##### 



EXHIBIT 10.2

REVOLVING PROMISSORY NOTE
(this Note)

|                   |  |                       
|------------------ |  | ----------------------
|U.S. $6,000,000.00 |  | April 1, 2003 (Date)

FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation,
promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE
MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its
banking house at 712 Main Street, P.O. Box 2558, Houston, Texas, or at such other
location as Bank may designate, in lawful money of the United States of America, the
lesser of: (i) the principal sum of SIX MILLION AND NO/100THS UNITED STATES DOLLARS (U.S.
$6,000,000.00 or (ii) the aggregate unpaid principal amount of all loans made by Bank
(each such loan being a Loan), which may be outstanding on the Termination Date. Each
Loan shall be due and payable on the maturity date agreed to by Bank and Borrower with
respect to such Loan (the Maturity Date). In no event shall any Maturity Date fall
on a date after the Termination Date. This Note is the Revolving Note referenced in
Section 1.1 of the Letter Agreement (as defined below). Capitalized terms used but not
otherwise defined in this Note shall have the same meanings here as assigned to them
in the Letter Agreement. Subject to the terms and conditions of this Note and the Letter Agreement,
Borrower may borrow, repay and reborrow all or any part of the credit provided for herein
at any time before the Termination Date, there being no limitation on the number of Loans
made so long as the total unpaid principal amount at any time outstanding does not exceed
the Commitment.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Adjusted LIBOR Rate means a per annum interest rate determined by Bank by dividing: (i)
the LIBOR Rate by (ii) Statutory Reserves provided that Statutory Reserves is greater than
zero, otherwise Adjusted LIBOR Rate means a per annum interest rate equal to the Libor Rate.
LIBOR Rate means with respect to any LIBOR Loan for any Interest Period the interest rate
determined by Bank by reference to Page 3756 of the Dow Jones Market Service (or on any
successor or substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on such page of
such service, as determined by Bank from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market) to be the
rate at approximately 11:30 a.m. London time, two Business Days prior to the commencement of
such Interest Period for the offering by Banks London office, of dollar deposits in an
amount comparable to such LIBOR Loan with a maturity comparable to such Interest Period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Board means the Board of Governors of the Federal Reserve System of the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Borrowing Date means any Business Day on which Bank shall make or continue a Loan hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Business Day means a day: (i) on which Bank and commercial banks in New York City are
generally open for business; and (ii) with respect to LIBOR Loans, on which dealings in
United States Dollar deposits are carried out in the London interbank market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Highest Lawful Rate means the maximum nonusurious rate of interest from time to time permitted
by applicable law. To the extent that Texas law determines the Highest Lawful Rate, the Highest
Lawful Rate is the weekly rate ceiling as defined in the Texas Finance Code Chapter 303. Bank may
from time to time, as to current and future balances, elect and implement any other ceiling under
such statutes and/or revise the index, formula or provisions of law used to compute the rate on
this open-end account by notice to Borrower, if and to the extent permitted by, and in the manner
provided in applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Interest Period means the period commencing on the Borrowing Date and ending on the Maturity Date,
consistent with the following provisions. The duration of each Interest Period shall be: (a) in the
case of a Prime Rate Loan, a period of up to the Termination Date unless any portion thereof is
converted to a LIBOR Loan hereunder,; and (b) in the case of a LIBOR Loan, a period of up to one, two or three months; in each case as selected by Borrower and agreed to by Bank. Borrowers choice of Interest Period is
subject to the following limitations: (i) No Interest Period shall end on a date after the Termination
Date; and (ii) If the last day of an Interest Period would be a day other than a Business Day, the Interest Period shall end on the next succeeding Business Day (unless the Interest Period relates to a LIBOR Loan and the next succeeding Business Day is in a different calendar month
than the day on which the Interest Period would otherwise end, in which case the Interest Period
shall end on the next preceding Business Day).                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Letter Agreement means the Amended and Restated Letter Agreement dated as of April 1, 1995, by
and between Borrower and Bank, as amended by a First Amendment dated as of April 1, 1997, a Second
Amendment dated as of July 21, 1997, a Third Amendment dated as of April 1, 1999, a Fourth Amendment
dated as of June 1, 2001, a Fifth Amendment dated as of April 1, 2003, and as it may be further
amended from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|LIBOR Loan means a Loan which bears interest at a rate determined by reference to the Adjusted
LIBOR Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Loan Documents means this Note, the Letter Agreement and any other document or instrument
evidencing, securing, guaranteeing or given in connection with this Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Obligations means all principal, interest and other amounts which are or become owing under this
Note or any other Loan Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Obligor means Borrower and any guarantor, surety, co-signer, general partner or other person who
may now or hereafter be obligated to pay all or any part of the Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Prime Rate means the rate determined from time to time by Bank as its prime rate. The Prime Rate
shall change automatically from time to time without notice to Borrower or any other person. THE PRIME
RATE IS A REFERENCE RATE AND MAY NOT BE BANKS LOWEST RATE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Prime Rate Loan means a Loan which bears interest at a rate determined by reference to the Prime
Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Statutory Reserves means the difference (expressed as a decimal) of the number one minus the
aggregate of the maximum reserve percentages (including, without limitation, any marginal, special,
emergency, or supplemental reserves) expressed as a decimal established by the Board and any other
banking authority to which Bank is subject to, with respect to the LIBOR Rate, for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Such reserve percentages shall include,
without limitation, those imposed under such Regulation D. LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for
proration, exceptions or offsets which may be available from time to time to any bank under such
Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date
of any change in any reserve percentage.                                                                                                                                      

