to the
Maturity Date borrow, repay and reborrow under this Note or prepay this Note, in
whole or in part and without  premium or penalty.  Any payment  shall be applied
first to interest which is accrued and unpaid and then to principal.

     4. Manner of Payment.  The Company  shall make  payments in respect of this
Note  (including  principal  and  interest)  by  wire  transfer  of  immediately
available funds to the account specified by the Holder.

     5. Events of Default; Acceleration. The maturity of this Note is subject to
acceleration  pursuant  to  Section  3.7 of the  Loan  Agreement  if an Event of
Default occurs and is continuing pursuant to Section 3.6 of the Loan Agreement.

     6.  Collection  Expenses.  In the  event  the  Company  fails  to  pay  any
installment  of interest or  principal  when due,  the Company  shall pay to the
Holder,  in addition  to the amounts  due,  all costs of  collection,  including
reasonable attorneys' fees.

     7. Company Waivers. The Company, for itself and its successors and assigns,
hereby waives demand,  presentment,  protest,  diligence, notice of dishonor and
any other formality in connection with this Note and expressly  agrees that this
Note, or any payment  hereunder,  may be extended from time to time and that the
Holder may accept security for this Note or release  security for this Note, all
without in any way affecting the liability of the Company hereunder.

     8. Governing Law. All questions  concerning the construction,  validity and
interpretation  of this Note shall be governed by and  construed  in  accordance
with the laws of the  State of Texas,  without  giving  effect to any  choice or
conflict of law  provision  or rule  (whether of the State of Texas or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of Texas.

     9.  Collateral.  The Company's  obligations  under this Note are secured by
collateral pledged pursuant to the Stock Pledge Agreement.

     10. Amendment and Waiver. Subject to the Loan Agreement,  the provisions of
this Note may be amended and waived only with the prior  written  consent of the
Company and the Holder of this Note.

     11. Amendment, Restatement and Replacement of Prior Note. This Note amends,
supplements,  restates,  replaces and  supercedes  in its entirety  that certain
promissory note dated November 1, 2001 in the original  principal amount of $6.0
million payable to the order of EWP Financial LLC and executed by the Company.


                  [Remainder of page intentionally left blank.
                            Signature page follows.]


<PAGE>


     IN WITNESS  WHEREOF,  the Company has executed  this Note on the date first
written above.

                                  KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                                  By:
                                  ---------------------------------------------
                                  Name:
                                  ---------------------------------------------
                                  Title:
                                  ---------------------------------------------



<PAGE>



                                    EXHIBIT B

                             STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE  AGREEMENT (the  "Agreement") is dated as of November 21,
2001  by  and  between  KEYSTONE  CONSOLIDATED  INDUSTRIES,   INC.,  a  Delaware
corporation (the "Pledgor"), and EWP FINANCIAL LLC, a Delaware limited liability
company, as agent for the lenders under the hereinafter described Loan Agreement
(the "Pledgee").

                                    Recitals:

     WHEREAS, pursuant to that certain Amended and Restated Loan Agreement dated
as of November 21, 2001 (the "Loan  Agreement") by and between the Pledgor,  the
Pledgee,   and  the  Lenders  party  thereto   (individually   a  "Lender"  and,
collectively, the "Lenders"), the Pledgor has made promissory notes of even date
herewith  aggregating up to an original principal amount of $6,000,000.00,  each
payable to a Lender (individually, the "Note" and, collectively, the "Notes");

     WHEREAS,  the Pledgor has agreed to enter into this Agreement and to pledge
all of the outstanding shares of common stock of Engineered Wire Products, Inc.,
an Ohio  corporation  and a  wholly-owned  subsidiary  of the  Pledgor  ("EWP"),
registered in the name of the Pledgor (the "Stock") as security for  performance
of its obligations under the Loan Agreement and the Notes; and

     WHEREAS, capitalized terms used but not otherwise defined herein shall have
the same meanings given to such terms in the Loan Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  herein  contained,  and to secure the payment and  performance of the
Pledgor's obligations under the Loan Agreement and the Notes, the parties hereto
agree as follows:

     SECTION 1. Pledge. As collateral  security for the due and punctual payment
of the indebtedness and obligations referred to in Section 2 hereof, the Pledgor
hereby pledges,  hypothecates,  transfers,  sets over, delivers and assigns unto
the  Pledgee,  and hereby  grants the Pledgee a first  security  interest in the
following:

     (a) the Stock and the  certificates  representing  the Stock, and all cash,
securities  and  other  property  at any time and  from  time to time  received,
receivable or otherwise  distributed in respect of or in exchange for all or any
portion of the Stock; and

     (b) all  securities  hereafter  delivered  to the Pledgee by the Pledgor in
substitution  for  any  of  the  foregoing,  all  certificates  and  instruments
representing or evidencing such  securities,  together with all interest,  cash,
securities  and  other  property  at any time and  from  time to time  received,
receivable  or  otherwise  distributed  in  respect  of, in  exchange  for or on
conversion  of  any  or all  thereof  (all  such  Stock,  indebtedness,  shares,
certificates, interest, cash, securities and other property received, receivable
or otherwise  distributed in respect of any or all thereof being included within
the definition of "Collateral" for purposes of this Agreement).

     TO HAVE AND TO HOLD the  Collateral,  together  with  all  rights,  titles,
interests,  privileges and preferences  appertaining or incidental thereto, unto
the Pledgee,  its  successors and assigns,  forever,  subject,  however,  to the
terms, covenants and conditions hereinafter set forth.

