PROMISSORY NOTE

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

THIS COMMERCIAL  SECURITY  AGREEMENT dated January 5. 2004, is made and executed
between Engineered Wire Products,  Inc.  ("Grantor') and Bank One, N.A. with Its
main office at Columbus, Ohio ("Lender*)

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security Interest in the Collateral to secure the Indebtedness and agrees that
Lander  shall  have the  rights  stated in this  Agreement  with  respect to the
Collateral, In addition to all other rights which Lender may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
the  following  described  property,  whether now owned or  hereafter  acquired,
whether now  existing or  hereafter  arising,  and  wherever  located,  in which
Grantor  is  giving  to  Lender  a  security  interest  for the  payment  of the
Indebtedness  and performance of all other  obligations  under the Note and this
Agreement

All Inventory, Chattel Paper, Accounts, Equipment and General Intangibles

All of which  "Collateral" shall have the meaning attributed to such word in the
Uniform  Commercial Code  referenced in the section of this Agreement  captioned
"Definitions"  (whenever  such word appears in this  Agreement,  and whether the
first  letter of such word is upper case or lower  case) In  addition,  the word
"Collateral"  also  includes all the  following,  whether now owned or hereafter
acquired, whether now existing or hereafter arising, and wherever located

(A)  All  accessions,   attachments,   accessories,   tools,  parts,   supplies,
replacements and additions to any of the collateral  described  herein,  whether
added now or later

(B) All products and produce of any of the property described in this Collateral
section

ICI All accounts, general intangibles, instruments, rents, monies, payments, and
all other rights,  arising out of a sale,  lease, or other disposition of any of
the property described in this Collateral section

(D) All proceeds  (including  insurance  proceeds)  from the sale,  destruction,
loss, or other  disposition of any of the property  described in this Collateral
section,  and suns due from a third  party  who has  damaged  or  destroyed  the
Collateral or from that party's insurer, whether due to judgment,  settlement or
other process.

(E) All  records  and date  relating to any of the  property  described  in this
Collateral  section,  whether in the form of a writing,  photograph,  microfilm,
microfiche,  or electronic media,  together with all of Grantor's right,  title,
and  interest in and to all  computer  software  required  to  utilize,  create,
maintain, and process any such records or date on electronic media

Despite any other provision of this Agreement,  Lender is not granted,  and will
not have, a  nonpurchase  money  security  interest in household  goods,  to the
extent  such a  security  interest  would be  prohibited  by  applicable  low In
addition,  if because of the type of any Property,  Lender is required to give a
notice of the right to cancel under Truth in Lending for the Indebtedness,  then
Lender will not have a security  interest in such Property unless and until such
a notice is given

CROSS-COLLATERALIZATION  In addition  to the Note,  this  Agreement  secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender  against  Grantor or
any one or more of them,  whether now  existing or  hereafter  arising,  whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect,  absolute or contingent,  liquidated
or unliquidated  and whether Grantor may be liable  individually or jointly with
others, whether obligated as guarantor, surety, accomodation party or otherwise

RIGHT OF SETOFF  Grantor  grants to Lender a security  interest in, as well as a
right of setoff against,  and hereby  assigns,  convoys,  delivers,  pledges and
transfers  to  Lender,  as  security  for  repayment  of the  Indebtedness,  all
Grantor's right,  title and interest in and to all Grantor's  accounts  (whether
checking,  savings,  or some other  account)  with Lender or any  subsidiary  or
affiliate of BANK ONE  CORPORATION  leach  hereinafter  referred to as a "Lender
Affiliate") and all other  obligations at any time owing by Lender or any Lender
Affiliate to Grantor  This  includes all  accounts  Grantor  holds  jointly with
someone else and all accounts Grantor may open in the future However,  this does
not include any IRA or Keogh accounts, or any trust accounts for which the grant
of a security  interest  would be prohibited by law Grantor  authorizes  Lender,
without  prior notice to Grantor and  irrespective  of (i1 whether or not Lender
has made any demand under this Agreement or the Related Documents or (n) whether
such Indebtedness is contingent,  matured or unmetured,  to the extent permitted
by law,  to collect,  charge  and/or  setoff all sums owing on the  Indebtedness
against  any and all such  accounts  and other  obligations,  and,  at  Lender's
option,   to   administratively   freeze  or  direct  a  Lender   Affiliate   to
administratively  freeze all such accounts and other obligations to allow Lender
to protect  Lender's  security  interest,  collection,  charge and setoff rights
provided in this paragraph.

