EXECUTION  COPY


           FIFTH  AMENDMENT  AND  WAIVER,  dated  as  of  February 8, 2000 (this
"Amendment  and  Waiver") to the Credit Agreement, dated as of January 28, 1998,
(as  the  same  may  be amended, supplemented or otherwise modified from time to
time,  the "Credit Agreement") among RELIANT BUILDING PRODUCTS, INC., a Delaware
corporation (the "Borrower"), the several banks and other financial institutions
or  entities  from time to time parties to the Credit Agreement (the "Lenders"),
CHASE  SECURITIES  INC.,    as  advisor  and  arranger  (in  such  capacity, the
"Arranger"),  CANADIAN  IMPERIAL  BANK  OF  COMMERCE,  NEW  YORK  AGENCY,  as
documentation  agent  (in  such  capacity, the "Documentation Agent"), and CHASE
BANK  OF TEXAS, NATIONAL ASSOCIATION, as administrative agent (in such capacity,
the  "Administrative  Agent").


                              W I T N E S S E T H :


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

          WHEREAS,  the Borrower requests that the Lenders waive compliance with
certain  financial  covenants  contained  in  the  Credit  Agreement;  and

          WHEREAS,  the  Borrower  has  requested  that  the  Lenders consent to
amendment  of  certain  financial  covenant  levels  contained  in  the  Credit
Agreement;  and

          WHEREAS,  the  Borrower  has  requested that the Lenders amend certain
other  provisions  contained  in  the  Credit  Agreement;  and

          WHEREAS,  the Lenders are willing to agree to the requested amendments
and  waivers,  but  only  upon  the  terms  and  conditions  contained  herein;

          NOW  THEREFORE, in consideration of the premises contained herein, the
parties  hereto  agree  as  follows:

     I.          Defined  Terms.  Terms defined in the Credit Agreement and used
herein  shall  have  the meanings given to them in the Credit Agreement.  Unless
otherwise  indicated,  all  Section  and subsection references are to the Credit
Agreement.

     II.        Waivers  to  the  Credit  Agreement

          1.  Section  2.15  (Interest  Rates  and  Payment Dates).  The Lenders
hereby  waive,  through  the  earlier  of  (i) March 20, 2000 and (ii) the Fifth
Amendment  Effective  Date  (as  defined  below)  only,  any Default or Event of
Default  occurring  solely due to the nonpayment of interest due with respect to
the  Loans  in  accordance  with  the  terms  of the Credit Agreement; provided,
however,  that such waiver shall only be effective for so long as no interest is
paid  on  or  after  the  date  hereof  by the Borrower in respect of the Senior
Subordinated  Notes.

          2.   Section 7.1(a) (Consolidated Leverage Ratio).  The Lenders hereby
waive,  for  the  period  from  February  15,  2000  to and including the Waiver
Termination  Date  (as  defined  below)  only,  any  Default or Event of Default
occurring  solely because the Borrower exceeds the maximum Consolidated Leverage
Ratio  as  at  the  end  of  the  second  fiscal quarter of Fiscal Year 2000 and
thereafter  (including  as at the end of the third fiscal quarter of Fiscal Year
2000  and  thereafter)  to  and including the Waiver Termination Date; provided,
however,  that such waiver shall only be effective for so long as no interest is
paid  on  or  after  the  date  hereof  by the Borrower in respect of the Senior
Subordinated  Notes.

          3.    Section  7.1(b)  (Consolidated  Interest  Coverage  Ratio).  The
Lenders hereby waive, for the period from February 15, 2000 to and including the
Waiver Termination Date (as defined below) only, any Default or Event of Default
occurring  solely  because  the  Borrower does not meet the minimum Consolidated
Interest Coverage Ratio for the period of four consecutive fiscal quarters ended
with  the  second  fiscal quarter of Fiscal Year 2000 and for the period of four
consecutive  fiscal  quarters ended with the third fiscal quarter of Fiscal Year
2000; provided, however, that such waiver shall only be effective for so long as
no  interest  is  paid on or after the date hereof by the Borrower in respect of
the  Senior  Subordinated  Notes.

