EXECUTION COPY
                            CASH COLLATERAL AGREEMENT


          CASH  COLLATERAL  AGREEMENT  dated  as  of  January  3,  2000, made by
Keystone, Inc., a Texas close corporation (the "Pledgor") in favor of Chase Bank
of  Texas,  National Association, as administrative agent (in such capacity, the
"Administrative  Agent")  for  the  banks and financial institutions or entities
(the  "Lenders")  parties to the Credit Agreement, dated as of January 28, 1998,
as  amended,  supplemented or otherwise modified from time to time ( the "Credit
Agreement"),  among Reliant Building Products, Inc., a Delaware corporation (the
"Borrower"),  the  Lenders,  Chase  Securities,  Inc.,  as advisor and arranger,
Canadian Imperial Bank of Commerce, New York Agency, as documentation agent, and
the  Administrative  Agent.


                              W I T N E S S E T H:


          WHEREAS,  the  Borrower  and  the  Lenders  are  parties to the Credit
Agreement;

          WHEREAS,  the  Borrower  intends  to  complete  a restructuring of its
capital  structure  (the  "Restructuring")  to  be  implemented  through certain
amendments  to  the Credit Agreement, an exchange offer and consent solicitation
for  its  outstanding  Senior  Subordinated  Notes,  and an equity investment by
certain  entities;

          WHEREAS,  in order to effect the Restructuring, the Borrower requested
that  the  Lenders execute and deliver a consent (the "Consent") to an amendment
of  the  Credit  Agreement  and related documentation permitting the Borrower to
borrow  from  time  to  time during the period from the date hereof to March 31,
2000  up  to  $2,000,000  in  the  aggregate  or  such  larger  amount as may be
acceptable  to  the Administrative Agent (any such borrowing, an "Over Advance")
in excess of the Total Revolving Extensions of Credit outstanding as of the date
hereof;

          WHEREAS,  the  Lenders  have  provided the Consent which requires that
each  Over  Advance  be guaranteed by the Pledgor, an affiliate of the Borrower;

          WHEREAS,  in satisfaction of such requirement, the Pledgor has entered
into  a  Guarantee  of even date herewith (as amended, supplemented or otherwise
modified  from  time  to  time,  the  "Guarantee")  for  the  benefit  of  the
Administrative  Agent  and  the  Lenders;  and

          WHEREAS,  it  is  a  further  requirement  under  the Consent that the
Pledgor  shall  have  executed  and  delivered this Cash Collateral Agreement to
secure payment and performance of the Pledgor's obligations under the Guarantee.



          NOW,  THEREFORE,  in consideration of the premises, the Pledgor hereby
agrees with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:

          .          Defined  Terms.  ()  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them  in  the  Credit  Agreement.

          ()          The  following  terms  shall  have the following meanings:

          "Agreement" shall mean this Cash Collateral Agreement, as the same may
be  amended,  modified  or  otherwise  supplemented  from  time  to  time.

          "Cash  Collateral"  shall  mean

          (1)         all cash, instruments, securities and funds deposited from
time  to time in the Cash Collateral Account, including, without limitation, all
cash  or  other  money proceeds of any collateral subject to a security interest
for  the  benefit  of  the  Administrative  Agent  under  any Security Document;

          (2)        all investments of funds in the Cash Collateral Account and
all  instruments  and  securities  evidencing  such  investments;  and

          (3)         all interest, dividends, cash, instruments, securities and
other  property received in respect of, or as proceeds of, or in substitution or
exchange  for,  any  of  the  foregoing.

          "Cash  Collateral  Account"  shall  mean  account  no.  46108118465
established  at  the office of Chase Bank of Texas, National Association  at 201
Main  Street,  Fort  Worth,  Texas  76102,  designated  "Reliant/Keystone  Cash
Collateral  Account."

          "Code"  shall  mean  the  Uniform Commercial Code from time to time in
effect  in  the  State  of  New  York.

          "Collateral""  shall  mean the Cash Collateral and the Cash Collateral
Account,  collectively.

          "Permitted Investments" shall mean Cash Equivalents (as defined in the
Credit  Agreement)  and any other short-term high-quality obligations reasonably
satisfactory  to  the  Administrative  Agent,  in  each case denominated in U.S.
Dollars.

          "Secured  Obligations"  shall  mean  the  Guaranteed  Amounts  and all
obligations  and  liabilities  of  the  Pledgor  which  may  arise  under  or in
connection with the Guarantee or this Agreement or any related document to which
the  Pledgor  is  a  party.