GRANTOR'S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect to the Collateral, Grantor covenants, agrees, represents and warrants to
Lender that

Perfection of Security Interest.  Grantor agrees to execute financing statements
and to take  whatever  other  actions  are  requested  by Lender to perfect  and
continue  Lender's  security  interest in the Collateral Upon request of Lender,
Grantor  will  deliver  to Lender  any and all of the  documents  evidencing  or
constituting  the Collateral,  and Grantor will note Lender's  interest upon any
and all chattel paper if not  delivered to Lender for  possession by Lender This
Is a continuing  Security  Agreement and will continue in effect even though all
or any part of the  Indebtedness Is paid in full and even though for a period of
time Grantor may not be indebted to Lender.

Notices to Lender,  Grantor will  promptly  notify Lender in writing at Lender's
address shown above (or such other  addresses as Lender may designate  from time
to time)  prior to any (1) change in  Grantor's  name,  121 change in  Grantor's
assumed  business  name(s),  (3)  change in the  management  of the  Corporation
Grantor,  (4)  change in the  authorized  signer(s);  (5)  change  in  Grantor's
principal  office address,  16) change in Grantor's stale of  organization,  (7)
conversion  of Grantor to a new or  different  type of business  entity,  or (8)
change in any other aspect of Grantor that directly or indirectly relates to any
agreements  between  Grantor and Lender No change in Grantor's  name or state of
organization will take effect until after Lender has received notice

No Violation,  The execution and delivery of this Agreement will not violate any
low or  agreement  governing  Grantor or to which  Grantor  is a party,  and its
certificate  or articles of  incorporation  and bylaws or code of regulations do
not prohibit any term or condition of this Agreement,

Enforceability of Collateral. To the extent the Collateral consists of accounts,
chattel  paper,  or  general  intangibles,  the  Collateral  is  enforceable  in
accordance  with its terms,  is genuine,  and fully complies with all applicable
laws and  regulations  concerning  form,  content and manner of preparation  and
execution,  and all persons  appearing to be obligated  on the  Collateral  have
authority  and capacity to contract and are in fact  obligated as they appear to
be on the  Collateral  At the time any  account  becomes  subject  to a security
interest  in favor of  Lander,  the  account  shall be a good and valid  account
representing  an  undisputed,  bona fide  indebtedness  incurred  by the account
debtor,  for  merchandise  held subject to delivery  instructions  or previously
shipped or delivered pursuant to a contract of sale, or for services  previously
performed by Grantor with or for the account  debtor.  So long as this Agreement
remains in effect,  Grantor shall not,  without  Lender's prior written consent,
compromise,  settle,  adjust. or extend payment under or with regard to any such
account  There  shall  be  no  setoffs  or  counterclaims  against  any  of  the
Collateral,  and no agreement shall have been made under which any deductions or
discounts may be claimed  concerning  the Collateral  except those  disclosed to
Lender in writing

Location of the Collateral. Except in the ordinary course of Grantor's business,
Grantor agrees to keep the Collateral (or to the extent the Collateral  consists
of  intangible  property  such as accounts or general  intangibles,  the records
concerning  the  Collateral)  at Grantor's  address shown above or at such other
locations as are  acceptable  to Lender,  Upon  Lender's  request,  Grantor will
deliver to Lender in form  satisfactory  to Lender a schedule of real properties
and Collateral  locations  relating to Grantor's  operations,  including without
limitation the following.  (1) all real property  Grantor owns or is purchasing,
(21 all real property Grantor is renting or leasing,  131 all storage facilities
Grantor  owns,  rents,  leases,  or uses,  and (41 all  other  properties  where
Collateral is or may be located. If the Collateral is equipment,  such equipment
shall be  located  at the  addresses  shown  and  shall  not be  attached  to or
incorporated  into any real  property in such a manner that it becomes a fixture
thereon.

