<PAGE>


                                                                   EXHIBIT 10.14

            FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FOURTH AMENDMENT (the "Fourth Amendment"), dated as of January 31,
2001, is between INDUSTRIAL HOLDINGS, INC. (the "Borrower"), and COMERICA
BANK-TEXAS (the "Agent") and it amends that certain Amended and Restated Credit
Agreement more fully described below.

                                    RECITALS:

         A. Borrower, Banks (as defined in the hereinafter described Agreement)
and Agent have entered into that certain Amended and Restated Credit Agreement
(the "Agreement") dated as of June 17, 1999.

         B. Pursuant to the Agreement, Guarantors executed that certain Amended
and Restated Guaranty Agreement (the "Guaranty") dated as of June 17, 1999 which
guaranteed to Agent the payment and performance of the Obligations.

         C. Borrower, Banks and Agent have previously amended the Agreement and
now desire to amend the Agreement a fourth time as herein set forth.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 DEFINITIONS. Capitalized terms used in this Fourth Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby. The definitions of "COMMITMENT" and "TERMINATION
DATE" contained in the Agreement are hereby deleted and the following
substituted therefor and new definitions "CAPITAL EVENT", "DEBT REDUCTION PLAN"
and "DEBT REFINANCING PLAN", to read as follows, are added:

                  "CAPITAL EVENT" or "CAPITAL EVENTS" means to engage in one or
         more courses of conduct which will, in a manner consistent with the
         provisions of this Agreement, cause sufficient new capital to be paid
         into the Borrower to cause the indebtedness evidenced by the Notes to
         be repaid in full by August 31, 2001.

                  "COMMITMENT" means, as to each Bank, the obligation of such
         Bank to make Revolving Advances and issue Letters of Credit hereunder,
         in an aggregate principal amount at any one time outstanding up to but
         not exceeding the amount set forth opposite the name of such Bank on
         the signature pages of the Fourth Amendment to the Amended and Restated
         Credit Agreement under the heading "Commitment," as the same may be
         reduced pursuant to Section 2.9 or terminated pursuant to Section 2.9
         or 11.2. NOTWITHSTANDING THE FOREGOING, the aggregate of the
         Commitment's of the Banks shall reduce, proportionately, by $100,000.00
         on April 6, 2001; May 4, 2001; June 1, 2001; July 6, 2001; and on
         August 3, 2001 so that on August 3, 2001 the aggregate of the
         Commitment's of the Banks shall have been reduced to $49,500,000.00.

                  "DEBT REDUCTION PLAN" or "DEBT REDUCTION PLANS" means to
         engage in one or more courses of conduct which will, in a manner
         consistent with the provisions of this Agreement, cause the
         indebtedness evidenced by the Notes, to be repaid in full by August 31,
         2001.


                                      EX-29
<PAGE>


                  "DEBT REFINANCING PLAN" or "DEBT REFINANCING PLANS" means to
         engage in one or more courses of conduct which will, in a manner
         consistent with the provisions of this Agreement, cause the
         indebtedness evidenced by the Notes to be repaid in full by August 31,
         2001.

                  "TERMINATION DATE" means 12:00 p.m. Houston time, on August
         31, 2001 or such earlier time on which the Commitment terminates as
         provided in this Agreement.

                                   ARTICLE II

                                   AMENDMENTS

         2.1 AMENDMENT TO ARTICLE II. Article II, Section 2.8 "FEES" is hereby
revised by adding a new subsection (e) to read as follows:

                  (e) In return for the Banks agreeing to enter into the Fourth
         Amendment the Borrower shall pay to the Agent a fee of $300,000.00.
         Such fee shall be payable on the earlier of the date the Notes are
         repaid in full or on the Termination Date. In the event that the
         indebtedness evidenced by the Commitment is repaid in full on or prior
         to August 31, 2001, then, the obligation to pay $200,000.00 of this fee
         will be waived.

         2.2 AMENDMENT TO ARTICLE VIII. Article VIII is hereby amended by adding
a new Subsection 8.18 entitled "DEBT REDUCTION PLAN" to read as follows:

                  Section 8.18 DEBT REDUCTION PLAN, DEBT REFINANCING PLAN OR
         CAPITAL EVENT. The Borrower has advised the Banks that it is committed
         to conducting either a Debt Reduction Plan, a Debt Refinancing Plan or
         a Capital Event. The Borrower has further advised the Banks that it has
         undertaken an analysis of the various options available to it to
         successfully achieve a Debt Reduction Plan, a Debt Refinancing Plan or
         a Capital Event. Among the Debt Reduction Plans which the Borrower has
         informed the Banks that it is pursuing is the marketing of one or more
         of its subsidiaries. Accordingly, the Borrower hereby covenants and
         agrees as follows:

                  (a) To (i) in good faith review all options available to
                  successfully achieve a Debt Reduction Plan and (ii) promptly
                  keep the Agent informed of the status of its Debt Reduction
                  Plans, Debt Refinancing Plans or Capital Events;

                  (b) To use its best efforts to cause, by not later than April
                  30, 2001, either (i) an agreement or letter of intent to be
                  entered into by which the Borrower shall effectuate a sale of
                  assets acceptable to, and on terms acceptable to the Banks, a
                  Debt Reduction Plan or (ii) an agreement or letter of intent
                  to be entered into by which the Borrower shall effectuate, on
                  terms acceptable to the Banks, a Debt Refinancing Plan or a
                  Capital Event; and

                  (c) To use its best efforts to consummate by July 31, 2001
                  either a Debt Refinancing Plan, a Capital Event or, the sale
                  of assets sufficient to achieve, the Debt Reduction Plan.

         2.3 AMENDMENT TO ARTICLE VIII. Article VIII is hereby amended by adding
a new Subsection 8.19 entitled "FINANCIAL ADVISOR" to read as follows:

                  Section 8.19 FINANCIAL ADVISOR. The Agent may retain the
         services of a financial advisor. In connection therewith, the Borrower
         acknowledges that the financial advisor may perform for the Agent
         financial planning, consulting or other similar services customarily
         provided by financial advisors, including, but not limited to, business
         valuation, operational


                                      EX-30
<PAGE>


         analysis, asset valuation and such other services as the Agent may
         from time to time request. The Borrower hereby acknowledges and agrees
         that, pursuant to Section 13.1 hereof, the Borrower is obligated to
         pay all costs and expenses of such financial advisor. The Borrower
         further agrees (i) to fully cooperate with such financial advisor and
         (ii) that any reports and correspondence prepared by such financial
         advisor are the sole property of the Banks and the Borrower has no
         right to receive copies of or the information contained in such
         reports or correspondence.

         2.4 AMENDMENT TO ARTICLE X. Article X, Sections 10.10 and 10.11 are
both hereby revised by, in both cases, deleting the current provisions in their
entirety and replacing them with the following:

                  Section 10.10 CONSOLIDATED TANGIBLE NET WORTH. The Borrower
         will maintain at all times Consolidated Tangible Net Worth in an amount
         equal to not less than ninety percent (90%) of the aggregate amount of
         its Consolidated Tangible Net Worth as it exists as of December 31,
         2000 plus ONE HUNDRED PERCENT (100%) of all consolidated monthly net
         income which is earned after December 31, 2000. Compliance with this
         ratio shall be tested monthly beginning February 28, 2001 commencing
         with the financial results for the month of January, 2001.

                  Section 10.11 EXPENDITURES. The Borrower shall not make or
         incur, and will not permit any Subsidiary to make or incur, Capital
         Expenditures, including Capital Lease Obligations, in excess of
         $5,000,000.00 for the calendar year 2001.

         2.5 AMENDMENT TO ARTICLE XIII. Article XIII, Section 13.11 of the
Agreement is hereby amended by adding a NEW sentence to the end of that section
to read as follows:

                  NOTWITHSTANDING THE FOREGOING, and so long as the Banks are
         comprised of Comerica Bank-Texas, National Bank of Canada and Hibernia
         National Bank no amendment or waiver of Section 2.8(e) (dealing with
         fees) or Section 8.18 (dealing with the Debt Reduction Plan, Debt
         Refinancing Plan or Capital Event) shall in any event be effective
         unless the same shall be agreed to and consented to by all three Banks.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

         3.1 CONDITIONS. The effectiveness of this Fourth Amendment is subject
to the satisfaction of the following conditions precedent:

         (a) Agent shall have received all of the following, each dated (unless
     otherwise indicated) the date of this Fourth Amendment, in form and
     substance satisfactory to Agent:

                           (1) RESOLUTIONS. Resolutions of the Board of
                  Directors of Borrower certified by its Secretary or an
                  Assistant Secretary which authorize the execution, delivery,
                  and performance by Borrower and each Guarantor of this
                  Amendment and the other Loan Documents to which Borrower and
                  each Guarantor is or is to be a party hereunder;

                           (2) INCUMBENCY CERTIFICATE. A certificate of
                  incumbency certified by the Secretary or an Assistant
                  Secretary of Borrower and each Guarantor certifying the names
                  of the officers of Borrower and each Guarantor authorized to
                  sign this Amendment and each of the other Loan Documents to
                  which Borrower and each Guarantor is or is to be a party
                  hereunder (including the certificates contemplated herein)
                  together with specimen signatures of such officers;


                                      EX-31
<PAGE>


                           (3) BYLAWS. The bylaws of Borrower and each Guarantor
                  certified by the Secretary or an Assistant Secretary of
                  Borrower or Guarantor;

                           (4) GOVERNMENTAL CERTIFICATES. Certificates of the
                  appropriate government officials of the state of incorporation
                  of Borrower and each Guarantor as to the existence and good
                  standing of Borrower and each Guarantor, each dated within ten
                  (10) days prior to the date of this Fourth Amendment; and

                           (5) ADDITIONAL INFORMATION. Agent shall have received
                  such additional documents, instruments and information as
                  Agent or its legal counsel, Winstead Sechrest & Minick P.C.,
                  may request.

         (b) The representations and warranties contained herein and in all
     other Loan Documents, as amended hereby, shall be true and correct as of
     the date hereof as if made on the date hereof;

         (c) Except for as described on Exhibit "A" hereto no Event of Default
     shall have occurred and be continuing and no event or condition shall have
     occurred that with the giving of notice or lapse of time or both would be
     an Event of Default.

         (d) All corporate proceedings taken in connection with the transactions
     contemplated by this Amendment and all documents, instruments, and other
     legal matters incident thereto shall be satisfactory to Agent and its legal
     counsel, Winstead Sechrest & Minick P.C.

         (e) The Borrower shall have reimbursed the Agent for fees and expenses
     paid or the fees and expenses of the Agent incurred, in connection with
     this Fourth Amendment to the Agreement including, but not limited to, the
     fees and expenses of the Agent's counsel.

                                   ARTICLE IV

                  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

         4.1 RATIFICATIONS. The terms and provisions set forth in this Fourth
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement are ratified and confirmed
and shall continue in full force and effect. Borrower and Agent agree that the
Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.

         4.2 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Agent that (i) the execution, delivery and performance of this
Fourth Amendment and any and all other Loan Documents executed and/or delivered
in connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the articles of incorporation or
bylaws of Borrower, (ii) the representations and warranties contained in the
Agreement, as amended hereby, and any other Loan Document are true and correct
on and as of the date hereof as though made on and as of the date hereof, (iii)
no Event of Default, other than those listed on Exhibit "A", has occurred and is
continuing and no event or condition has occurred that with the giving of notice
or lapse of time or both would be an Event of Default, and (iv) other than as
set forth on Exhibit "A", Borrower is in full compliance with all covenants and
agreements contained in the Agreement as amended hereby.






                                      EX-32
<PAGE>


                                    ARTICLE V

                                  MISCELLANEOUS

         5.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Fourth Amendment or any other Loan Document
including any Loan Document furnished in connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by any Bank or any closing shall affect the
representations and warranties or the right of Banks to rely upon them.

         5.2  REFERENCE TO AGREEMENT. Each of the Loan Documents, including the
Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to
the terms of the Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Agreement shall mean a reference to the
Agreement as amended hereby.

         5.3  EXPENSES OF AGENT. As provided in the Agreement, Borrower agrees
to pay on demand all costs and expenses incurred by Agent in connection with
the preparation, negotiation, and execution of this Fourth Amendment and the
other Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including without limitation the costs
and fees of Agent's legal counsel, and all costs and expenses incurred by Agent
in connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby, or any other Loan Document, including without
limitation the costs and fees of Agent's legal counsel.

         5.4  SEVERABILITY. Any provision of this Fourth Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Fourth Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

         5.5  APPLICABLE LAW. This Fourth Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in Dallas, Dallas County, Texas and shall be governed by and
construed in accordance with the laws of the State of Texas.