          ()          The  words "hereof," "herein" and "hereunder" and words of
similar  import  when  used in this Agreement shall refer to this Agreement as a
whole  and  not  to  any particular provision of this Agreement, and section and
paragraph  references  are  to  this  Agreement  unless  otherwise  specified.

          ()         The meanings given to terms defined herein shall be equally
applicable  to  both  the  singular  and  plural  forms  of  such  terms.

          .          Grant of Security Interest.  As collateral security for the
prompt  and  complete  payment  and  performance when due (whether at the stated
maturity,  by acceleration or otherwise) of the Secured Obligations, the Pledgor
hereby  grants  to  the  Administrative  Agent,  for  the ratable benefit of the
Lenders,  a  security  interest  in  the  Collateral.

          .      Maintenance of Cash Collateral Account.  () The Cash Collateral
Account  shall  be  maintained  until the Secured Obligations have been paid and
performed  in  full  or  the  Guarantee has been released in accordance with its
terms.

          ()       The Collateral shall be subject to the exclusive dominion and
control  of  the  Administrative Agent, which shall hold the Cash Collateral and
administer  the  Cash  Collateral Account subject to the terms and conditions of
this  Agreement.    The  Pledgor shall have no right of withdrawal from the Cash
Collateral  Account nor any other right or power with respect to the Collateral,
except  as  expressly  provided  herein.

          .      Deposit of Funds.  The Pledgor may from time to time deposit in
the  Cash  Collateral  Account  cash  in the form of U.S. Dollars in immediately
available  funds.

          .          Covenants.    The  Pledgor  covenants  and  agrees with the
Administrative  Agent  that:

          ()        The Pledgor will not () sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Collateral, or ()
create, incur or permit to exist any Lien or option in favor of, or any claim of
any  Person  with  respect  to,  any of the Collateral, or any interest therein,
except  for  the  security  interest  created  by  this  Agreement.

          ()     The Pledgor will maintain the security interest created by this
Agreement  as  a  first, perfected security interest and defend the right, title
and  interest  of  the  Administrative  Agent  and  the  Lenders  in  and to the
Collateral  against  the  claims  and demands of all Persons whomsoever.  At any
time  and  from  time  to  time,  upon the written request of the Administrative
Agent,  and  at  the  sole expense of the Pledgor, the Pledgor will promptly and
duly  execute  and  deliver such further instruments and documents and take such
further  actions  as  the  Administrative  Agent  reasonably may request for the
purposes  of  obtaining or preserving the full benefits of this Agreement and of
the  rights  and  powers  herein  granted,  including,  without  limitation,  of
financing  statements  under  the  Uniform  Commercial  Code.

          .     Investment of Cash Collateral.  ()  Subject to the provisions of
paragraph  7(b), collected funds on deposit in the Cash Collateral Account shall
be  invested  by  the  Administrative  Agent  from  time  to  time  in Permitted
Investments.    All  investments shall be made in the name of the Administrative
Agent  or  a  nominee of the Administrative Agent and in a manner, determined by
the  Administrative  Agent  in  its  sole  discretion,  that  preserves  the
Administrative  Agent's  perfected,  first  priority  security  interest in such
investments.

          ()         The Administrative Agent shall have no obligation to invest
collected  funds  during  the  first  night  after  their  collection.

          ()        The Administrative Agent shall have no responsibility to the
Pledgor  for any loss or liability arising in respect of such investments of the
Cash  Collateral  (including, without limitation, as a result of the liquidation
of  any  thereof  before  maturity),  except  to  the  extent  that such loss or
liability  arises  from  the  Administrative Agent's gross negligence or willful
misconduct.

          ()      The Pledgor will pay or reimburse the Administrative Agent for
any and all costs, expenses and liabilities of the Administrative Agent incurred
in  connection  with  this  Agreement, the maintenance and operation of the Cash
Collateral Account and the investment of the Cash Collateral, including, without
limitation, any investment, brokerage or placement commissions and fees incurred
by the Administrative Agent in connection with the investment or reinvestment of
Cash  Collateral.

          .     Release of Cash Collateral.  The Administrative Agent shall have
no  obligation  to  release Cash Collateral (other than to enable the Pledgor to
make  payments  under  the  Guarantee pursuant to Section 1(c) of the Guarantee)
unless  each  of  the  following  conditions  is  satisfied  at the time of such
release:

          (a)      The Secured Obligations shall have been paid and performed in
full or the Guarantee shall have been released in accordance with its terms; and

          (b)       Such release shall not require termination of any investment
prior  to  its  maturity.