Removal of the Collateral.  Except in the ordinary course of Grantor's business,
including the sales of inventory,  Grantor shall not remove the Collateral  from
its existing  location  without Lender's prior written consent To the extent the
Collateral  consists of accounts or general  intangibles,  the Grantor shall not
relocate the records  concerning such  Collateral  from Grantor's  address shown
above without  written  notification to and approval of the Lender To the extent
that the  Collateral  consists of vehicles,  or other titled  property,  Grantor
shall  not take or  permit  any  action  which  would  require  application  for
certificates  of title  for the  vehicles  outside  the  State of Ohio,  without
Lender's prior written consent. Grantor shall, whenever requested, advise Lender
of the exact location of the Collateral

Transactions  Involving  Collateral,  Except  for  inventory  sold  or  accounts
collected in the ordinary course of Grantor's business, or as otherwise provided
for in this  Agreement,  Grantor  shall not sell,  offer to sell,  or  otherwise
transfer or dispose of the  Collateral.  While  Grantor is not in default  under
this Agreement,  Grantor may sell inventory,  but only in the ordinary course of
its business and only to buyers who qualify as a buyer in the ordinary course of
business A sale in the ordinary course of Grantor's  business does not include a
transfer  in partial or total  satisfaction  of a debt or any bulk sale  Grantor
shall not pledge,  mortgage,  encumber or otherwise  permit the Collateral to be
subject to any lien, security interest,  encumbrance,  or charge, other than the
security  interest  provided for in this  Agreement,  without the prior  written
consent of Lender This includes  security  interests  even if junior in right to
the security interests granted under this Agreement Unless waived by Lender, all
proceeds from any disposition of the Collateral  (for whatever  reason) shall be
hold in trust  for  Lender  and shall not be  commingled  with any other  funds,
provided however, this requirement shall not constitute consent by Lender to any
sale or other disposition.  Upon receipt,  Grantor shall immediately deliver any
such proceeds to Lender.

Title.  Grantor  represents  and warrants to Lender that Grantor  holds good and
marketable title to the Collateral, free and clear of all lions and encumbrances
except for the lien of this Agreement.  No financing  statement  covering any of
the  Collateral  is on file in any public  office other than those which reflect
the  security  interest  created  by  this  Agreement  or to  which  Lender  has
specifically  consented  Grantor shall defend  Lender's rights in the Collateral
against the claims and demands of all other persons.

Repairs  and  Maintenance.  Grantor  agrees to keep and  maintain,  and to cause
others to keep and maintain,  the Collateral in good order, repair and condition
at all times while this Agreement  remains in effect  Grantor  further agrees to
pay when due all  claims  for work done on, or  services  rendered  or  materiel
furnished in connection  with the Collateral so that no lien or encumbrance  may
ever attach to or be filed against the Collateral

Inspection of Collateral-  Lender and Lender's  designated  representatives  and
agents  shell  have the  right at all  reasonable  times to  examine,  audit and
inspect the  Collateral  wherever  located.  To the extent any of the  following
types of property are Included in the Collateral,  then as often as Lender shall
require,  in detail  satisfactory  to Lender.  Grantor  shall  deliver to Lender
schedules of accounts and general  intangibles,  Including,  without limitation,
names  and  addresses  of  account  debtors  and  aging  reports,  and lists and
descriptions of the nature and location of inventory and equipment

Taxes,  Assessments and Liens. Grantor will pay when due all taxes,  assessments
and liens upon the Collateral,  its use or operation,  upon this Agreement, upon
any promissory  note or notes  evidencing the  Indebtedness,  or upon any of the
other  Related  Documents  Grantor may withhold any such payment or may elect to
contest  any  lien  if  Grantor  is in  good  faith  conducting  an  appropriate
proceeding to contest the obligation to pay and so long as Lender's  Interest in
the Collateral is not jeopardized in Lender's sole opinion. It the Collateral is
subjected to a lien which is not discharged  within  fifteen 1151 days,  Grantor
shall  deposit with Lender cash,  a  sufficient  corporate  surety bond or other
security  satisfactory  to Lender  in an  amount  adequate  to  provide  for the
discharge of the lien plus any interest,  costs attorneys' fees or other charges
that could accrue as a result of  foreclosure  or sale of the  Collateral In any
contest  Grantor  shall  defend  itself and Lender and shall  satisfy  any final
adverse judgment before enforcement  against the Collateral.  Grantor shall name
Lender as an additional  obligee under any surety bond  furnished in the contest
proceedings  Grantor  further  agrees to furnish  Lender with evidence that such
taxes,  assessments,  end  governmental and other charges have been paid in full
and in a timely  manner  Grantor may  withhold  any such payment or may elect to
contest  any  lien  if  Grantor  is in  good  faith  conducting  an  appropriate
proceeding to contest the obligation to pay and so long as Lender's  interest in
the Collateral is not jeopardized