     SECTION 2.  Indebtedness  and Obligations  Secured.  This Agreement and the
Collateral  secure  repayment of the  indebtedness  and the  obligations  of the
Pledgor indicated below (collectively,  the "Obligations"),  equally and ratably
as to all such  indebtedness and obligations and without  preference or priority
as to any class of such indebtedness or obligations or any component thereof:

     (a) the indebtedness evidenced by the Loan Agreement and the Notes (and any
promissory  note of the Pledgor  issued in exchange for, or  replacement  of, or
substitution for, any of the Notes,  which shall be included in the term "Notes"
as used herein), with interest and premiums thereon as therein provided;

     (b) all other amounts  payable by the Pledgor under the Loan  Agreement and
the  Notes,  including  without  limitation,   all  fees,  costs,  expenses  and
indemnities payable by the Pledgor thereunder;

     (c) all  indebtedness  of the Pledgor  arising under this Agreement and all
costs  and  expenses  of the  Pledgee  in  enforcing  this  Agreement,  the Loan
Agreement and the Notes; and

     (d) all renewals and  extensions,  in whole or in part,  of the Notes or of
any other indebtedness or obligation described above.

     SECTION 3.  Representations  and Warranties.  The Pledgor hereby represents
and warrants that as of the date hereof: (i) the Pledgor is the holder of record
of all of the Stock;  (ii) the Stock pledged  hereunder  constitutes  all of the
issued and outstanding  capital stock of EWP; (iii) the Pledgor has good,  right
and lawful  authority to enter into this  Agreement and to pledge the Collateral
in the manner  hereby done or  contemplated  and will  defend its title  thereto
against the claims of all persons whomsoever;  (iv) there are no liens,  claims,
pledges, security interests,  encumbrances or rights of third parties whatsoever
with respect to the  Collateral;  (v) this  Agreement has been duly  authorized,
executed and delivered and constitutes the legal,  valid and binding  obligation
of the Pledgor, enforceable in accordance with its terms; and (vi) no consent or
approval of any court, governmental body or regulatory authority (federal, state
or local) is or was necessary to the validity of the pledge granted hereby.

     SECTION 4. Appointment of Agents; Registration in Nominee Name. The Pledgee
shall have the right to appoint one or more agents for the purpose of  retaining
physical   possession  of  the  certificates  or  instruments   representing  or
evidencing the Collateral, which certificates or instruments may be held (in the
discretion  of the Pledgee) in the name of the Pledgor,  endorsed or assigned in
blank or in favor of the  Pledgee,  or in the name of the  Pledgee  or any agent
appointed by the Pledgee to retain physical  possession of such  certificates or
instruments,  or in the name of any nominee of the Pledgee or any such agent. In
addition, the Pledgee shall at all times have the right to exchange certificates
or instruments  representing  or evidencing the Collateral for  certificates  or
instruments of smaller or larger  denominations.  The Pledgor hereby agrees that
any registrar or transfer  agent for any  securities  included in the Collateral
shall be  entitled to rely on the  provisions  of this  Section 4 as  conclusive
evidence of the authority of the Pledgee to effect  re-registration  of any such
securities  in the name of the  Pledgee  or that of its  agents  or its or their
nominees or to exchange  certificates or instruments  representing or evidencing
such   Collateral  for   certificates   or  instruments  of  smaller  or  larger
denominations,  notwithstanding  any notice or  direction  to such  registrar or
transfer agent from the Pledgor to the contrary.

     SECTION 5. Voting Rights; Dividends; Etc.

     (a) Until  there shall occur an Event of Default (as set forth in Section 6
hereof),  the  Pledgor  shall be  entitled  to  exercise  any and all  voting or
consensual  rights and powers  relating or pertaining  to the  Collateral or any
part thereof for the term of this Agreement, and upon the occurrence of an Event
of Default,  the Pledgee  shall be entitled to exercise  such rights and powers;
and

     (b) The  Pledgor  shall not be  entitled  to receive and retain any and all
cash dividends and interest payable on the Collateral,  and any and all stock or
liquidating dividends,  distributions and property,  returns of capital or other
distributions made on or in respect of the Collateral,  whether resulting from a
subdivision, combination or reclassification of the outstanding capital stock of
the Pledgee or received in exchange for or on  conversion  of the  Collateral or
any part  thereof or as a result of any merger,  consolidation,  acquisition  or
other  exchange of assets to which the Pledgee may be a party or otherwise,  and
any and all cash and other  property  received in payment of the principal or in
redemption of or in exchange for or on conversion of any  Collateral  (either at
maturity, upon call for redemption, upon forced conversion or otherwise),  shall
be and become part of the Collateral  pledged  hereunder and, if received by the
Pledgor,  shall  forthwith be delivered to the Pledgee or its  designated  agent
(accompanied  by  proper  instruments  of  assignment  or stock  or bond  powers
executed by the Pledgor in  accordance  with the Pledgee's  instructions)  to be
held subject to the terms of this Agreement.

     SECTION 6. Events of Default. The occurrence and continuation of any of the
following events shall constitute an Event of Default under this Agreement:

     (a) Any Event of Default as defined in the Loan Agreement or the Notes; and

     (b) Any default in the due observance or performance of any term, covenant,
warranty,  agreement or condition  contained in this  Agreement,  which  default
continues for five (5) calendar days after the Pledgee,  at the direction of the
Required Holders, gives notice of such failure to the Pledgor.