          .          Remedies.  ()  Whenever any Guaranteed Amounts are due, the
Administrative  Agent  may,  without  notice  of  any  kind,  except for notices
required  by  law which may not be waived, apply the Collateral, after deducting
all  reasonable  costs and expenses of every kind incurred in respect thereof or
incidental  to  the  care  or safekeeping of any of the Collateral or in any way
relating  to  the  Collateral  or the rights of the Administrative Agent and the
Lenders hereunder, including, without limitation, reasonable attorneys' fees and
disbursements of counsel to the Administrative Agent, to the payment in whole or
in part of the Secured Obligations, in such order as the Administrative Agent in
its  sole  discretion  may  elect, and only after such application and after the
payment  by  the  Administrative  Agent  of  any  other  amount  required by any
provision  of  law,  including,  without  limitation, Section 9-504(1)(c) of the
Code,  need  the  Administrative  Agent  account for the surplus, if any, to the
Pledgor.    To  the  extent  permitted  by  law, the Pledgor waives presentment,
demand,  protest and all notices of any kind and all claims, damages and demands
it may acquire against the Administrative Agent or any Lender arising out of the
exercise  by  them  of  any  rights  hereunder.

          ()          The  Pledgor waives and agrees not to assert any rights or
privileges  which  it  may acquire under Section 9-112 of the Code.  The Pledgor
shall  not  be  liable  for  any deficiency if the proceeds of any sale or other
disposition  of  the  Collateral are insufficient to pay the Secured Obligations
and  the  fees and disbursements of any attorneys employed by the Administrative
Agent  or  any  Lender  to  collect  such  deficiency.

          .     Administrative Agent's Appointment as Attorney-in-Fact.  ()  The
Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and
any  officer  or  agent  of  the  Administrative  Agent,  with  full  power  of
substitution,  as  its  true  and  lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Pledgor and in the name of the
Pledgor  or  in  the  Administrative  Agent's own name, from time to time in the
Administrative  Agent's discretion, for the purpose of carrying out the terms of
this  Agreement,  to  take any and all appropriate action and to execute any and
all  documents and instruments which may be necessary or desirable to accomplish
the  purposes  of  this  Agreement, including, without limitation, any financing
statements,  endorsements,  assignments  or  other  instruments  of  transfer.

          ()          The  Pledgor hereby ratifies all that said attorneys shall
lawfully  do  or  cause  to be done pursuant to the power of attorney granted in
paragraph  10(a).    All  powers,  authorizations and agencies contained in this
Agreement  are coupled with an interest and are irrevocable until this Agreement
is  terminated  and  the  security  interests  created  hereby  are  released.

          .       Duty of Administrative Agent.  The Administrative Agent's sole
duty  with  respect to the custody, safekeeping and physical preservation of the
Collateral  in  its  possession,  under  Section 9-207 of the Code or otherwise,
shall  be  to  comply  with  the  specific duties and responsibilities set forth
herein.   The powers conferred on the Administrative Agent in this Agreement are
solely  for  the  protection  of  the  Administrative  Agent's  and the Lenders'
interests  in  the  Collateral  and  shall  not  impose  any  duty  upon  the
Administrative  Agent  or  any  Lender to exercise any such powers.  Neither the
Administrative  Agent  nor  any  Lender  nor  its  or their directors, officers,
employees  or agents shall be liable for any action lawfully taken or omitted to
be  taken  by  any  of  them  under or in connection with the Collateral or this
Agreement,  except  for  its  or  their  gross negligence or willful misconduct.

          .     Execution of Financing Statements.  Pursuant to Section 9-402 of
the  Code,  the  Pledgor  authorizes  the Administrative Agent to file financing
statements  with  respect to the Collateral without the signature of the Pledgor
in  such  form and in such filing offices as the Administrative Agent reasonably
determines  appropriate  to perfect the security interests of the Administrative
Agent  under  this  Agreement.   A carbon, photographic or other reproduction of
this  Agreement  shall  be sufficient as a financing statement for filing in any
jurisdiction.

          .         Authority of Administrative Agent.  The Pledgor acknowledges
that  the  rights  and  responsibilities  of the Administrative Agent under this
Agreement  with  respect  to any action taken by the Administrative Agent or the
exercise  or  non-exercise  by  the  Administrative  Agent of any option, right,
request,  judgment  or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Administrative Agent and the
Lenders,  be  governed by the Credit Agreement and by such other agreements with
respect  thereto  as may exist from time to time among them, but, as between the
Administrative  Agent  and  the  Pledgor,  the  Administrative  Agent  shall  be
conclusively  presumed to be acting as Administrative Agent for the Lenders with
full and valid authority so to act or refrain from acting, and the Pledgor shall
not be under any obligation, or entitlement, to make any inquiry respecting such
authority.

          .          Notices.   All notices, requests and demands to or upon the
Administrative  Agent  or the Pledgor to be effective shall be in writing (or by
fax  or similar electronic transfer confirmed in writing) and shall be deemed to
have  been  duly given or made () when delivered by hand or () if given by mail,
when  deposited  in the mails by certified mail, return receipt requested, or ()
if  by  fax  or  similar  electronic  transfer,  when  sent and receipt has been
confirmed,  addressed  as  follows:

          ()       if to the Administrative Agent or the Lenders, as provided in
the  Credit  Agreement;  and

          ()        if to the Pledgor, at its address or transmission number for
notices  set  forth  under  its  signature  below.

The  Administrative  Agent  and  the  Pledgor  may  change  their  addresses and
transmission  numbers  for  notices  by  notice  in  the manner provided in this
Section.

          14.          Counterparts.   This Agreement may be executed in several
counterparts,  each  of  which  shall  be  an  original  and  all of which shall
constitute  but  one  and  the  same  instrument.

          15.          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,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

          16.        Amendments in Writing; No Waiver; Cumulative Remedies.  (a)
None  of  the  terms  or  provisions  of  this Agreement may be waived, amended,
supplemented  or  otherwise  modified except by a written instrument executed by
the  Pledgor  and  the Administrative Agent, provided that any provision of this
Agreement  may be waived by the Administrative Agent and the Lenders in a letter
or  agreement  executed by the Administrative Agent or by facsimile transmission
from  the  Administrative  Agent.

          (b)       Neither the Administrative Agent nor any Lender shall by any
act  (except by a written instrument pursuant to paragraph 16(a) hereof), delay,
indulgence,  omission  or otherwise be deemed to have waived any right or remedy
hereunder  or  to  have  acquiesced in any Default or Event of Default or in any
breach  of  any of the terms and conditions hereof.  No failure to exercise, nor
any  delay in exercising, on the part of the Administrative Agent or any Lender,
any  right,  power or privilege hereunder shall operate as a waiver thereof.  No
single  or  partial  exercise  of  any right, power or privilege hereunder shall
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  power  or privilege.  A waiver by the Administrative Agent or any Lender
of any right or remedy hereunder on any one occasion shall not be construed as a
bar  to  any right or remedy which the Administrative Agent or such Lender would
otherwise  have  on  any  future  occasion.

          (c)     The rights and remedies herein provided are cumulative, may be
exercised  singly  or  concurrently and are not exclusive of any other rights or
remedies  provided  by  law.

          17.     Section Headings.  The section headings used in this Agreement
are  for  convenience  of  reference only and are not to affect the construction
hereof  or  be  taken  into  consideration  in  the  interpretation  hereof.

          18.      Successors and Assigns.  This Agreement shall be binding upon
the  successors and assigns of the Pledgor and shall inure to the benefit of the
Administrative  Agent  and  the  Lenders  and  their  successors  and  assigns.

          19.          Governing  Law.   This Agreement shall in all respects be
construed  in  accordance  with and governed by the law of the State of New York
without  giving  effect  to  the  conflicts  of  law  principles  thereof.




<PAGE>
     IN  WITNESS  WHEREOF,  the Pledgor and the Administrative Agent have caused
this  Cash Collateral Agreement to be duly executed and delivered as of the date
first  above  written.


                                       KEYSTONE,  INC.

                                       By  /s/ David G. Brown

                                       Title

                                       Address  for  Notices:

                                       201  Main  Street
                                       Fort  Worth,  Texas  76102
                                       Attention:    Kevin  G.  Levy
                                       Fax:    817-338-2067


<PAGE>
     IN  WITNESS  WHEREOF,  the Pledgor and the Administrative Agent have caused
this  Cash Collateral Agreement to be duly executed and delivered as of the date
first  above  written.



                                       CHASE  BANK  OF  TEXAS,  NATIONAL
                                       ASSOCIATION,  As  Administrative  Agent

                                       By /s/ B.B. Wuthrich

                                       Title  Vice President