          4.    Section  7.1(c)  (Maintenance  of  Minimum EBITDA).  The Lenders
hereby  waive, for the period from February 15, 2000 to and including the Waiver
Termination  Date  (as  defined  below)  only,  any  Default or Event of Default
occurring  solely  because  the  Borrower does not meet the minimum Consolidated
EBITDA  for the period of four consecutive fiscal quarters ended with the second
fiscal quarter of Fiscal Year 2000 and for the period of four consecutive fiscal
quarters  ended  with  the  third  fiscal quarter of Fiscal Year 2000; provided,
however,  that such waiver shall only be effective for so long as no interest is
paid  on  or  after  the  date  hereof  by the Borrower in respect of the Senior
Subordinated  Notes.

          5.   Nonpayment of Interest on Senior Subordinated Notes.  The Lenders
hereby  waive, for the period from February 15, 2000 to and including the Waiver
Termination  Date  only, any Default or Event of Default occurring solely due to
the  nonpayment  of  interest  by  the  Borrower  with  respect  to  the  Senior
Subordinated  Notes.

          6.    "Waiver  Termination  Date"  means  March  31,  2000.

     III.          Amendments  to  the  Credit  Agreement

          1.    Amendment  of  Section 1.1 (Definitions).  Section 1.1 is hereby
amended  as  follows:
          (a)  by  amending  and  restating  the following definitions appearing
therein  to  read  in  their  respective  entireties  as  follows:

     "'Borrowing  Base':    at  any  date,  the  amount  of the then most recent
computation  of  the  Borrowing Base, determined by calculating the amount equal
to:

     (a)    85%  of  the  Net  Amount  of  Eligible  Receivables  at  such date;

     plus

(b)    50%  of  the amount of Eligible Inventory at said date, calculated at the
lower  of  cost  (determined  on  a  FIFO  basis) or market less the Slow Moving
Reserve  then  in  effect;  provided  that  in no event shall the portion of the
Borrowing  Base  attributable  to Eligible Inventory exceed 50% of the Borrowing
Base;

     plus

(c)    until  the restructuring of the Senior Subordinated Notes contemplated by
the  Fifth Amendment and Waiver, dated as of February 8, 2000, to this Agreement
is  completed,  the  amount  determined by the Administrative Agent from time to
time  equal  to  the  value  of the collateral on deposit in the Cash Collateral
Account  maintained  under  the Cash Collateral Agreement dated as of January 3,
2000  by Keystone, Inc. in favor of the Administrative Agent, provided that such
amount  shall  not  be  greater  than $2,000,000 or such larger amount as may be
acceptable  to  the  Administrative  Agent.

The  Borrowing  Base will be computed hereunder on a monthly basis (based on all
information  reasonably available to the Administrative Agent, including without
limitation,  the  periodic  reports and listings delivered to the Administrative
Agent  in  accordance  with  Section  6.2(c)),  and  a  monthly  Borrowing  Base
Certificate from a Responsible Officer of the Borrower presenting the Borrower's
computation  of  the  Borrowing  Base  will  be  periodically  delivered  to the
Administrative  Agent  in  accordance  with  Section  6.2(d)."

     "'Consolidated  EBITDA':   for any period, Consolidated Net Income for such
period  plus, without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
tax expense, (b) interest expense, amortization or writeoff of debt discount and
debt  issuance  costs  and  commissions,  discounts  and  other fees and charges
associated  with  Indebtedness  (including  the  Loans),  (c)  depreciation  and
amortization  expense,  (d)  amortization  of  intangibles  (including,  but not
limited  to,  goodwill)  and  organization  costs, (e) to the extent deducted in
determining such Consolidated Net Income, expenses relating to payments pursuant
to  the  George  Group  Consulting  Agreements, not to exceed $3,500,000, in any
fiscal  year  of  the  Borrower,  (f) to the extent deducted in determining such
Consolidated  Net  Income,  cash  expenses  relating  to the planned closure and
consolidation  referred to in the Confidential Information Memorandum of certain
facilities  of  the Borrower, not to exceed $3,500,000 in the aggregate, (g) any
extraordinary,  unusual  or non-recurring expenses or losses (including, whether
or  not  otherwise  includable  as  a  separate  item  in  the statement of such
Consolidated  Net  Income  for such period, losses on sales of assets outside of
the ordinary course of business), (h) any other non-cash charges, (i) any charge
or  expense incurred in connection with the acquisition or start-up of any sales
program  at  any  Lowe's  store  or  group of Lowe's stores,( including, without
limitation,  the purchase of remaining inventory of other manufacturers), not to
exceed $6,000,000 in the aggregate, (j) in the case of any period which includes
the  second, third or fourth fiscal quarter of Fiscal Year 2000 up to $2,900,000
in  product  development costs written off in such fiscal quarters in respect of
product  development  undertaken  prior  thereto,  (k) in the case of any period
which includes the third or fourth fiscal quarter of Fiscal Year 2000, the costs
incurred  in  connection  with the Second Amendment and Waiver to this Agreement
and  the  transactions  contemplated  thereby,  including  costs  incurred  in
connection  with  the restructuring of Indebtedness contemplated thereby and (l)
any  expenses  incurred  on  or  after  April  4, 1998 for year 2000 remediation
programs  and  implementation of management information system proposals made by
J.  D.  Edwards,  not  to  exceed $4,000,000 in the aggregate, and minus, to the
extent  included  in  the  statement  of  such  Consolidated Net Income for such
period,  the  sum  of  (a)  interest  income,  (b) any extraordinary, unusual or
non-recurring income or gains (including, whether or not otherwise includable as
a  separate  item  in  the  statement  of  such Consolidated Net Income for such
period, gains on the sales of assets outside of the ordinary course of business)
and  (c)  any other non-cash income, all as determined on a consolidated basis."

     "'Consolidated  Interest  Expense':  for any period, total interest expense
(including  that  attributable to Capital Lease Obligations) of the Borrower and
its Subsidiaries for such period with respect to all outstanding Indebtedness of
the  Borrower  and  its  Subsidiaries  (including,  without  limitation,  all
commissions,  discounts  and other fees and charges owed with respect to letters
of  credit  and  bankers' acceptance financing and net costs under Interest Rate
Protection  Agreements to the extent such net costs are allocable to such period
in  accordance  with  GAAP)  but  excluding (a) amortization or writeoff of debt
discount  and  debt issuance costs and commissions, discounts and other fees and
charges  associated  with  Indebtedness  (including  the Loans) and (b) any such
interest expense in respect of the Senior Subordinated Notes that may be payable
and  is  paid  by  the  issuance  of  additional  Senior  Subordinated  Notes."

          (b)  by  adding  thereto  the  following definition in the appropriate
alphabetical  order:

     "'Fifth  Amendment  Effective Date':  as defined in the Fifth Amendment and
Waiver  to  this  Agreement."

          2.    Amendment of Section 2.3(a) (Repayment of Terms Loans).  Section
2.3(a)  of  the Credit Agreement is hereby amended by deleting the table in such
Section  and  substituting  in  lieu  thereof  the  following  table:

                         Installment     Principal Amount
                     June  30,  1999         $666,667
                September  30,  1999          666,667
                 December  31,  1999          666,666
                    March  31,  2000          0
                     June  30,  2000          0
                September  30,  2000          0
                 December  31,  2000          0
                    March  31,  2001          0
                     June  30,  2001          0
                September  30,  2001          2,500,000
                 December  31,  2001          2,500,000
                    March  31,  2002          2,500,000
                     June  30,  2002          3,500,000
                September  30,  2002          3,500,000
                 December  31,  2002          3,500,000
                    March  31,  2003          3,500,000
                     June  30,  2003          3,500,000
                September  30,  2003          3,500,000
                 December  31,  2003          9,500,000

          3.     Amendment of Section 2.11 (Optional Prepayments).  Section 2.11
of  the  Credit  Agreement  is  hereby  amended  as  follows:

          (a)  by  inserting  "(a)"  at  the  beginning  of  such  Section;
          (b)  by  inserting the parenthetical "(except as provided in paragraph
(b)  of this Section 2.11)" after the phrase "without premium or penalty" in the
first  sentence  of  such  Section;  and

          (c)  by  adding  thereto  a  new  paragraph  (b)  to  read as follows:

     "(b)  If at any time during any period set forth below the Term Loans shall
be  paid  or  prepaid  and  the  Revolving  Credit  Commitments  optionally  or
mandatorily terminated and the Revolving Extensions of Credit paid or prepaid or
otherwise discharged, the Borrower shall pay to each Lender a prepayment premium
equal  to  the percentage set forth below opposite such period of the sum of the
aggregate  principal  amount  of the Term Loans of such Lender and the Revolving
Credit  Commitment  of  such  Lender  in  each  case  as  in effect on the Fifth
Amendment  Effective  Date:

                              Period                    Percentage
                4th  Quarter  Fiscal  Year  2000-          1.0%
                4th  Quarter  Fiscal  Year  2002
                1st  Quarter  Fiscal  Year  2003-          1.5%
                4th  Quarter  Fiscal  Year  2003
                1st  Quarter  Fiscal  Year  2004-          2.0%
                4th  Quarter  Fiscal  Year  2004

Any  such  prepayment  premium  shall  be  paid  to the Administrative Agent for
distribution  to  such Lender on the date of such payment or prepayment and such
termination."

          4.      Amendment  of  Section  5.2  (Representations and Warranties).
Section  5.2 of the Credit Agreement is hereby amended by deleting paragraph (a)
of  such Section in its entirety and substituting in lieu thereof the following:

     "(a) Representations and Warranties.  Except as disclosed to the Lenders in
the  information  memorandum  dated  January 10, 2000 and subsequent information
delivered  to  the  Lenders  in  connection with the January 27, 2000 conference
call,  each  of  the representations and warranties made by any Loan Party in or
pursuant  to the Loan Documents shall be true and correct on and as of such date
as if made on and as of such date (and, in the case of such initial extension of
credit,  after  giving  effect  to  the  Acquisition  and  the financing thereof
pursuant  hereto)."

          5.     Amendment of Section 6.1 (Financial Statements).    Section 6.1
of  the  Credit  Agreement  is  hereby  amended  as  follows:

          (a)  by  deleting the word "and" appearing at the end of paragraph (b)
of  such  Section;

          (b)  by  deleting  paragraph  (c)  of such Section in its entirety and
substituting  in  lieu  thereof  the  following:

     "(c)    as soon as available, but in any event not later than 30 days after
the  end  of each month occurring during each fiscal year of the Borrower (other
than the third, sixth, ninth and twelfth such month), the unaudited consolidated
balance  sheets of the Borrower and its Subsidiaries as at the end of such month
and  the  related  unaudited consolidated statements of income and of cash flows
for such month and the portion of the fiscal year through the end of such month,
setting  forth in each case in comparative form (i) the figures for the previous
year  and (ii) the figures for such period contained in the projections provided
by  the  Borrower  pursuant  to  paragraph (d) of this Section 6.1, in each case
certified  by  a  Responsible  Officer  as  being  fairly stated in all material
respects  (subject  to  normal  year-end  audit  adjustments).  In addition, the
Borrower agrees that it shall, as soon as practicable, but in any event not less
than  5  days  after  the  delivery of the financial statements pursuant to this
paragraph,  participate  in  a  telephone  call with the Administrative Agent in
order  to discuss such financial statements and such other matters regarding the
Borrower's  business as the Administrative Agent shall reasonably request; and";
and

          (c)  by  inserting  the following new paragraph (d) at the end of such
Section  to  read  as  follows:

     "(d)  as  soon  as available, but in any event not later than 30 days after
the  end  of  each  fiscal  year  of  the  Borrower,  for each month of the next
succeeding  fiscal  year  of  the Borrower, a copy of the projected consolidated
balance  sheet  of the Borrower and its Subsidiaries as at the end of such month
and  the  related  projected consolidated statements of income and of cash flows
for  such  month."

          6.      Amendment  of  Section  7.1(a)  (Consolidated Leverage Ratio).
Section  7.1(a)  of  the  Credit  Agreement  is  hereby amended by deleting such
Section  in  its  entirety  and  substituting  in  lieu  thereof  the following:

               "(a)  Intentionally  Omitted."
          7.    Amendment  of  Section  7.1(b)  (Consolidated  Interest Coverage
Ratio).    Section  7.1(b) of the Credit Agreement is hereby amended by deleting
such  Section  in  its  entirety and substituting in lieu thereof the following:

          "(b)  Consolidated  Interest  Coverage  Ratio.    Permit  Consolidated
Interest  Coverage  Ratio  for any period of four consecutive fiscal quarters of
the  Borrower ending during any period set forth below to be less than the ratio
set  forth  below  opposite  such  period:

                                                Consolidated Interest
                           Period                   Coverage Ratio
             3rd Quarter Fiscal Year 2000-            .45:1.0
             2nd Quarter Fiscal Year 2001
             3rd Quarter Fiscal Year 2001-           1.40:1.0
             4th Quarter Fiscal Year 2001
             1st Quarter Fiscal Year 2002-           1.60:1.0
             2nd Quarter Fiscal Year 2002
             3rd Quarter Fiscal Year 2002-           1.80:1.0
             4th Quarter Fiscal Year 2002
             1st Quarter Fiscal Year 2003-           2.00:1.0
             Each Fiscal Quarter Thereafter

          8.    Amendment  of  Section  7.1(c)  (Maintenance of Minimum EBITDA).
Section  7.1(c)  is  hereby amended by deleting such Section in its entirety and
substituting  in  lieu  thereof  the  following:

          "(c)  Maintenance  of  Minimum EBITDA.  Permit Consolidated EBITDA for
any period of four consecutive fiscal quarters of the Borrower ending during any
period  set forth below to be less than the amount set forth below opposite such
period:

                             Period               Consolidated EBITDA
                  3rd Quarter Fiscal Year 2000-       $5,500,000
                  1st Quarter Fiscal Year 2001
                  2nd Quarter Fiscal Year 2001        $6,500,000
                  3rd Quarter Fiscal Year 2001-       $16,500,000
                  4th Quarter Fiscal Year 2001
                  1st Quarter Fiscal Year 2002-       $20,000,000
                  2nd Quarter Fiscal Year 2002
                  3rd Quarter Fiscal Year 2002-       $22,000,000
                  4th Quarter Fiscal Year 2002
                  1st Quarter Fiscal Year 2003-       $25,000,000
                  4th Quarter Fiscal Year 2003
                  Each Fiscal Quarter Thereafter      $28,000,000

          9.    Amendment  of Section 7.2 (Limitation on Indebtedness).  Section
7.2  of  the  Credit  Agreement  is  hereby  amended  by  deleting clause (i) of
paragraph  (g)  thereof  in  its  entirety  and substituting in lieu thereof the
following:

     "(i)  Indebtedness  of  the  Borrower in respect of the Senior Subordinated
Notes  in  an  aggregate  principal  amount not to exceed $25,000,000 (including
$7,500,000  held  by  the  Control  Group) plus the aggregate amount of interest
expense  in  respect  of  the  Senior  Subordinated  Notes  which is paid by the
issuance  of  additional  Senior  Subordinated  Notes  through  May  1, 2002, in
accordance  with the terms of the restructuring of the Senior Subordinated Notes
contemplated  by  the  Fifth Amendment and Waiver, dated as of February 8, 2000"

          10.    Amendment  of  Section 7.9 (Limitation on Optional Payments and
Modifications  of  Debt Instruments, etc.).  Section 7.9 of the Credit Agreement
is  hereby  amended by deleting such Section in its entirety and substituting in
lieu  thereof  the  following:

     "7.9    Limitation  on  Optional  Payments  and  Modifications  of  Debt
Instruments,  etc.    (a)    Make  or  offer  to  make  any payment, prepayment,
repurchase or redemption of or otherwise defease or segregate funds with respect
to  the  Senior Subordinated Notes or any other Subordinated Indebtedness (other
than  scheduled  interest  payments  required  to be made in cash and other than
repurchasings  or  redemptions  in  exchange for Capital Stock of Holdings), (b)
amend,  modify, waive or otherwise change, or consent or agree to any amendment,
modification,  waiver  or  other  change  to,  any  of  the  terms of the Senior
Subordinated  Notes  or any other Subordinated Indebtedness (other than any such
amendment,  modification,  waiver or other change which (x) (i) would extend the
maturity or reduce the amount of any payment of principal thereof or which would
reduce  the  rate  or  extend  the date for payment of interest thereon and (ii)
involves  the  payment  of  a  consent  fee  of no greater than $30 per $1000 of
principal  amount  of  such  Indebtedness  or (y) is made in connection with the
restructuring  thereof  contemplated by the Fifth Amendment and Waiver, dated as
of  February  8,  2000,  to  this  Agreement), (c) designate any Indebtedness as
"Designated  Senior  Indebtedness"  for  the purposes of the Senior Subordinated
Note  Indenture  or  (d)  amend  its  certificate of incorporation in any manner
determined  by the Administrative Agent to be adverse to the Lenders without the
prior  written  consent  of  the  Required  Lenders."