     SECTION  7.  Remedies  Upon  Default.  Upon the  occurrence  and during the
continuation of an Event of Default hereunder, the Pledgee may, at the direction
of the  Required  Holders,  in  addition  to the  exercise by the Pledgee of its
rights and remedies  under any other Section of this Agreement or under the Loan
Agreement or the Notes, or otherwise available to it at law or in equity:

     (a) apply the cash (if any) then held by it as collateral  hereunder to the
payment of any Obligations, whether or not then due and in any order selected by
the Pledgee; and

     (b) if  there  shall  be no such  cash  or the  cash so  applied  shall  be
insufficient  to pay all such  Obligations in full,  exercise all the rights and
remedies of a secured party under the Uniform  Commercial  Code in effect in the
State of Texas at that time and sell (in compliance with  applicable  securities
laws) the  Collateral,  or any part  thereof,  at public or private sale, at any
broker's  board,  upon any  securities  exchange,  at the  Pledgee's  offices or
elsewhere, for cash, upon credit or for future delivery, as the Pledgee may deem
appropriate in the  circumstances and commercially  reasonable,  irrespective of
the  impact of any such  sales on the market  price of the  Collateral.  In that
connection,  the  Pledgee  shall have the right to impose such  limitations  and
restrictions  on the  sale  of the  Collateral  as the  Pledgee  may  deem to be
necessary or  appropriate  to comply with any law, rule or regulation  (federal,
state or local) having applicability to the sale, including, without limitation,
restrictions on the number and  qualifications  of the offerees and requirements
for any necessary governmental approvals, and the Pledgee shall be authorized at
any such sale (if it deems it advisable  to do so) to restrict  the  prospective
offerees or  purchasers  to persons who will  represent  and agree that they are
purchasing  securities  included in the Collateral for their own account and not
with a view to the  distribution  or sale  thereof in  violation  of  applicable
securities laws. Upon  consummation of any such sale, the Pledgee shall have the
right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any such sale shall hold the property
sold  absolutely,  free from any claim or right on the part of the Pledgor,  and
the  Pledgor  hereby  waives  (to the  extent  permitted  by law) all  rights of
redemption,  stay or appraisal  that it now has or may at any time in the future
have under any rule of law or statute now  existing or  hereafter  enacted.  The
Pledgee  shall give the Pledgor at least ten (10)  calendar  days' prior written
notice of the  Pledgee's  intention  to make any public or private  sale of such
Collateral.  Such notice shall state the time and place fixed for sale,  and the
Collateral,  or portion thereof,  to be offered for sale. Any such sale shall be
held at such time or times within  ordinary  business hours and at such place or
places as the Pledgee may fix in the notice of such sale. At any such sale,  the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety
or in separate parcels, as the Pledgee may (in its sole and absolute discretion)
determine;  and the Pledgee may itself bid (which bid may be in whole or in part
in the form of cancellation  of  Obligations)  for and purchase the whole or any
part of the Collateral and shall be entitled, for purposes of bidding and making
settlement  or  payment  of the  purchase  price for all or any  portion  of the
Collateral  sold at such sale, to use and apply any of the  Obligations  owed to
the Pledgee as a credit on account of the purchase of any Collateral  payable by
the Pledgee at such sale. The Pledgee shall not be obligated to make any sale of
Collateral  if it shall  determine  not to do so,  regardless  of the fact  that
notice of sale of  Collateral  may have been  given.  The Pledgee  may,  without
notice or  publication,  adjourn any public or private sale or cause the same to
be adjourned from time to time by  announcement  at the time and place fixed for
sale, and such sale may,  without further notice,  be made at the time and place
to which the same was so adjourned.  In the event the sale of all or any part of
the Collateral is made on credit or for future delivery,  the Collateral so sold
may be retained by the Pledgee  until the sale price is paid by the purchaser or
purchasers  thereof,  but the Pledgee shall not incur any liability in the event
any  such  purchaser  or  purchasers  shall  fail  to  take  up and  pay for the
Collateral so sold and, in the event of any such failure, such Collateral may be
sold again upon like notice.  As an  alternative to exercising the power of sale
herein  conferred  upon it, the Pledgee may proceed by a suit or suits at law or
in equity to foreclose  this Agreement and sell the  Collateral,  or any portion
thereof,  pursuant  to a  judgment  or decree of a court or courts of  competent
jurisdiction.

     SECTION 8.  Application of Proceeds of Sale;  Deficiency;  Acknowledgement.
(a) The proceeds of any sale of the Collateral sold pursuant to Section 7 hereof
shall be applied by the Pledgee as follows:

     First: to the payment of the costs and expenses of such sale, including the
out-of-pocket  expenses of the Pledgee and the reasonable fees and out-of-pocket
expenses of counsel  employed in  connection  therewith,  and the payment of all
costs and expenses incurred by the Pledgee in connection with the administration
and  enforcement of this  Agreement,  to the extent that such costs and expenses
shall not have been previously reimbursed or paid to the Pledgee;

     Second:  to the  payment or  prepayment  in full of all other  Obligations,
whether or not then due and in any order  selected by the Pledgee as directed by
the Required Holders; and

     Third:  the balance (if any) of such proceeds  shall be paid to the Pledgor
or as a court of competent jurisdiction may direct.