Loans may be either Prime Rate Loans or LIBOR Loans. Borrower shall pay interest on the
unpaid principal amount of each Prime Rate Loan at a rate per annum equal to the lesser of: (i)
the Prime Rate in effect from time to time (the Effective Prime Rate); or (ii) the Highest Lawful
Rate. Accrued interest on each Prime Rate Loan is due and payable monthly during the term of this
Note, commencing May 1, 2003, on the same day of each month thereafter and on the Termination Date.
Borrower shall pay interest on the unpaid principal amount of each LIBOR Loan for the Interest
Period with respect thereto at a rate per annum equal to the lesser of: (i) the Adjusted LIBOR
Rate plus one and one-half percent (1.50%) (the Effective LIBOR Rate); or (ii) the Highest Lawful
Rate. Accrued interest on each LIBOR Loan is due on the last day of each Interest Period applicable
thereto on any prepayment (on the amount prepaid), and on the Termination Date.

If at any time the effective rate of interest which would otherwise be payable on any Loan
evidenced by this Note exceeds the Highest Lawful Rate, the rate of interest to accrue on the unpaid
principal balance of such Loan during all such times shall be limited to the Highest Rate, but any
subsequent reductions in such interest rate shall not become effective to reduce such interest rate
below the Highest Lawful Rate until the total amount of interest accrued on the unpaid principal
balance of such Loan equals the total amount of interest which would have accrued if the Effective
Prime Rate, or Effective LIBOR Rate, whichever is applicable, had at all times been in effect.

Each LIBOR Loan shall be in an amount not less than $10,000.00 and an integral multiple of
$10,000.00. Each Prime Rate Loan shall be in an amount not less than $10,000.00 and an integral
multiple of $10,000.00. Interest on each Prime Rate Loan shall be computed on the basis of the actual
number of days elapsed and a year comprised of 365 or 366 days, as the case may be. Interest on
each LIBOR Loan shall be computed on the basis of the actual number of days elapsed and a year comprised
of 360 days,

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unless such calculation would result in a usurious interest rate, in which case
such interest shall be calculated on the basis of a 365 or 366 day year, as the
case may be.

The unpaid principal balance of this Note at any time will be the total
amounts advanced by Bank, less the amount of all payments or prepayments of
principal. Absent manifest error, the records of Bank will be conclusive as to
amounts owed.