          11.    Amendment of Annex A (Pricing Grid).  Annex A is hereby amended
by deleting the Pricing Grid contained therein and replacing it with the Pricing
Grid  attached  as Schedule I hereto. Interest and commitment fees accrued prior
to  the  Fifth  Amendment Effective Date and payable thereafter shall be payable
for such period based on the Pricing Grid in effect prior to the Fifth Amendment
Effective  Date,  and  interest  and commitment fees accrued thereafter shall be
payable  based  on  the  Pricing  Grid  as  amended  hereby.

     III.          General  Provisions

          1.   Representations and Warranties.  On and as of the date hereof and
after  giving  effect  to  this Amendment and Waiver, except as disclosed to the
Lenders  in  the  information  memorandum  dated January 10, 2000 and subsequent
information  delivered  to  the  Lenders in connection with the January 27, 2000
conference  call,  the  Borrower  hereby  confirms,  reaffirms  and restates the
representations  and  warranties  set forth in Section 4 of the Credit Agreement
mutatis  mutandis,  and  to  the extent that such representations and warranties
expressly  relate  to  a specific earlier date in which case the Borrower hereby
confirms,  reaffirms and restates such representations and warranties as of such
earlier  date,  provided  that  the  references  to the Credit Agreement in such
representations  and warranties shall be deemed to refer to the Credit Agreement
as  amended  prior to the date hereof and pursuant to this Amendment and Waiver.

          2.    Conditions  to Effectiveness of Section II of this Amendment and
Waiver.   The waivers contained in Section II of this Amendment and Waiver shall
become effective as of the date on which the following conditions precedent have
been  satisfied  or  waived:

          (a)  The Administrative Agent shall have received counterparts of this
Amendment  and  Waiver,  duly  executed  and  delivered  by the Borrower and the
requisite  Lenders;  and

          (b)    Keystone,  Inc.  and  each  Guarantor  under  the Guarantee and
Collateral  Agreement  shall  have  consented  to  this  Amendment  and  Waiver.

          3.    Conditions to Effectiveness of Section III of this Amendment and
Waiver.  The  amendments  contained  in Section III of this Amendment and Waiver
shall  become effective as of the date (the "Fifth Amendment Effective Date") on
which  all  of the following conditions precedent have been satisfied or waived:

          (a)  The Administrative Agent shall have received counterparts of this
Amendment  and  Waiver,  duly  executed  and  delivered  by the Borrower and the
requisite  Lenders;

          (b)  Keystone,  Inc.  and  each  Guarantor  under  the  Guarantee  and
Collateral  Agreement  shall  have  consented  to  this  Amendment  and  Waiver;

          (c)  The Control Group shall have advanced $12,500,000 to the Borrower
in the form of either equity or debt that is subordinated to the Obligations, in
a  manner  reasonably  satisfactory to the Administrative Agent and the Required
Lenders;  and

          (d)  The  Senior Subordinated Notes and Indebtedness of Holdings shall
have  been restructured upon terms and conditions reasonably satisfactory to the
Control  Group  and  substantially  as  set  forth  in  the attached term sheet.

The  Lenders parties hereto agree that no mandatory prepayment shall be required
as  a result of any of the transactions referred to in paragraphs (c) and (d) of
this  Section  3.

          4.    Continuing Effect; No Other Amendments.  (a) Except as expressly
amended  or  waived  hereby,  all  of  the  terms  and  provisions of the Credit
Agreement  are  and  shall  remain in full force and effect.  The amendments and
waivers  provided  for  herein  are  limited  to the specific subsections of the
Credit  Agreement  specified  herein  and  shall  not constitute an amendment or
waiver  of,  or an indication of the Lenders' willingness to amend or waive, any
other  provisions  of the Credit Agreement or the same subsections for any other
date  or  time  period  (whether or not such other provisions or compliance with
such  subsections  for  another  date  or  time  period  are  affected  by  the
circumstances  addressed  in  this  Amendment  and  Waiver).

          (b)   The parties hereto acknowledge and agree that to the extent that
any provisions of this Amendment and Waiver are inconsistent with the provisions
of  the  Second Amendment and Waiver, dated as of October 1, 1999, to the Credit
Agreement,  this  Amendment  and  Waiver  shall  control.

          5.    Expenses.    The  Borrower  agrees  to  pay  and  reimburse  the
Administrative  Agent  for  all  its  reasonable  costs and expenses incurred in
connection  with  the  preparation  and  delivery  of this Amendment and Waiver,
including,  without limitation, the reasonable fees and disbursements of counsel
to  the  Administrative  Agent.