     (b)  The  Pledgor  recognizes  that,  by  reason  of  certain  prohibitions
contained in the Securities Act of 1933, as amended (the "Securities  Act"), and
applicable state securities laws, the Pledgee may be compelled,  with respect to
any sale of all or any part of the Collateral,  to limit purchasers to those who
will agree, among other things, to acquire the Collateral for their own account,
for investment and not with a view to the  distribution or resale  thereof.  The
Pledgor  acknowledges  that any such private sales may be at prices and on terms
less  favorable  to the  Pledgee  than those  obtainable  through a public  sale
without such restrictions (including, without limitation, a public offering made
pursuant  to  a  registration   statement   under  the  Securities   Act),  and,
notwithstanding  such circumstances,  agrees that any such private sale shall be
deemed  to have  been  made in a  commercially  reasonable  manner  and that the
Pledgee  shall have no obligation  to delay the sale of any  Collateral  for the
period of time  necessary to permit the issuer thereof to register it for a form
of  public  sale  requiring  registration  under  the  Securities  Act or  under
applicable state securities laws, even if such issuer would agree to do so.

     SECTION 9. Pledgee Appointed Attorney-In-Fact.  The Pledgor hereby appoints
the Pledgee the Pledgor's attorney-in-fact, with full power of substitution, for
the purpose of carrying  out the  provisions  of this  Agreement  and taking any
action and  executing  any agreement or instrument on behalf of the Pledgor that
the Pledgee may deem necessary or advisable to accomplish  the purposes  hereof,
which  appointment  is coupled  with an  interest  and is  irrevocable.  Without
limiting the  generality of the foregoing,  the Pledgor  agrees and  understands
that the Pledgee shall have the right and power to receive,  endorse and collect
all checks and other orders for the payment of money made payable to the Pledgor
representing any dividend,  principal or interest payment or other  distribution
payable or distributable in respect of the Collateral or any part thereof and to
give full discharge for the same.

     SECTION 10. Responsibility of the Pledgee; Care of Collateral.  Neither the
Pledgee, nor any director,  officer,  employee or agent of the Pledgee, shall be
liable for any action  taken or  omitted to be taken by it or them  relative  to
this Agreement or any of the Collateral except for its or their gross negligence
or willful  misconduct,  and the  Pledgee  shall not be liable for any action or
omission  to act on the  part  of any  agent  appointed  by the  Pledgee  to act
hereunder or with respect to the Collateral  (or any part thereof),  selected by
the Pledgee with reasonable  care.  Notwithstanding  the provisions of Section 5
hereof,  the  Pledgee  shall  have no duty to  exercise  any voting or any other
consensual  rights and powers becoming vested in the Pledgee with respect to the
Collateral  or any part  thereof,  to exercise  any right to redeem,  convert or
exchange any  securities  included in the  Collateral,  to enforce or see to the
payment of any dividend, principal or interest or any other distribution payable
or  distributable  on or with respect to the  Collateral  or any part thereof or
otherwise to preserve any rights in respect of the Collateral  against any third
parties,  and the Pledgee shall not be liable or  accountable  to the Pledgor in
respect of any of the  foregoing.  The Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if the Pledgee
shall take such  action for such  purpose as the Pledgor may request in writing,
but the failure of the Pledgee to take any action requested by the Pledgor shall
not,  in and of  itself,  be deemed to  constitute  a failure on the part of the
Pledgee to exercise  reasonable care in respect of the custody and  preservation
of the Collateral or any part thereof.

     SECTION 11.  Expenses.  The  Pledgor  agrees to pay the  Pledgee,  upon its
demand, all of the Pledgee's  out-of-pocket  expenses  (including its reasonable
attorneys' fees) incurred in connection with the  administration  or enforcement
of this Agreement, the care and custody of the Collateral (or any part thereof),
the  registration,  re-registration  or transfer of the  Collateral (or any part
thereof) and the sale or collection  of the  Collateral  (or any part  thereof).
Should the Pledgor  fail to do any act or thing that the Pledgor has  covenanted
to do  hereunder,  or should any  representation  or warranty on the part of the
Pledgor  contained  herein  be  breached,  the  Pledgee  may (but  shall  not be
obligated to) do the same or cause it to be done, or remedy any such breach, and
there shall be added to the  liabilities of the Pledgor  hereunder,  the cost or
expense to the  Pledgee in so doing,  and any and all  amounts  expended  by the
Pledgee in taking any such action  shall be  repayable to it by the Pledgor upon
the Pledgee's demand.

     SECTION 12. No Waiver;  Cumulative Remedies.  No failure on the part of the
Pledgee to  exercise,  and no delay in  exercising,  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right, power or remedy by the Pledgee preclude any other or
further  exercise  thereof or the exercise of any other right,  power or remedy.
All remedies of the Pledgee  hereunder are  cumulative  and are not exclusive of
any other remedies available to the Pledgee at law or in equity.

     SECTION 13.  Termination  and Release of Collateral.  This Agreement  shall
terminate  when  all  Obligations  secured  hereby  have  been  fully  paid  and
performed,  at which time the Pledgee shall  reassign and redeliver (or cause to
be reassigned or  redelivered)  to the Pledgor,  or to such person or persons as
the Pledgor shall designate, against receipt, such of the Collateral (if any) as
shall not have been sold or  otherwise  applied by the  Pledgee  pursuant to the
terms  hereof  and as  shall  still  be  held  by it  hereunder,  together  with
appropriate instruments of assignment and release.