Loans shall be made on Borrowers irrevocable notice to Bank, given not
later than 10:00 A.M. (Houston time) on, in the case of LIBOR Loans, the third
Business Day prior to the proposed Borrowing Date or, in the case of Prime Rate
Loans, the first Business Day prior to the proposed Borrowing Date. Each notice
of a requested borrowing (a Notice of Requested Borrowing) under this
paragraph may be oral or written, and shall specify: (i) the requested amount;
(ii) proposed Borrowing Date; (iii) whether the requested Loan is to be a Prime
Rate Loan or LIBOR Loan; and (iv) Interest Period for the LIBOR Loan. If any
Notice of Requested Borrowing shall be oral, Borrower shall deliver to Bank
prior to the Borrowing Date a confirmatory written Notice of Requested
Borrowing.

Borrower may on any Business Day prepay the outstanding principal amount
of any Prime Rate Loan, in whole or in part. Partial prepayment shall be in an
aggregate principal amount of $10,000.00 or a greater integral multiple of
$10,000.00. Borrower shall have no right to prepay any LIBOR Loan.

Provided than no Event of Default has occurred and is continuing,
Borrower may elect to continue all or any part of any LIBOR Loan beyond the
expiration of the then current Interest Period relating thereto by providing
Bank at least three Business Days written or telecopy notice of such election,
specifying the Loan or portion thereof to be continued and the Interest Period
therefor and whether it is to be a Prime Rate Loan or LIBOR Loan provided that
any continuation as a LIBOR Loan shall not be less than $10,000.00 and shall be
in an integral multiple of $10,000.00. If an Event of Default shall have
occurred and be continuing, the Borrower shall not have the option to elect to
continue any such LIBOR Loan or to convert Prime Rate Loans into LIBOR Loans.
Provided that no Event of Default has occurred and is continuing, Borrower may
elect to convert any Prime Rate Loan at any time or from time to time to a LIBOR
Loan by providing Bank at least three Business Days written or telecopy notice
of such election, specifying each Interest Period therefor. Any conversion of
Prime Rate Loans shall not result in a borrowing of LIBOR Loans in an amount
less that $10,000.00 and in integral multiples of $10,000.00.

If at any time Bank determines in good faith (which determination shall
be conclusive) that any change in any applicable law, rule or regulation or in
the interpretation, application or administration thereof makes it unlawful, or
any central bank or other governmental authority asserts that is it unlawful, for
Bank or its foregoing branch to maintain any LIBOR Loan by means of dollar
deposits obtained in the London interbank market (any of the above being
described as a LIBOR Event) then, at the option of Bank, the aggregate
principal amount of all LIBOR Loans outstanding shall be prepaid; however the
prepayment may be made at the sole option of the Bank with a Prime Rate Loan.
Upon the occurrence of any LIBOR Event, and at any time thereafter so long as
such LIBOR Event shall continue, the Bank may exercise its aforesaid option by
giving written notice therefor to Borrower.

If Bank determines after the date of this Note that any change in
applicable laws, rules or regulations regarding capital adequacy, or any change
in the interpretation or administration thereof by any appropriate governmental
agency, or compliance with any request or directive to Bank regarding capital
adequacy (whether or not having the force of law) of any such agency, increases
the capital required to be maintained with respect to any Loan and therefore
reduces the rate of return on Banks capital below the level Bank could have
achieved but for such change or compliance (taking into consideration Banks
policies with respect to capital adequacy), then Borrower will pay Bank from
time to time, within 15 days of Banks request, any additional amount required to
compensate Bank for such reduction. Bank will request any additional amount by
delivering to Borrower a certificate of Bank setting forth the amount necessary
to compensate Bank. The certificate will be conclusive and binding, absent
manifest error. Bank may make any assumptions, and may use any allocations of
costs and expenses and any averaging and attribution methods, which Bank in good
faith finds reasonable.