          6.  Counterparts.  This Amendment and Waiver may be executed by one or
more  of  the  parties  to  this  Amendment and Waiver on any number of separate
counterparts  (including  by  telecopy),  and  all  of  said  counterparts taken
together  shall  be  deemed  to  constitute  one  and  the  same  instrument.
<PAGE>


          7.    GOVERNING  LAW.    THIS  AMENDMENT AND WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY,
AND  CONSTRUED  AND  INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK  WITHOUT  REGARD  TO  THE  PRINCIPLES  OF  CONFLICTS  OF  LAWS  THEREOF.



                              RELIANT  BUILDING  PRODUCTS,  INC.


                              By: /s/ William K. Snyder
                                  Name: William K. Snyder
                                  Title: CFO Sr. V.P.
<PAGE>
                              CHASE  BANK  OF  TEXAS,  NATIONAL
                              ASSOCIATION,  as  Administrative  Agent,
                              Swing  Line  Lender,  Issuing  Lender
                              and  as  a  Lender


                              By: /s/ B.B. Wuthrich
                                  Name: B.B. Wuthrich
                                  Title: Vice President


                              BANKBOSTON,  N.A.


                              By: /s/ Anthony D. Healey
                                  Name: Anthony D. Healey
                                  Title: Vice President



                              BALANCED HIGH YIELD FUND I
                              BY BHF (USA) Capital Corporation acting as
                              Attorney-in-fact


                              By: /s/ Jeffrey Frost
                                  Name: Jeffrey Frost
                                  Title: Vice President

                              By: /s/ Dana L. McDougall
                                 Name: Dana L. McDougall
                                 Title: Vice President



                              PARIBAS

                              By: /s/ Larry Robinson
                                  Name: Larry Robinson
                                  Title: Vice President

                              By: /s/ Scott Clingan
                                  Name: Scott Clingan
                                  Title: Director




                              ING  HIGH  INCOME  PRINCIPAL
                              PRESERVATION FUND HOLDINGS, LDC

                              By: ING  Capital  Advisors,  LLC
                                  as Investment  Advisor

                              By: /s/ Kurt Wegleitner
                                  Name:  Kurt Wegleitner
                                  Title: Vice President


                              NORTHERN  LIFE  INSURANCE
                              COMPANY

                              By:    ING  Capital  Advisors,  LLC
                                     as  Investment  Advisor

                              By: /s/ Kurt Wegleitner
                                  Name: Kurt Wegleitner
                                  Title: Vice President



                              BHF  (USA)  CAPITAL  CORPORATION


                              By: /s/ Jeffrey Frost
                                  Name: Jeffrey Frost
                                  Title: Vice President


                              By: /s/ Dana L. McDougall
                                  Name: Dana L. McDougall
                                  Title: Vice President



                              CIBC,  INC.


                              By: /s/ Ihor Zaluckyj
                                  Name: Ihor Zaluckyj
                                  Title: Executive Director



                              FLEET BUSINESS CREDIT
                              CORPORATION
                              Dba Sanwa Business Credit Corporation

                              By: /s/ J. Cameron Terry
                                  Name: J. Cameron Terry
                                  Title: SVP



                              KEY  CORPORATE  CAPITAL  INC.


                              By: /s/ Alan J. Ronan
                                  Name: Alan J. Ronan
                                  Title: Designated Signer


                              KZH  CYPRESSTREE-1  LLC


                              By: /s/ Peter Chin
                                  Name: Peter Chin
                                  Title: Authorized Agent



                              SENIOR DEBT PORTFOLIO

                              By: Boston Management and Research as
                                  Investment Advisor

                              By: /s/ Payson F. Swaffield
                                  Name: Payson F. Swaffield
                                  Title: Vice President


                              VAN  KAMPEN  CLO  II,  LIMITED
                              By:  VAN  KAMPEN  MANAGEMENT
                                   INC.,  as  Collateral  Manager

                              By: /s/ Darvin D. Pierce
                                  Name: Darvin D. Pierce
                                  Title: Vice President



                              VAN  KAMPEN  PRIME  RATE  INCOME  TRUST

                              By:    Van  Kampen  Investment  Advisory  Corp.