Compliance with  Governmental  Requirements.  Grantor shall comply promptly with
all laws, ordinances, rules and regulations of all governmental authorities, now
or hereafter in effect, applicable to the ownership, production, disposition, or
use of the Collateral,  including all laws or regulations  relating to the undue
erosion of  highly-erodible  land or relating to the  conversion of wetlands for
the production of en  agricultural  product or commodity  Grantor may contest in
good faith any such law, ordinance or regulation and withhold  compliance during
any proceeding,  including  appropriate appeals, so long as Lender's interest in
the Collateral, in Lender's opinion, is not jeopardized.

Hazardous Substances.  Grantor represents and warrants that the Collateral never
has been,  and  never  will be so long as this  Agreement  remains a lien on the
Collateral,  used in  violation  of any  Environmental  Laws,  that the business
operations  of Grantor  are not now,  and have never  been,  the  subject of any
governmental    authority's    investigation   regarding   non-compliance   with
Environmental  Laws,  that  Grantor  is not  aware  of any  material  contingent
liability  related  to the  violation  of any  Environmental  Law,  end that the
Collateral shall not be used for the improper or unlawful manufacture,  storage,
transportation,  treatment,  disposal,  release  or  threatened  release  of any
Hazardous  Substance.  The representations  and warranties  contained herein are
based on Grantor's due diligence in  investigating  the Collateral for Hazardous
Substances  Grantor  hereby (1)  releases and waives any future  claims  against
Lender for indemnity or  contribution  in the event Grantor  becomes  liable for
cleanup or other costs under any Environmental Laws, and t2) agrees to indemnity
and hold harmless Lender against any and all claims and losses  resulting from a
breach of this provision of this Agreement  This  obligation to indemnify  shall
survive the payment of the Indebtedness and the satisfaction of this Agreement.

Maintenance of Casualty Insurance.  Grantor shall procure and maintain all risks
insurance,  including  without  limitation  fire,  theft and liability  coverage
together  with such other  insurance  as Lender may require  with respect to the
Collateral,  in form,  amounts,  coverages  and basis  reasonably  acceptable to
Lender and  issued by a company or  companies  reasonably  acceptable  to Lender
Grantor,  upon  request of Lender,  will deliver to Lender from time to time the
policies or certificates of insurance in form satisfactory to Lender,  including
stipulations that coverages will not be cancelled or diminished without at least
thirty  130)  days'  prior  written  notice  to  Lender  and not  including  any
disclaimer  of the  insurer's  liability  for failure to give such a notice Each
insurance  policy also shall include an  endorsement  providing that coverage in
favor of Lender will not be impaired in any way by any act,  omission or default
of Grantor or any other person In connection  with all policies  covering assets
in which  Lender holds or is offered a security  interest,  Grantor will provide
Lender with such loss payable or other  endorsements  as Lender may require.  If
Grantor at any time fails to obtain or maintain any insurance as required  under
this Agreement, Lender may (but shall not be obligated to) obtain such insurance
as Lender deems  appropriate,  including if Lender so chooses  "single  interest
insurance," which will cover only Lender's interest in the Collateral

Application of Insurance  Proceeds.  Grantor shell promptly notify Lender of any
loss or damage to the Collateral  Lender may make proof of loss if Grantor fails
to do so within  fifteen (15) days of the casualty All proceeds of any insurance
on the Collateral,  including accrued proceeds thereon,  shall be held by Lender
as part of the  Collateral If Lender  consents to repair or  replacement  of the
damaged or  destroyed  Collateral,  Lender  shall,  upon  satisfactory  proof of
expenditure,  pay or reimburse Grantor from the proceeds for the reasonable cost
of repair or  restoration If Lender does not consent to repair or replacement of
the Collateral,  Lender shall retain a sufficient  amount of the proceeds to pay
all of the Indebtedness, and shell pay the balance to Grantor Any proceeds which
have not been  disbursed  within six (6) months  after  their  receipt and which
Grantor has not committed to the repair or restoration  of the Collateral  shall
be used to prepay the Indebtedness

Insurance Reserves.  Lender may require Grantor to maintain with Lender reserves
for payment of insurance  premiums,  which  reserves shall be created by monthly
payments  from Grantor of a sum estimated by Lender to be sufficient to produce,
at least  fifteen (15) days before the premium due date,  amounts at least equal
to the  insurance  premiums to be paid.  If fifteen (15) days before  payment is
due,  the  reserve  funds are  insufficient,  Grantor  shall upon demand pay any
deficiency  to Lender  The  reserve  funds  shall be held by Lender as a general
deposit and shall  constitute a  non-interest-bearing  account  which Lender may
satisfy by payment of the insurance  premiums  required to be paid by Grantor as
they become due Lender does not hold the reserve funds in trust for Grantor, and
Lender  is not the  agent of  Grantor  for  payment  of the  insurance  premiums
required  to be paid by Grantor The  responsibility  for the payment of premiums
shall remain Grantor's sole responsibility,

Insurance  Reports.  Grantor,  upon request of Lender,  shall  furnish to Lender
reports on each existing policy of insurance  showing such information as Lender
may reasonably request including the following' (1) the name of the insurer, (2)
the risks insured;  (3) the amount of the policy. (4) the property insured,  (5)
the then current value on the basis of which insurance has been obtained and the
manner of determining that value; and (6) the expiration date of the policy.  In
addition,  Grantor  shall upon  request by Lender  (however  not more often than
annually) have an independent  appraiser  satisfactory to Lender  determine,  as
applicable, the cash value or replacement cost of the Collateral

GRANTOR'S  RIGHT TO POSSESSION  AND TO COLLECT  ACCOUNTS Until the occurrence of
any Event of Default  and except as  otherwise  provided  below with  respect to
accounts,  Grantor may have  possession  of the tangible  personal  property and
beneficial  use of all the  Collateral  and may use it in any lawful  manner not
inconsistent  with  this  Agreement  or the  Related  Documents,  provided  that
Grantor's  right  to  possession  and  beneficial  use  shall  not  apply to any
Collateral  where  possession of the  Collateral by Lender is required by law to
perfect Lender's security  interest in such Collateral Until otherwise  notified
by Lender,  Grantor may collect any of the Collateral  consisting of accounts At
any time and even though no Event of Default  exists,  Lender may  exercise  its
rights to collect the accounts and to notify  account  debtors to make  payments
directly to Lender for application to the Indebtedness If Lender at any time has
possession  of any  Collateral,  whether  before  or after an Event of  Default,
Lender  shall be deemed to have  exercised  reasonable  care in the  custody and
preservation  of the  Collateral if Lender takes such action for that purpose as
Grantor shall  request or as Lender,  in Lender's  sole  discretion,  shall deem
appropriate under the circumstances, but failure to honor any request by Grantor
shall not of itself be deemed to be a failure to exercise reasonable care Lender
shall not be required to take any steps  necessary to preserve any rights in the
Collateral  against  prior  parties,  nor to protect,  preserve or maintain  any
security interest given to secure the Indebtedness.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest In the  Collateral  or if Grantor fads to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Grantor's  failure to  discharge or pay when due any amounts
Grantor is  required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Grantor's  behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  lions,  security  Interests,  encumbrances and
other  claims,  at any time  levied or placed on the  Collateral  and paying all
costs  for  insuring,   maintaining  and  preserving  the  Collateral  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
Interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become e part
of the Indebtedness and, at Lender's option,  will (A) be payable on demand, (B)
be added to the balance of the Note and be apportioned among and be payable with
any  installment  payments  to  become  due  during  either  (1) the term of any
applicable  insurance  policy,  12) the  remaining  term of the Note,  or 13) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.  The  Collateral  also will secure payment of these amounts Such right
shall be in addition  to all other  rights and  remedies to which  Lender may be
entitled upon Default

DEFAULT Each of the  following  shall  constitute en Event of Default under this
Agreement: Payment Default. Grantor fails to make any payment when due under the
Indebtedness