     SECTION  14.  Notices.  All notices  and other  communications  required or
permitted  under this  Agreement  shall be in writing  and, if mailed by prepaid
registered or certified mail, return receipt requested,  shall be deemed to have
been  received  on the  earlier  of the date  shown on the  receipt  or five (5)
calendar  days  after  the  post-mark  date  thereof.  Notices  may be  given by
recognized  overnight courier services and shall be deemed to have been received
as of the  regularly  scheduled  time for delivery  established  by such courier
service. In addition,  notices hereunder may be delivered by hand, in which case
the  notice  shall  be  deemed   effective  when  delivered,   or  by  facsimile
transmission,  in which case it shall be deemed  effective upon  confirmation of
transmission. All notices and other communications under this Agreement shall be
given to the parties hereto at the following addresses:

If to the Pledgor:

                  Keystone Consolidated Industries, Inc.
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attn:  Chief Financial Officer
                  Fax:  (972) 448-1408

With a copy to:

                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  Post Office Box 551
                  Wilmington, Delaware  19899
                  Attn:  Mark D. Collins, Esq.
                  Fax:  (302) 651-7701

If to the Pledgee:

                  EWP Financial LLC
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attn:  Bobby D. O'Brien
                  Fax:  (972) 448-1445

With a copy to:

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attn:  Edward J. Hardin, Esq.
                  Fax:  (404) 525-2224

Any party hereto may change the address to which notices shall be directed under
this Section 14 by giving written notice of such change to the other parties.

     SECTION 15. Further Assurances.  The Pledgor agrees to do such further acts
and  things,  and to  execute  and  deliver  such  agreements  and  instruments,
including  without  limitation stock and bond powers,  as the Pledgee may at any
time  request in  connection  with the  administration  or  enforcement  of this
Agreement or related to the Collateral or any part thereof or in order better to
assure and confirm unto the Pledgee its rights, powers and remedies hereunder.

     SECTION 16. Binding Agreement;  Assignment.  This Agreement, and the terms,
covenants and conditions hereof,  shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns,  except that
the Pledgor  shall not be permitted to assign this  Agreement or any interest in
the Collateral,  or any part thereof, or otherwise pledge, encumber or grant any
option  with  respect to the  Collateral,  or any part  thereof,  or any cash or
property held by the Pledgee as  collateral  under this  Agreement,  without the
prior written consent of the Pledgee.

     SECTION 17. Miscellaneous. Neither this Agreement nor any provisions hereof
may be amended,  modified,  waived, discharged or terminated, nor may any of the
Collateral  be released or the pledge or the security  interest  created  hereby
extended, except by an instrument in writing signed on behalf of the party to be
charged.  The Section headings used herein are for convenience of reference only
and shall not define or limit the provisions of this  Agreement.  This Agreement
may be executed in counterparts, each of which shall be deemed to be an original
and both of which  together  shall  constitute  the  Agreement.  This  Agreement
replaces and  supercedes  in its entirety  that certain  Stock Pledge  Agreement
dated as of  November  1,  2001 by and  between  Pledgee  and  Pledgor  that was
delivered  pursuant  to the  Original  Loan  Agreement  (as  defined in the Loan
Agreement).

     SECTION  18.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with the laws of the  State of Texas  without  giving
effect to any choice or conflict of law  provision or rule (whether of the State
of Texas or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Texas.


                  [Remainder of page intentionally left blank.
                            Signature page follows.]


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to
be duly executed and delivered as of the date first above written.

                                 THE PLEDGOR:

                                 KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                                 By:
                                 ----------------------------------------------
                                 Name:
                                 ----------------------------------------------
                                 Title:
                                 ----------------------------------------------



                                 THE PLEDGEE:

                                 EWP FINANCIAL LLC, as Agent


                                 By:
                                 ----------------------------------------------
                                 Name:
                                 ----------------------------------------------
                                 Title:
                                 ----------------------------------------------




<PAGE>



                                    EXHIBIT C

                             COLLATERAL ASSIGNMENT

     THIS COLLATERAL  ASSIGNMENT  (this  "Collateral  Assignment") is made as of
November  21,  2001  by  KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC.,  a  Delaware
corporation (the  "Assignor"),  for the benefit of EWP FINANCIAL LLC, a Delaware
limited liability company,  acting as agent (the "Agent") for itself and for all
additional Lenders  (collectively with the Agent, the "Lenders") pursuant to the
terms and conditions of the Loan Agreement (as hereinafter defined).

                                    Recitals:

     WHEREAS, pursuant to that certain Amended and Restated Loan Agreement dated
as of November 21, 2001 (the "Loan Agreement") by and between the Assignor,  the
Agent,  and the Lenders,  the Assignor  has made  promissory  notes of even date
herewith  aggregating up to an original principal amount of $6,000,000.00,  each
payable to a Lender (individually, the "Note" and, collectively, the "Notes");

     WHEREAS,  the Assignor has made an investment in Engineered  Wire Products,
Inc., an Ohio  corporation  and a wholly-owned  subsidiary of Assignor  ("EWP"),
which  investment,  in  part,  is  comprised  of  and  evidenced  by an  account
maintained on the Assignor's books and records, which account is styled as "Loan
Account - EWP, Account Number 480.20" but which account, in fact, represents the
Assignor's  net  investment  in EWP  (together  with  any and all  modifications
thereto, extension thereof and substitution therefor, the "EWP Investment");

     WHEREAS,  the  initial  balance  of the  EWP  Investment,  which  arose  in
connection with the transaction  whereby the Assignor acquired all of the equity
interest  in  EWP  not  already  owned  by  the  Assignor,   was   approximately
$12,000,000.00,  and as of September 30, 2001 the balance of the EWP  Investment
was approximately $8,400,000.00;

     WHEREAS,  the Lenders have agreed to make the Loans (as defined in the Loan
Agreement)  available  to the Assignor  with the  condition  precedent  that the
Assignor collaterally assign and grant to the Agent, for itself and as agent for
the Lenders,  a security interest in, and lien on, all right, title and interest
of the Assignor in, to, and under EWP  Investment as collateral and security for
the Obligations (as hereinafter defined); and

     WHEREAS,  all capitalized terms used in this Collateral  Assignment and not
defined herein shall have the meaning given to such terms in the Loan Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  herein  contained,  and to secure the payment and  performance of the
Assignor's  obligations  under the Loan  Agreement  and the Notes,  the  parties
hereto agree as follows:

                                    ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

     Section 1.1 Recitals.  The Recitals set forth  hereinabove are incorporated
herein by reference.