         5.6  SUCCESSORS AND ASSIGNS. This Fourth Amendment is binding upon and
shall inure to the benefit of the Banks and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Banks.

         5.7  COUNTERPARTS. This Fourth Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same instrument.

         5.8  EFFECT OF WAIVER. No consent or waiver, express or implied, by
the Banks to or for any breach of or deviation from any covenant, condition or
duty by Borrower or Guarantor shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty.

         5.9  HEADINGS. The headings, captions, and arrangements used in this
Fourth Amendment are for convenience only and shall not affect the
interpretation of this Fourth Amendment.

         5.10 NON-APPLICATION OF CHAPTER 346 OF TEXAS FINANCE CODE. The
provisions of Chapter 346 of the Texas Finance Code are specifically declared
by the parties hereto not to be applicable to this Fourth Amendment or any of
the other Loan Documents or to the transactions contemplated hereby.


                                      EX-33
<PAGE>


         5.11 RELEASE AND COVENANT NOT TO SUE. THE BORROWER (IN ITS OWN RIGHT
AND ON BEHALF OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT
CONTRACTORS, ATTORNEYS AND AGENTS) AND GUARANTORS (IN THEIR OWN RIGHT AND ON
BEHALF OF THEIR RESPECTIVE ATTORNEYS AND AGENTS) (THE "RELEASING PARTIES")
JOINTLY AND SEVERALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE BANKS AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS,
ATTORNEYS AND AGENTS, AND ATTORNEYS (THE "RELEASED PARTIES"), TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, FROM ANY AND ALL ACTS AND
OMISSIONS OF THE RELEASED PARTIES, AND FROM ANY AND ALL CLAIMS, CAUSES OF
ACTION, COUNTERCLAIMS, DEMANDS, CONTROVERSIES, COSTS, DEBTS, SUMS OF MONEY,
ACCOUNTS, RECKONINGS, BONDS, BILLS, DAMAGES, OBLIGATIONS, LIABILITIES,
OBJECTIONS, AND EXECUTIONS OF ANY NATURE, TYPE, OR DESCRIPTION WHICH THE
RELEASING PARTIES HAVE AGAINST THE RELEASED PARTIES, INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE, GROSS NEGLIGENCE, USURY, FRAUD, DECEIT, MISREPRESENTATION,
CONSPIRACY, UNCONSCIONABILITY, DURESS, ECONOMIC DURESS, DEFAMATION, CONTROL,
INTERFERENCE WITH CONTRACTUAL AND BUSINESS RELATIONSHIPS, CONFLICTS OF
INTEREST, MISUSE OF INSIDER INFORMATION, CONCEALMENT, DISCLOSURE, SECRECY,
MISUSE OF COLLATERAL, WRONGFUL RELEASE OF COLLATERAL, FAILURE TO INSPECT,
ENVIRONMENTAL DUE DILIGENCE, NEGLIGENT LOAN PROCESSING AND ADMINISTRATION,
WRONGFUL SETOFF, VIOLATIONS OF STATUTES AND REGULATIONS OF GOVERNMENTAL
ENTITIES, INSTRUMENTALITIES AND AGENCIES (BOTH CIVIL AND CRIMINAL),
RACKETEERING ACTIVITIES, SECURITIES AND ANTITRUST LAWS VIOLATIONS, TYING
ARRANGEMENTS, DECEPTIVE TRADE PRACTICES, BREACH OR ABUSE OF ANY ALLEGED
FIDUCIARY DUTY, BREACH OF ANY ALLEGED SPECIAL RELATIONSHIP, COURSE OF CONDUCT
OR DEALING, ALLEGED OBLIGATION OF FAIR DEALING, ALLEGED OBLIGATION OF GOOD
FAITH, AND ALLEGED OBLIGATION OF GOOD FAITH AND FAIR DEALING, WHETHER OR NOT IN
CONNECTION WITH OR RELATED TO THE AGREEMENT OR THE NOTES OR VARIOUS SECURITY
DOCUMENTS, GUARANTIES AND ANY AND ALL DOCUMENTS RELATED THERETO (THE "LOAN
PAPERS") OR THIS AGREEMENT, AT LAW OR IN EQUITY, IN CONTRACT IN TORT, OR
OTHERWISE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED (THE "RELEASED CLAIMS").
THE RELEASING PARTIES FURTHER AGREE TO LIMIT ANY DAMAGES THEY MAY SEEK IN
CONNECTION WITH ANY CLAIM OR CAUSE OF ACTION, IF ANY, TO EXCLUDE ALL PUNITIVE
AND EXEMPLARY DAMAGES, DAMAGES ATTRIBUTABLE TO LOST PROFITS OR OPPORTUNITY,
DAMAGES ATTRIBUTABLE TO MENTAL ANGUISH, AND DAMAGES ATTRIBUTABLE TO PAIN AND
SUFFERING, AND THE RELEASING PARTIES DO HEREBY WAIVE AND RELEASE ALL SUCH
DAMAGES WITH RESPECT TO ANY AND ALL CLAIMS OR CAUSES OF ACTION WHICH MAY ARISE
AT ANY TIME AGAINST ANY OF THE RELEASED PARTIES. THE RELEASING PARTIES
REPRESENT AND WARRANT THAT NO FACTS NOW EXIST WHICH COULD PRESENTLY OR IN THE
FUTURE COULD SUPPORT THE ASSERTION OF ANY OF THE RELEASED CLAIMS AGAINST THE
RELEASED PARTIES. THE RELEASING PARTIES FURTHER COVENANT NOT TO SUE THE
RELEASED PARTIES ON ACCOUNT OF ANY OF THE RELEASED CLAIMS, AND EXPRESSLY WAIVE
ANY AND ALL DEFENSES THEY MAY HAVE IN CONNECTION WITH THEIR DEBTS AND
OBLIGATIONS UNDER THE LOAN PAPERS AND THIS AGREEMENT. THIS PARAGRAPH IS IN
ADDITION TO AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO
SUE, OR WAIVER BY THE RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES.