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

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

Detective  Collateralization.  This  Agreement  or any of the Related  Documents
ceases to be in full  force and  effect  (Including  failure  of any  collateral
document to create a valid and perfected  security interest or lien) at any time
and for any reason

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

Creditor or  Forfeiture  Proceedings.  Commencement  of  foreclosure,  replevin.
repossession, attachment, levy, execution, or forfeiture proceedings, whether by
judicial proceeding, self-help, or any other method, by any creditor of Grantor,
or by any  governmental  agency  against the  Collateral  or any other assets of
Grantor.  This includes a garnishment  of any of Grantor's  accounts,  including
deposit accounts, with Lender, However, this Event of Default shall not apply if
there is a good faith dispute by Grantor as to the validity or reasonableness of
the claim which is the basis of the  creditor or  forfeiture  proceeding  and it
Grantor gives Lender written notice of the creditor or forfeiture proceeding and
deposits  with  Lender  monies or a surety bond for the  creditor or  forfeiture
proceeding,  in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute

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

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

Insecurity. Lender in good faith believes itself insecure

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter. Lender shall have all the rights of a secured
party  under  the  Ohio  Uniform   Commercial  Code.  In  addition  and  without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies

Accelerate Indebtedness.  Lender may declare the entire Indebtedness,  including
any prepayment  penalty which Grantor would be required to pay,  immediately due
and payable,  without notice of any kind to Grantor  (except that In the case of
any Event of Default of the type  described in the DEFAULT - Insolvency  section
herein, such acceleration shall be automatic and not at Lender's option)

Assemble Collateral.  Lender may require Grantor to deliver to Lender all or any
portion  of the  Collateral  and any and all  certificates  of title  and  other
documents  relating to the Collateral Lender may require Grantor to assemble the
Collateral  and make it  available  to  Lender  at a place to be  designated  by
Lender.  Lender also shall have full power to enter upon the property of Grantor
to take possession of and remove the Collateral,  and prior to completion of the
removal,  disable or  otherwise  secure  the  Collateral  to prevent  its use by
Grantor  or any third  parties,  with or  without  process  of law,  and with or
without notice or demand If the  Collateral  contains other goods not covered by
this Agreement at the time of repossession.  Grantor agrees Lender may take such
other goods,  provided  that Lender makes  reasonable  efforts to return them to
Grantor after repossession

Sell the Collateral.  Lender shall have full power to sell, lease,  transfer, or
otherwise deal with the  Collateral or proceeds  thereof in Lender's own name or
that of Grantor.  Lender may sell the  Collateral  at public  auction or private
sale Unless the  Collateral  threatens  to decline  speedily in value or is of a
type  customarily  sold  on  a  recognized  market,  Lender  will  give  Grantor
reasonable notice of the time after which any private sale or any other intended
disposition  of the Collateral is to be made Lender may buy the  Collateral,  or
any portion  thereof,  at public sale or, if the Collateral is of the type which
is  sold  in  a  recognized  market  or  subject  to  widely  distributed  price
quotations,  at private  sale Lender  shall not be obligated to make any sale of
the Collateral regardless of notice of sale having been given Lender may adjourn
any public or private sale by announcement at the time and place fixed therefor,
and such  sale may be made,  without  further  notice,  at such  time and  place
announced at such adjournment The requirements of reasonable notice shall be met
if such  notice is given at least ten 110) days  before  the time of the sale or
disposition  All  expenses  relating  to  the  disposition  of  the  Collateral,
including  without  limitation  the  expenses of  retaking,  holding,  insuring,
preparing  for sale  and  selling  the  Collateral,  shall  become a part of the
Indebtedness  secured by this  Agreement  and shall be  payable on demand,  with
interest at the Note rate from date of expenditure until repaid.

Appoint Receiver To the extent permitted by applicable law Lender shall have the
right to have a receiver  appointed to take possession of all or any part of the
Collateral,  with the power to protect and preserve the  Collateral,  to operate
the Collateral preceding  foreclosure or sale, and to collect the Rents from the
Collateral and apply the proceeds,  over and above the cost of the receivership,
against the  Indebtedness.  The receiver may serve  without bond if permitted by
law.  Lender's right to the appointment of a receiver shall exist whether or not
the apparent value of the Collateral  exceeds the  Indebtedness by a substantial
amount  Employment  by Lender  shall not  disqualify  a person from serving as a
receiver.