     Section 1.2 Rules of Construction.

     (a) The words "hereof", "herein",  "hereunder" "hereto", and other words of
similar import refer to this Collateral Assignment in its entirety.

     (b) The terms  "agree" and  "agreements"  contained  herein are intended to
include and mean "covenant" and "covenants".

     (c)  References  to  Articles,  Sections,  and other  subdivisions  of this
Collateral  Assignment  are to the  designated  Articles,  Sections,  and  other
subdivisions of this Collateral Assignment as originally executed.

     (d) The headings of this Collateral Assignment are for convenience only and
shall not define or limit the provisions hereof.

     (e) All  references  made (i) in the neuter,  masculine or feminine  gender
shall be deemed to have been made in all such genders,  and (ii) in the singular
or plural number shall be deemed to have been made, respectively,  in the plural
or singular number as well.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1 EWP  Investment.  The Assignor  represents  and warrants to the
Lenders that (a) the EWP Investment is not evidenced by any  promissory  note or
other  instrument,  (b)  the  Assignor  has not  made  any  previous  collateral
assignment of the EWP Investment  except for collateral  assignments  which have
been  terminated  prior  to or as of the  date  hereof,  and  (c)  no  financing
statement  covering  EWP  Investment  is on file  in any  public  office  except
financing  statements  in favor of the Lenders and except  those which have been
terminated prior to or as of the date hereof.

                                   ARTICLE III

                              COLLATERAL ASSIGNMENT

     Section 3.1  Collateral  Assignment.  As security  and  collateral  for the
payment and performance  of, and compliance  with, all of the  Obligations,  the
Assignor hereby  collaterally  assigns to the Agent, for itself and as agent for
the Lenders, and grants to the Agent, for itself and as agent for the Lenders, a
lien on, and security interest in, all right, title and interest of the Assignor
in,  to,  and  under the EWP  Investment,  together  with all cash and  non-cash
proceeds,  distributions or payments in respect thereof; provided, however, that
nothing  contained  herein  shall  impose upon the Lenders  any  obligations  or
liabilities of the Assignor under EWP Investment,  and provided further that the
Lenders shall not exercise any rights under EWP Investment  unless and until (a)
an Event of Default  (except with  respect to this  Collateral  Assignment)  has
occurred and  continues  beyond the  expiration of any  applicable  grace and/or
notice and cure periods,  under the Loan Agreement or (b) Assignor fails to duly
observe and perform any term, covenant or agreement set forth in this Collateral
Assignment,  which failure  shall remain  uncured for more than thirty (30) days
after written  notice  thereof to the Assignor by the Agent unless the nature of
the  failure  is such that (a) it cannot be cured  within  the  thirty  (30) day
period,  and Assignor  institutes  corrective  action within the thirty (30) day
period and (b) Assignor  diligently  pursues such action and  completes the cure
within ninety (90) days (an "Event of Default"). As used in this Agreement,  the
term "Obligations" shall mean all:

     (a) the indebtedness evidenced by the Loan Agreement and the Notes (and any
promissory  note of the Assignor  issued in exchange for, or replacement  of, or
substitution for, any of the Notes,  which shall be included in the term "Notes"
as used herein), with interest and premiums thereon as therein provided;

     (b) all other amounts  payable by the Assignor under the Loan Agreement and
the  Notes,  including  without  limitation,   all  fees,  costs,  expenses  and
indemnities payable by the Assignor thereunder;

     (c) all  indebtedness of the Assignor  arising under this Agreement and all
costs and expenses of the Agent in enforcing  this  Collateral  Assignment,  the
Loan Agreement and the Notes; and

     (d) all renewals and  extensions,  in whole or in part,  of the Notes or of
any other indebtedness or obligation described above.


                                   ARTICLE IV

                                    COVENANTS

     Until  payment  and  performance  in  full of all of the  Obligations,  the
Assignor hereby covenants and agrees as follows:

     Section 4.1 Further  Assurances.  The Assignor  shall promptly upon request
execute,  acknowledge and deliver any financing statement,  renewal,  affidavit,
deed,  collateral  assignment,   continuation  statement,   security  agreement,
certificate or other  document as the Agent may  reasonably  require in order to
perfect,  preserve,  maintain,  protect,  continue  and/or extend the collateral
assignment,  lien or  security  interest of the  Lenders  under this  Collateral
Assignment  and its priority.  The Assignor shall pay to the Agent on demand all
taxes,  costs and  expenses  incurred  by the  Lenders  in  connection  with the
preparation,  execution, recording and filing of any such document or instrument
mentioned aforesaid.  Such taxes, costs and expenses shall constitute and become
a part of the Obligations.