                              By: /s/s Darvin D. Pierce
                                  Name: Darvin D. Pierce
                                  Title: Vice President


                              U.S. BANK NATIONAL ASSOCIATION

                              By: /s/ Richard J. Mikes
                                  Name: Richard J. Mikes
                                  Title: Vice President
<PAGE>
<TABLE>
<CAPTION>

                                                                                            Schedule 1 to the
                                                                                   Fifth Amendment and Waiver

                                                                                                      Annex A
                                                 PRICING GRID

<S>                             <C>                 <C>                <C>          <C>            <C>
Consolidated Leverage           Tranche A           Tranche A          Tranche B    Tranche B      Commit-
Ratio                           Term Loan and       and Revolving      Term Loan    Term Loan      ment  Fee
                               Revolving Credit     Credit Facility    Applicable   Applicable      Rate
                                  Facility          Applicable           Margin    Margin - Bsse
                                  Applicable        Margin - Base      Eurodollar   Rate Loans
                                    Margin -        Rate Loans           Loans
                                Eurodollar Loans
------------------------------  -----------------------------------------------------------------------------
Greater than 7.5                    3.25%              3.25%             3.50%         3.50%        .500%
      To 1
Less than or                        3.00%              3.00%             3.25%         3.25%        .500%
equal to 7.5 to 1
but greater than
  6.5 to 1
Less than or                        2.50%              2.50%             2.75%         2.75%        .500%
equal to 6.5 to 1
but greater than
5.5 to 1
Less than or                        2.25%              2.25%             2.50%         2.50%        .500%
equal to 5.5 to 1
but greater than
 4.5 to 1
Less than or                        2.00%              2.00%             2.25%         2.25%        .500%
equal to 4.5 to 1
but greater than
 4.0 to 1
Less than or                        1.75%              1.75%             2.00%         2.00%        .375%
equal to 4.0 to 1
but greater than
 3.5 to 1
Less than or                        1.50%              1.50%             2.00%         2.00%        .375%
equal to 3.5 to 1
but greater than
 3.0 to 1
Less than or                        1.25%              1.25%             2.00%         2.00%        .250%
equal to 3.0 to 1
==============================  =============================================================================


    Changes in the Applicable Margin resulting from changes in the Consolidated
                              Leverage Ratio shall
<PAGE>
    become effective on the Fifth Amendment Effective Date and shall remain in
   effect until the next change to be effected pursuant to this paragraph.  The
  Consolidated Leverage Ratio immediately in effect is deemed to be greater than
  7.5 to 1.0.  Satisfactory financial statements must be delivered to the Lenders
pursuant to Section 6.1 not later than the 40th day after the end of each of the
  first three quarterly periods of each fiscal year or the 90th day after the end
    of each fiscal year.  If any financial statements referred to above are not
   delivered within the time periods specified above, then, until such financial
  statements are delivered, the Consolidated Leverage Ratio as at the end of the
   fiscal period that would have been covered thereby shall for the purposes of
   this definition be deemed to be greater than 7.5 to 1.0.  In addition, at all
       times while an Event of Default or Default shall have occurred and be
    continuing, the Consolidated Leverage Ratio shall for the purposes of this
  definition be deemed to be greater than 7.5 to 1.0.  Each determination of the
    Consolidated Leverage Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower ending
     at the end of the period covered by the relevant financial statements.
<PAGE>
                           ACKNOWLEDGMENT AND CONSENT


     Each  of  the  undersigned  hereby  consents to the foregoing Amendment and
Waiver and hereby confirms, reaffirms and restates that its obligations under or
in respect of the Credit Agreement and the documents related thereto to which it
is  a party are and shall remain in full force and effect after giving effect to
the  foregoing  Amendment  and  Waiver:


                                   RBPI  HOLDING  CORPORATION


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   RELIANT  BUILDING  PRODUCTS,  INC.


                                   By: /s/ William K. Snyder
                                   Title: CFO & Sr. V.P.


                                   RBP  OF  ARIZONA,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   RBP CUSTOM GLASS, INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   RBP OF TEXAS, INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   RBP TRANS, INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   LEVAN  BUILDIERS  SUPPLY,  INCORPORATED



                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   TIMBER  TECH,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   CFA  HOLDING  COMPANY


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   CARE  FREE  ALUMINUM  PRODUCTS,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   ULTRA  BUILDING  SYSTEMS,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   ALPINE  INDUSTRIES,  INC.



                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   KEYSTONE,  INC.


                                   By:
                                   Title:



</TABLE>