Collect Revenues,  Apply Accounts.  Lender, either itself or through a receiver,
may collect the payments, rents, income, and revenues from the Collateral Lender
may at any time in Lender's discretion transfer any Collateral Into Lender's own
name or that of Lender's nominee and receive the payments,  rents,  Income,  and
revenues therefrom and hold the same as security for the Indebtedness or apply h
to  payment  of the  Indebtedness  in such  order of  preference  as Lender  may
determine Upon notice from the Lender or upon any Event of Default,  the Grantor
agrees that all sums of money it receives on payment,  settlement  or  otherwise
related to any Collateral, including, without limitation, on any accounts, shall
be held by  Grantor  as  trustee  for  Lender  without  commingling  with any of
Grantor's funds and shall be immediately  delivered to the Bank.  Insofar as the
Collateral  consists  of  accounts,  general  intangibles,  insurance  policies,
instruments,  chattel paper,  chores in action, or similar property,  Lender may
demand. collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
realize on the Collateral as Lender may determine,  whether or not  Indebtedness
or Collateral is then due. For these  purposes,  Lender may, on behalf of and in
the name of Grantor,  receive,  open and dispose of mail  addressed  to Grantor;
change any address to which mail and payments are to be sent; and endorse notes,
checks,  drafts,  money  orders,  documents  of  title,  instruments  and  items
pertaining  to payment,  shipment,  or storage of any  Collateral  To facilitate
collection,  Lender may notify account debtors and obligors on any Collateral to
make payments directly to Lender Grantor  acknowledges that the Lender shall not
be obligated in any manner to make any demand, make any inquiry as to the nature
and sufficiency of any payment received by Lender, present or file any claim, or
take any other action to collect or enforce the payment of any amounts which may
have been due  relate  to the  Collateral,  including  without  limitation,  any
amounts due on accounts.

Obtain  Deficiency.  If  Lender  chooses  to sell any or all of the  Collateral,
Lender may obtain a judgment against Grantor for any deficiency remaining on the
Indebtedness  due to Lender after  application of all amounts  received from the
exercise of the rights provided in this Agreement. Grantor shall be liable for a
deficiency  even if the  transaction  described in this  subsection is a sale of
accounts or chattel paper

Other  Rights and  Remedies.  Lender shall have all the rights and remedies of a
secured  creditor under the provisions of the Ohio Uniform  Commercial  Code, as
may be  amended  from  time to time.  In  addition,  Lender  shall  have and may
exercise any or all other  rights and remedies it may have  available at law, in
equity, or otherwise

Election of Remedies.  Except as may be  prohibited  by  applicable  law, all of
Lender's rights and remedies,  whether evidenced by this Agreement,  the Related
Documents,  or by any other  writing,  shall be cumulative  and may be exercised
singularly or concurrently  Election by Lender to pursue any remedy will not bar
any other  remedy,  and an  election to make  expenditures  or to take action to
perform an obligation of Grantor under this Agreement,  after Grantor's  failure
to perform,  shall not affect  Lender's  right to declare a default end exercise
its remedies.

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

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

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

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

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

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

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

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

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

Power of Attorney  Grantor hereby  irrevocably  appoints  Lender as its true and
lawful attorney-in-fact,  such power of attorney being coupled with en interest,
with full power of  substitution  to do the  following in the place and steed of
Grantor and in the name of Grantor'  (a) to demand,  collect,  receive,  receipt
for,  sue and  recover  all sums of money or  other  property  which  may now or
hereafter become due. owing or payable from the Collateral, (b) to execute, sign
and  endorse  any and all  claims,  instruments,  receipts,  checks,  drafts  or
warrants issued in payment for the  Collateral,  (c) to settle or compromise any
and all claims  arising  under the  Collateral,  and,  in the place and stead of
Grantor, to execute and deliver its release and settlement for the claim: (d) to
file any claim or claims or to take any action or  institute or take part in any
proceedings,  either  in is own name or in the name of  Grantor,  or  otherwise,
which in the discretion of Lender may seem to be necessary or advisable;  (e) to
execute any documents or instruments  necessary to perfect or continue  Lender's
security interest in the Collateral,  and (f) to file such financing  statements
(including  filing carbon,  photographic or other  reproduction of any financing
statement or this Agreement for use as a financing statement) or other documents
or  instruments  to  perfect  or  continue  Lender's  security  interest  in the
Collateral  This  power is  given  as  security  for the  Indebtedness,  and the
authority  hereby conferred is and shall be irrevocable and shall remain in full
force and effect until renounced by Lender