     Section 4.2 Performance under the EWP Investment. The Assignor shall fully,
promptly  and  faithfully  comply with and perform  all of its  obligations  and
duties under the EWP Investment in accordance with the terms thereof,  will make
no changes or amendments to the EWP Investment without the prior written consent
of the Agent, and will deliver to the Agent to hold as collateral  hereunder any
amounts received by the Assignor in respect of the EWP Investment.

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

     Section  5.1  Remedies  upon  Default.   Subject  to  the   provisions  and
understandings of Section 3.1 of this Collateral Assignment, upon or at any time
after the  occurrence  and during the  continuance  of an Event of Default,  the
Agent may,  without  notice,  without regard to the adequacy of security for the
Obligations  and in addition to any other  remedy  which the Lenders may have at
law or in equity under the Loan Agreement or the Stock Pledge Agreement,  either
in person or by agent, with or without bringing any action or proceeding,  or by
a receiver to be appointed  by a court,  enforce any and all rights and remedies
of the Assignor under and in connection with the EWP Investment,  and subject to
the  provisions  of the  Loan  Agreement  and  Section  3.1 of  this  Collateral
Assignment, enforce or modify the EWP Investment and do any acts which the Agent
deems  proper to protect  the  security  hereof.  The  Assignor  agrees that the
failure of the Assignor to comply with any of the covenants contained herein for
a period of thirty (30) days after the date the Agent  notifies  the Assignor in
writing shall constitute an immediate Event of Default under the Loan Agreement.

                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.1  Continuation  of Collateral  Assignment.  Upon the payment and
performance in full of all of the Obligations,  this Collateral Assignment shall
become and be void and of no effect,  but the  affidavit  of any  officer of the
Agent showing any part of the Obligations to remain unpaid or unperformed, shall
be and  constitute  conclusive  evidence  of  the  validity,  effectiveness  and
continuing force of this Collateral Assignment, and any Person may and is hereby
authorized to rely thereon.

     Section 6.2  Successors  and Assigns.  The rights,  powers,  privileges and
discretions (hereinafter  collectively called the "rights") specifically granted
to the Lenders are not in limitation  of, but in addition to, those to which the
Lenders are entitled under any general or local law relating to such  collateral
assignments.  The rights to which the Lenders may be entitled shall inure to the
benefit of their  successors  and  assigns.  All the rights of the  Lenders  are
cumulative and not alternative and may be enforced successfully or concurrently.
Failure of the Lenders to exercise  any of their  rights shall not impair any of
their rights nor be deemed a waiver thereof and no waiver of any of their rights
shall be deemed  to apply to any other  such  rights  nor shall it be  effective
unless in writing and signed by the Agent. The terms and conditions agreed to by
the  Assignor  and the  covenants  of the  Assignor  shall be  binding  upon its
successors and assigns,  but this  provision  does not waive any  prohibition of
assignment or any requirement of consent to an assignment.

     Section 6.3 Waiver of  Acceptance by Assignor.  The Assignor  hereby waives
acceptance of this Collateral Assignment by the Lenders.

     Section 6.4  Illegality;  Severability.  If  fulfillment  of any  provision
hereof or any transaction  related hereto, at the time transcending the limit of
validity  prescribed  by law,  then ipso facto,  the  obligation to be fulfilled
shall be reduced to the limit of such  validity;  and if any clause or provision
herein  contained  operates or would  prospectively  operate to invalidate  this
Collateral Assignment in whole or part, then such clause or provision only shall
be void as though not herein  contained,  and the  remainder of this  Collateral
Assignment shall remain operative and in full force and effect.

     Section 6.5 Amendments.  Neither this  Collateral  Assignment nor any term,
condition,  representation,  warranty,  covenant  or  agreement  hereof  may  be
changed,  waived,  discharged  or terminated  orally,  but,  rather,  only by an
instrument in writing by the party against whom such change,  waiver,  discharge
or termination is sought.

     Section 6.6 Governing Law. This Collateral Assignment shall be governed and
construed  in  accordance  with the laws of the  State of Texas  without  giving
effect to any choice of law  provision or rule (whether of the State of Texas or
any other  jurisdiction)  that would cause the  application of any  jurisdiction
other than the State of Texas.

     Section 6.7 Duplicate Originals. This Collateral Assignment may be executed
in any number of duplicate originals, each of which shall be an original but all
of which together shall constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




<PAGE>


     IN WITNESS WHEREOF, Assignor has executed this Collateral Assignment by its
duly  authorized  partner or officer,  under seal,  as of the day and year first
above written.

                                ASSIGNOR:

                                KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                                By:
                                -----------------------------------------------
                                Name:
                                -----------------------------------------------
                                Title:
                                -----------------------------------------------





<PAGE>



                                    EXHIBIT D

                              ASSIGNMENT AGREEMENT
                             Dated ________________

     Reference  is made to the Amended and  Restated  EWP Bridge Loan  Agreement
dated as of November 21, 2001 among Keystone Consolidated Industries,  Inc., EWP
Financial  LLC, as Agent,  and the Lenders party thereto (as such Loan Agreement
may hereafter be amended,  modified or supplemented from time to time, the "Loan
Agreement").  Terms  defined in the Loan  Agreement  are used  herein as therein
defined.

     ________________  (the  "Assignor") and  ________________  (the "Assignee")
hereby agree as follows:

     1. The Assignor hereby sells and assigns to the Assignee  without  recourse
and  without  representation  or  warranty  (other  than as  expressly  provided
herein),  and the Assignee hereby purchases and assumes from the Assignor,  that
interest in and to all of the Assignor's  rights and obligations  under the Loan
Agreement  as of the  date  hereof  which  represents  the  percentage  interest
specified in Annex I (the  "Assigned  Share") of all of  Assignor's  outstanding
rights and obligations under the Loan Agreement,  including, without limitation,
all rights and obligations  with respect to the Assigned Share of the Assignor's
Commitment  and of the Loans and the Notes held by the  Assignor.  After  giving
effect to such sale and  assignment,  the Assignee's  Commitment  will be as set
forth in Annex I.