If any domestic or foreign law, treaty, rule or regulation (whether now
in effect or hereinafter enacted or promulgated, including Regulation D of the
Board) or any interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof (whether or
not having the force of law): (a) changes, imposes, modifies, applies or deems
applicable any reserve, special deposit or similar requirements in respect of
any Loan or against assets of, deposits with or for the account of, or credit
extended or committed by, Bank; or (b) imposes on Bank or the interbank
eurocurrency deposit and transfer market or the market for domestic bank
certificates or deposit any other condition affecting any such Loan; and the
result of any of the foregoing is to impose a cost to Bank of agreeing to make,
funding or maintaining any such Loan or to reduce the amount of any sum
receivable by Bank in respect of any such Loan, then Bank may notify Borrower in
writing of the happening of such event and Borrower shall upon demand pay to
Bank such additional amounts as will compensate Bank for such costs as
determined by Bank. Without prejudice to the survival of any other agreement of
Borrower under this Note, the obligations of Borrower under this paragraph shall
survive the termination of this Note.

Borrower will indemnify Bank against, and reimburse Bank on demand for,
any loss, cost or expense incurred or sustained by Bank (including without
limitation any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by Bank to fund or maintain
LIBOR Loans) as a result of: (a) any payment or prepayment (whether permitted by
Bank or required hereunder or otherwise) of all or a portion of any LIBOR Loan
on a day other than the Maturity Date of such Loan; (b) any payment or
prepayment, whether required hereunder or otherwise, of any LIBOR Loan made after
the delivery of a Notice of Requested Borrowing but before the applicable
Borrowing Date if such payment or prepayment prevents the proposed Loan from
becoming fully effective; or (c) the failure of any LIBOR Loan to be made by
Bank due to any action or inaction of Borrower. Such funding losses and other
costs and expenses shall be calculated and billed by Bank and such bill shall, as
to the costs incurred, be conclusive absent manifest error.

All past-due principal and interest on this Note, will, at Banks
option, bear interest at the Highest Lawful Rate, or if applicable law does not
provide for a maximum nonusurious rate of interest, at a rate per annum equal
to the Prime Rate plus five percent (5%).

In addition to all principal and accrued interest on this Note, Borrower
agrees to pay: (a) all reasonable costs and expenses incurred by Bank and all
owners and holders of this Note in collecting this Note through probate, reorganization, bankruptcy or
any other proceeding; and (b) reasonable attorneys fees if
and when this Note is placed in the hands of an attorney for collection.

Borrower and Bank intend to confirm strictly to applicable usury law.
Therefore, the total amount of interest (as defined under applicable law)
contracted for, changed or collected under this Note will never exceed the
Highest Lawful Rate. If Bank contracts for, charges or receives any excess
interest, it will be deemed a mistake. Bank will automatically reform the
contract or charge to conform to applicable law, and if excess interest has been
received, Bank will either refund the excess to Borrower or credit the excess
on the unpaid principal amount of this Note. All amounts constituting interest
will be spread throughout the full term of this Note in determining whether
interest exceeds lawful amounts.

If any Event Default occurs under the Letter Agreement, then Bank may do
any or all of the following: (i) cease making Loans hereunder; (ii) declare the
Obligations to be immediately due and payable, without notice of acceleration or
of intention to accelerate, presentment and demand or protest or notice of any
kind, all of which are hereby expressly waived; and (iv) exercise any and all
other rights under the Loan Documents, at law, in equity or otherwise.

No waiver of any default is a waiver of any other default. Banks delay in
exercising any right or power under any Loan Document is not a waiver of such
right or power.

Each Obligor severally waives notice, demand, presentment for payment,
notice of nonpayment, notice of intent to accelerate, notice of acceleration,
protest, notice of protest, and the filing of suit and diligence in collecting
this Note and all other demands and notices, and consents and agrees that its
liabilities and obligations will not be released or discharged by any or all of
the following, whether with or without notice to it or any other Obligor, and
whether before or after the stated maturity hereof: (i) extensions of the time
of payment; (ii) renewals; (iii) acceptances of partial payments; (iv) releases
or substitutions of any collateral or any Obligor; and (v) failure, if any,
perfect or maintain perfection of any security interest in any collateral. Each
Obligor agrees

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that acceptance of any partial payment will not constitute a waiver and that waiver of any default will not
constitute waiver of any prior or subsequent default. Nothing in this Agreement is intended to waive or vary the duties of Bank or the
rights of any Obligor in violation of Section 9.602 of the Texas Business and Commerce Code.