Indemnity  Grantor hereby agrees to indemnity,  defend and hold harmless Lender,
and its officers, directors, shareholders. employees, agents and representatives
(each  an  "Indemnified  Person")  from  and  against  any and all  liabilities,
obligations,  claims, losses, damages,  penalties,  actions,  judgments.  suites
costs,  expenses  or  disbursements  of any kind or  nature  (collectively,  the
'Claims")  which  may be  imposed  on,  incurred  by or  asserted  against,  any
Indemnified  Person  (whether or not caused by any  Indemnified  Person's  sole,
concurrent or contributory negligence) arising in connection with this Agreement
or the  Collateral  (including,  without  limitation,  the  enforcement  of this
Agreement and the Related Documents and the defense of any Indemnified  Person's
action  and/or  inactions  in  connection  with this  Agreement  and the Related
Documents), except to the limited extent that the Claims against the Indemnified
Person are proximately  caused by such Indemnified  Person's gross negligence or
willful  misconduct  The  indemnification  provided  for in this  Section  shall
survive the  termination  of this  Agreement  and shall  extend and  continue to
benefit each  individual or entity who is or has at any time been an indemnified
Person hereunder

Information Waiver Lender may provide, without any limitation whatsoever, to any
one or  more  purchasers,  potential  purchasers,  or  affiliates  of  BANK  ONE
CORPORATION, any information or knowledge Lender may have about Grantor or about
any matter  relating to this  Agreement,  and Grantor hereby waives any right to
privacy Grantor may have with respect to such matters

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

Successors and Assigns.  Subject to any limitations  stated in this Agreement on
transfer of Grantor's  interest,  this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other then Grantor, Lender, without notice
to Grantor,  may deal with Grantor's successors with reference to this Agreement
and the  Indebtedness  by way of  forbearance  or  extension  without  releasing
Grantor  from  the   obligations  of  this  Agreement  or  liability  under  the
Indebtedness

Survival of Representations and Warranties. All representations, warranties, and
agreements  made by Grantor in this  Agreement  shall  survive the execution and
delivery of this Agreement,  shall be continuing in nature,  and shall remain in
full force and effect until such time as Grantor's Indebtedness shall be paid in
full

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

DEFINITIONS,  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require Words and terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Ohio Uniform Commercial Code

Agreement.  The word "Agreement" means this Commercial  Security  Agreement,  as
this Commercial Security Agreement may be amended or modified from time tv time,
together with all exhibits end  schedules  attached to INS  Commercial  Security
Agreement from time to time,

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

Collateral.  The word  "Collateral"  means  all of  Grantor's  right,  title and
interest in and to all the Collateral as described in the Collateral Description
section of this Agreement

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

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

Event of Default The words "Event of Default"  mean any of the Events of Default
set forth in this Agreement in the Default section of this Agreement.

Grantor The word "Grantor' means Engineered Wire Products, Inc

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

Indebtedness.  The word "Indebtedness'  means the indebtedness  evidenced by the
Note or Related  Documents,  including all principal and interest  together with
all other  indebtedness  and costs and expenses for which Grantor is responsible
under this  Agreement or under any of the Related  Documents,  In addition,  and
without imitation,  the term  "Indebtedness"  Includes all amounts Identified In
the Cross  Collateralization  and Future Advances paragraphs as contained in one
or more of the Related Documents

Lender The word "Lender"  means Bank One, N.A. with its main office at Columbus,
Ohio,  its  successors and assigns Note. The word "Note" means the Note executed
by Grantor  In the  principal  amount of  86,750.000,00  dated  January 5, 2004,
together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the note or credit agreement

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

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS  COMMERCIAL  SECURITY
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 5, 2004.

GRANTOR


ENGINEERED WIRE PRODUCTS, INC.

By:      s/s Bert E Downing, Jr., Vice Prow Engineered Wire Products, Inc.