ACCEPTANCE OF EACH ADVANCE MADE AFTER THE DATE HEREOF SHALL CONSTITUTE A
RATIFICATION, ADOPTION AND CONFIRMATION BY THE RELEASING PARTIES OF THE
FOREGOING GENERAL RELEASE OF RELEASED CLAIMS THAT ARE BASED IN WHOLE OR IN PART
ON FACTS, WHETHER OR NOT NOW KNOWN OR UNKNOWN, EXISTING ON OR PRIOR TO THE DATE
OF RECEIPT OF ANY SUCH ADVANCE.


                                      EX-34
<PAGE>


         5.12 ENTIRE AGREEMENT. THIS FOURTH AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS FOURTH AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND
MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         5.13 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF THE AGENT OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION, OR
ENFORCEMENT THEREOF.



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
























                                      EX-35
<PAGE>



         Executed as of the date first written above.


                                      BORROWER:

                                      INDUSTRIAL HOLDINGS, INC., a
                                       Texas corporation

                                      By:
                                         -----------------------------------

                                         -----------------------------------
                                         President & Chief Executive Officer

                                      ADDRESS FOR NOTICES:

                                      Industrial Holdings, Inc.
                                      7135 Ardmore
                                      Houston, Texas 77054
                                      Fax No.: 713-749-9642
                                      Telephone No.: 713-747-1025
                                      Attention: Mr. Stephen W. Nash























                                      EX-36
<PAGE>



                                      AGENT:


                                      COMERICA BANK-TEXAS

                                      By:
                                         ----------------------------
                                               Robin M. Kain
                                               Vice President

                                      ADDRESS FOR NOTICES:

                                      Comerica Bank - Texas
                                      P.O. Box 650282
                                      Dallas, Texas 75265-0282
                                      Fax No.: (214) 969-6416
                                      Telephone No.: (214) 969-6472
                                      Attention: Mr. Gary Orr
                                                     MC 6507

                                      WITH A COPY TO:
                                      Comerica Bank - Texas
                                      P.O. Box 650282
                                      Dallas, Texas  75265-0282
                                      Fax No.: (214) 589-4724
                                      Telephone No.: (214) 589-4708
                                      Attention: Robin M. Kain
                                                   MC 6510
                                      BANKS:

Commitment:                            COMERICA BANK-TEXAS
$27,272,727.28
                                       By:
                                          ---------------------------
                                               Robin M. Kain
                                               Vice President











                                      EX-37
<PAGE>


                                       ADDRESS FOR NOTICES:

                                       Comerica Bank - Texas
                                       P.O. Box 650282
                                       Dallas, Texas 75265-0282
                                       Fax No.: (214) 969-6416
                                       Telephone No.: (214) 969-6472
                                       Attention: Mr. Gary Orr
                                                      MC 6507

                                       WITH A COPY TO:

                                       Comerica Bank - Texas
                                       P.O. Box 650282
                                       Dallas, Texas  75265-0282
                                       Fax No.: (214) 589-4724
                                       Telephone No.: (214) 589-4708
                                       Attention: Robin M. Kain
                                                      MC 6510

                                        LENDING OFFICE FOR BASE RATE ADVANCES

                                        Comerica Bank
                                        1508 West Mockingbird
                                        Dallas, Texas 75235

Commitment:                             HIBERNIA NATIONAL BANK
$9,090,909.09

                                        By:
                                           --------------------------
                                               Tammy Angelety
                                               Vice President

                                        ADDRESS FOR NOTICES:

                                        Hibernia National Bank
                                        225 Barone Street., 10th Fl.
                                        New Orleans, Louisiana 70112
                                        Fax No.: (504) 533-5099
                                        Telephone No.: (504) 533-2045
                                        Attention: Ms. Tammy Angelety








                                      EX-38
<PAGE>


Commitment:                           NATIONAL BANK OF CANADA,
$13,636,363.63                        a Canadian charter bank


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

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

                                      ADDRESS FOR NOTICES:

                                      National Bank of Canada
                                      125 W. 55th Street
                                      New York, New York 10019
                                      Fax No.: (212) 632-8775
                                      Telephone No.: (212) 632-8581
                                      Attention: Mr. Cliff Blasberg

                                      WITH A COPY TO:

                                      National Bank of Canada
                                      125 W. 55th Street
                                      New York, New York  10019
                                      Fax No.: (212) 632-8775
                                      Telephone No.: (212) 632-8526
                                      Attention: Ms. Lori Ann Curnyn

                                      LENDING OFFICE FOR BASE RATE ADVANCES:

                                      National Bank of Canada
                                      2121 San Jacinto, Suite 1850
                                      Dallas, Texas  75201
                                      Fax No.: (214) 871-2015
                                      Telephone No.: (214) 871-1264
                                      Attention:  Ms. Vickie Leon







                                      EX-39
<PAGE>

      Guarantors hereby consent and agree to this Fourth Amendment and agree
that the Guaranty shall remain in full force and effect and shall continue to
be the legal, valid and binding obligation of Guarantors enforceable against
Guarantors in accordance with its terms.

GUARANTORS:

A & B Bolt and Supply, Inc., a Louisiana corporation
The Rex Group, Inc., a Texas corporation
Rex Machinery Movers, Inc., a Texas corporation
  d/b/a Ideal Products
First Texas Credit Corporation, a Texas corporation
Landreth Metal Forming, Inc., a Texas corporation
Pipeline Valve Specialty, Inc., a Texas corporation
  (f/k/a Industrial Municipal Supply Company)
Bolt Manufacturing Co., Inc., a Texas corporation,
  d/b/a Walker Bolt Manufacturing Co., Inc.
LSS-Lone Star-Houston, Inc., a Texas corporation
American Rivet Company, Inc., an Illinois
  corporation
Manifold Valve Services, Inc., a Delaware
  corporation, d/b/a Rogers Equipment & Supply
  Company
Philform, Inc., a Michigan corporation
GHX, Incorporated, a Texas corporation
Regal Machine Tool, Inc., a Texas corporation, f/k/a
  Rex Machine Tool, Inc.
WHIR Acquisition, Inc., a Texas corporation, d/b/a
  Ameritech Fastener Manufacturing
Moores Pump and Services, Inc., a Louisiana
 corporation
GHX, Incorporated of Louisiana, a Louisiana
  corporation
Beaird Industries, Inc., a Delaware corporation
United Wellhead Services, Inc., a Texas corporation


By:
   -------------------------------------
Name:
     -----------------------------------
Title:     Chief Executive Officer











                                      EX-40
<PAGE>



                                   EXHIBIT "A"

                           Existing Events of Default



         The Borrower warrants that it is presently in default of only the
following provisions of the Agreement:


1.       Failure to pay when due $15,000,000.00 owing to EnSerCo.

2.       ___________________________________________________________________.































                                      EX-41