Where appropriate the neuter gender includes the feminine and the masculine and the singular number includes the plural
number.

Borrower represents and agrees that all Loans evidenced by this Note are and will be for business, commercial, investment, agricultural
or other similar purpose and not primarily for personal, family, or household use. Borrower represents and agrees that the
following statement is true unless the box preceding that statement is checked and initialed by Borrower and Bank: o

No advances will be used for the purpose of purchasing or carrying any margin stock as that term is defined in
Regulation U of the Board.

Chapter 346 of the Finance Code (which regulates certain revolving loan accounts) shall not apply to this Note or to any
Loan evidenced by this Note.

This Note is governed by Texas law. If any provision of this Note is illegal or unenforceable, that illegality or
unenforceability will not affect the remaining provisions of this Note. BORROWER AND BANK AGREE THAT THE COUNTY
IN WHICH BANKS PRINCIPAL OFFICE IN TEXAS IS LOCATED IS PROPER VENUE FOR ANY ACTION OR
PROCEEDING BROUGHT BY BORROWER OR BANK, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING AGAINST BORROWER
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. TO THE EXTENT
PERMITTED BY APPLICABLE LAW BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND
(B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY
SUCH COURT IS AN INCONVENIENT FORUM. BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED BELOW. BANK MAY SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW AND MAY BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER PROPER
JURISDICTIONS OR VENUES.

JURY TRIAL WAIVER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THAT BORROWER OR BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY,
IN CONNECTION WITH THIS NOTE OR THE OBLIGATIONS. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF BANK
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS RIGHT TO JURY TRIAL
WAIVER. BORROWER ACKNOWLEDGES THAT BANK HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF
THIS WAIVER.

For purposes of this Note, any assignee or subsequent holder of this Note will be considered the Bank, and each successor to Borrower
will be considered the Borrower.

Borrower represents that it is duly organized and validly existing and in good standing under the laws of the state of
its incorporation or organization; has full power to own its
properties and to carry on its business as now conducted; is duly
qualified to do business and
is on good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification
desirable; and has not commenced any dissolution proceedings. Each Borrower and cosigner that is subject to the Texas Revised Partnership Act
(TRPA) agrees that Bank is not required to comply with Section 3.05(d) of the TRPA and agrees that Bank may proceed directly
against one or more partners or their property without first seeking satisfaction from partnership property.
Each of the persons signing below as Borrower represents that he/she has full requisite power and authority to execute and deliver
this Note to Bank on behalf of the Borrower and to bind Borrower to the terms and conditions of this Note and that this Note is enforceable against Borrower.

NO COURSE OF DEALING BETWEEN BORROWER AND BANK, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF
ANY NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR ANY OTHER LOAN DOCUMENT.

THIS NOTE AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | IN WITNESS WHEREOF, Borrower has executed this Note effective the day, month and year first aforesaid.

| |                                   |  |                              
| | --------------------------------- |  | -----------------------------
| | FRIEDMAN INDUSTRIES, INCORPORATED
|
| | By:                               |  | /s/ BEN HARPER               
| |                                   |  |                              
| | Name:                             |  | Ben Harper                   
| |                                   |  |                              
| | Title:                            |  | Senior Vice President-Finance
| |                                   |  |                              

(Banks signature is provided as its acknowledgment of the above as the final written agreement between
the parties.)

|                    |  |                      | 
|------------------- |  | -------------------- | 
|JPMORGAN CHASE BANK | 
|                   
|By:                 |  | /s/ FAITH A. EDWARDS | 
|                    |  |                      | 
|                   
|Name:               |  | Faith A. Edwards     | 
|                    |  |                      | 
|                   
|Title:              |  | Vice President       | 
|                    |  |                      | 

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