     2. The Assignor (i) represents  and warrants that it is duly  authorized to
enter into and perform the terms of this  Assignment  Agreement,  that it is the
legal and  beneficial  owner of the interest  being assigned by it hereunder and
that such  interest is free and clear of any liens or security  interests;  (ii)
makes no other  representation  or warranty and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with  the  Loan  Agreement  or the  Stock  Pledge  Agreement  or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Agreement or the Stock Pledge  Agreement or any other  instrument or
document furnished pursuant thereto;  and (iii) makes no other representation or
warranty and assumes no responsibility  with respect to the financial  condition
of the Company or the  performance  or  observance  by the Company of any of its
obligations  under the Loan Agreement or the Stock Pledge Agreement or any other
instrument or document furnished pursuant thereto.

     3. The Assignee (i) represents  and warrants that it is duly  authorized to
enter into and perform the terms of this  Assignment  Agreement;  (ii)  confirms
that it has received a copy of the Loan  Agreement,  the Stock Pledge  Agreement
and the Collateral  Agreement,  together with copies of the financial statements
referred to therein and such other  documents and  information  as it has deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment  Agreement;  (iii)  agrees  that it will,  independently  and without
reliance  upon the Agent,  the  Assignor  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in taking or not taking  action  under the Loan
Agreement;  (iv) appoints and  authorizes the Agent to take such action as agent
on its behalf to exercise such powers under the Loan Agreement, the Stock Pledge
Agreement  and the  Collateral  Agreement  as are  delegated to the Agent by the
terms thereof,  together with such powers as are reasonably  incidental thereto;
(v) agrees  that it will  perform  in  accordance  with  their  terms all of the
obligations  which  by the  terms  of the  Loan  Agreement  are  required  to be
performed by it as a Lender; and (vi) makes the  representations  and warranties
to the Company set forth in Section 5.2 of the Loan Agreement.

     4. Following the execution of this Assignment Agreement by the Assignor and
the Assignee,  an executed  original hereof (together with all attachments) will
be delivered to the Agent. The effective date of this Assignment Agreement shall
be the  date  of  execution  hereof  by  the  Assignor  and  the  Assignee  (the
"Settlement Date").

     5. As of the Settlement Date, (i) the Assignee shall be a party to the Loan
Agreement and, to the extent  provided in this  Assignment  Agreement,  have the
rights  and  obligations  of a Lender  thereunder  and under  the  Stock  Pledge
Agreement and the  Collateral  Agreement;  and (ii) the Assignor  shall,  to the
extent  provided  in this  Assignment  Agreement,  relinquish  its rights and be
released  from its  obligations  under  the Loan  Agreement,  the  Stock  Pledge
Agreement and the Collateral Agreement.

     6. It is agreed that upon the effectiveness  hereof,  the Assignee shall be
entitled to all interest on the Assigned  Share of the Loans which accrue on and
after the  Settlement  Date. It is further agreed that all payments of principal
made by the Company on the Assigned  Share of the Loans which occur on and after
the Settlement  Date will be paid directly to the Assignee.  Upon the Settlement
Date, the Assignee shall pay to the Assignor an amount specified by the Assignor
in writing which  represents the Assigned  Share of the principal  amount of the
respective  Loans made by the Assignor  pursuant to the Loan Agreement which are
outstanding  on the Settlement  Date,  net of any closing  costs,  and which are
being  assigned  hereunder.  The  Assignor  and  the  Assignee  shall  make  all
appropriate  adjustments  in payments under the Loan Agreement for periods prior
to the Settlement Date directly between themselves on the Settlement Date.

     7. THIS  ASSIGNMENT  AGREEMENT  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

     8. This  Assignment  Agreement  may be  executed  in  counterparts,  and by
different parties on separate  counterparts,  each of which shall be an original
and all of which collectively shall constitute one and the same agreement.

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


as Assignor                           as Assignee


By:                                   By:
   -----------------------               --------------------------------------
Its:                                  Its:
   -----------------------               --------------------------------------


<PAGE>


                                     ANNEX I
                                       to
                              ASSIGNMENT AGREEMENT


1.        Amounts:

<TABLE>
<CAPTION>
                                                Commitment                                    Loans
<S>                                           <C>                                       <C>
Aggregate Amount                              $_____________                            $_______________
for all Lenders
Assigned Share                                 ____________%                              ____________%

Amount of                                     $______________                            $______________
Assigned Share
Amount retained by                            $______________                            $______________
Assignor
</TABLE>


2. Notices:

        ASSIGNOR:                              ASSIGNEE:


Attn:                                           Attn:
     --------------------------                      --------------------------
Telephone:                                      Telephone:
      -------------------------                      --------------------------
Fax:                                            Fax:
      -------------------------                      --------------------------

3. Payment Instructions:

        ASSIGNOR:                               ASSIGNEE:


ABA No.:                                   ABA No.:
        ---------------------                      ----------------------------
Account No.:                               Account No.:
        ---------------------                      ----------------------------
Reference:                                 Reference:
        ---------------------                       ----------------------------
Attn:                                      Attn:
        ---------------------                       ----------------------------