EXECUTION  COPY


          CONSENT AND WAIVER, dated as of January 1, 2000 (this "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  the  Lenders  are  parties to the Credit
 Agreement;  and

          WHEREAS,  the  Borrower and the Lenders are parties to the Consent and
Waiver  (the  "Consent and Waiver"), dated as of November 15, 1999 to the Second
Amendment and Waiver (the "Second Amendment and Waiver"), dated as of October 1,
1999  to  the  Credit  Agreement;  and

          WHEREAS,  the  Borrower  requests  that  the  Lenders  consent  to  an
amendment  of  the  terms and conditions of the consent contained in the Consent
and  Waiver;  and

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

          WHEREAS,  the  Lenders  are  willing to give the requested consent and
agree  to the requested waiver, but only upon the terms and conditions contained
herein;

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

1.        Consent.  The Lenders hereby reaffirm their consent in the Consent and
Waiver to the extension of the Waiver Termination Date (as defined in the Second
Amendment and Waiver) to January 31, 2000, notwithstanding that subclause (i) of
the  provided  further clause of Section II of the Consent and Waiver may not be
satisfied.


II.        Waivers  to  the  Credit  Agreement

          1.   Section 7.1(a) (Consolidated Leverage Ratio).  The Lenders hereby
waive,  for  the  period  from January 1, 2000 to and including January 31, 2000
only,  any  Default  or  Event  of Default occurring solely because the Borrower
exceeds  the  maximum  Consolidated  Leverage  Ratio  as at the end of the third
fiscal  quarter  of Fiscal Year 2000 and thereafter to and including January 31,
2000.

          2.    Section  7.1(b)  (Consolidated  Interest  Coverage  Ratio).  The
Lenders  hereby  waive,  for  the  period  from January 1, 2000 to and including
January  31, 2000 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 third fiscal
quarter  of  Fiscal  Year  2000.

          3.    Section  7.1(c)  (Maintenance  of  Minimum EBITDA).  The Lenders
hereby  waive,  for the period from January 1, 2000 to and including January 31,
2000 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  third  fiscal  quarter  of Fiscal Year 2000.

III.          General  Provisions

          1.   Representations and Warranties.  On and as of the date hereof and
after  giving effect to this Waiver, 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
Waiver.

          2.    Conditions to Effectiveness.  This Waiver shall become effective
as  of  the  date  hereof  upon  receipt  by  the  Administrative  Agent  of (a)
counterparts of this Waiver, duly executed and delivered by the Borrower and the
Required  Lenders;  (b)  counterparts  of the Acknowledgment and Consent hereto,
duly  executed  and  delivered  by  Keystone,  Inc. and each Guarantor under the
Guarantee  and  Collateral  Agreement;  and (c) $150,000 from the Borrower to be
deposited  by  the  Administrative  Agent  in  a separate account and to be used
solely  for  the  purpose  of  reimbursing  the  Administrative  Agent  for  its
reasonable  costs and expenses incurred in connection with the administration of
the  Credit  Agreement.

          3.    Continuing  Effect;  No  Other  Amendments.  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 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  Waiver).

          4.    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 Waiver, including, without
limitation,  the  reasonable  fees  and  disbursements  of  counsel  to  the
Administrative  Agent.

          5.    Counterparts.  This Waiver may be executed by one or more of the
parties  to  this  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.

          6.   GOVERNING LAW.  THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS 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. VP



                              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/ CB Moore
                                        Name: CB Moore
                                        Title:  Vice President



                                   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/ Perry Forman
                                        Name: Perry Forman
                                        Title: Vice President




                                   CIBC,  INC.


                                   By: /s/ Lindsay Gordon
                                        Name: Lindsay Gordon
                                        Title: Executive Director




                                   KEY  CORPORATE  CAPITAL  INC.


                                   By: /s/ Mark R. Hursty
                                        Name: Mark R. Hursty
                                        Title: VP




                                   KZH  CYPRESSTREE-1  LLC


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



                                 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




                             ACKNOWLEDGMENT AND CONSENT


     Each of the undersigned hereby consents to the foregoing Consent 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:


                                   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: