<PAGE>   1
                                                                    EXHIBIT 10.2

                           REVOLVING PROMISSORY NOTE
                                 (this "Note")

U.S. $8,000,000.00                                                 April 1, 1999

FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INCORPORATED (the "Maker"), a Texas
corporation, promises to pay to the order of CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the
"Bank") on or before April 1, 2002 (the "Termination Date"), at its banking
house at 712 Main Street, Houston, Harris County, Texas, or at such other
location as the Bank may designate, in lawful money of the United States of
America, the lesser of: (i) the principal sum of EIGHT MILLION AND NO 100THS
DOLLARS (U.S. $8,000,000.00) or (ii) the aggregate unpaid principal amount of
all loans made by the Bank hereunder (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 the Bank and the Maker with respect to such Loan
(the "Maturity Date"). In no event shall any Maturity Date fall on a date after
the Termination Date. SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THE MAKER MAY
BORROW, REPAY AND REBORROW HEREUNDER AND THERE IS NO LIMITATION ON THE NUMBER OF
LOANS MADE HEREUNDER SO LONG AS THE TOTAL UNPAID PRINCIPAL AMOUNT AT ANYTIME
OUTSTANDING DOES NOT EXCEED THE MAXIMUM LOAN TOTAL (AS HEREINAFTER DEFINED).

The Loans may be either CD Rate Loans (as hereinafter defined), Prime Rate Loans
(as hereinafter defined) or Eurodollar Loans (as hereinafter defined).

The Maker shall pay interest on each Prime Rate Loan for the Interest Period (as
hereinafter defined) with respect thereto at a rate per annum equal to the
lesser of: (i) the Prime Rate (as hereinafter defined) in effect from time to
time (the "Effective Prime Rate"); or (ii) the Highest Lawful Rate (as
hereinafter defined), which interest shall be due and payable on the last day of
each calendar quarter and on the last day of each Interest Period.

The Maker shall pay interest on each CD Rate Loan for the Interest Period with
respect thereto at a rate per annum equal to the lesser of: (i) the CD Rate (as
hereinafter defined) for such Interest Period plus one and one half of one
percent (1.50%) (the "Effective CD Rate"); or (ii) the Highest Lawful Rate,
which interest shall be due and payable on the last day of each such Interest
Period, and if such Interest Period has a duration exceeding ninety days, on
each ninetieth day during such Interest Period.

The Maker shall pay interest on each Eurodollar Loan for the Interest Period
with respect thereto on the unpaid principal amount thereof at a rate per annum
equal to the lesser of: (i) the Eurodollar Rate (as hereinafter defined) plus
one and one half of one percent 1.50%) (the "Effective Eurodollar Rate"); or
(ii) the Highest Lawful Rate, which interest shall be due and payable on the
last day of each such Interest Period, and if such Interest Period has a
duration exceeding three months, on the last day of each third month during such
Interest Period.

Any amount not paid when due with respect to principal (whether at Maturity
Date, by acceleration or otherwise), costs, expenses, and to the extent
permitted by applicable law, interest, shall bear interest at a rate per annum
equal to the lesser of: (i) the Prime Rate in effect from time to time; or (ii)
the Highest Lawful Rate, which interest shall be due and payable on demand. The
principal of any Loan shall be deemed past due if not paid on or before the
Maturity Date or any earlier maturity date resulting from acceleration in
accordance with the terms of this Note or as provided by law or otherwise.
Interest accrued and unpaid with respect to any Loan shall be deemed past due if
not paid on or before the applicable interest payment due date as provided for
herein.

Notwithstanding the foregoing, 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
Lawful 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, Effective CD Rate or Effective Eurodollar Rate, whichever
is applicable, had at all times been in effect.

Each Loan shall be in an amount not less than $10,000.00 and an integral
multiple of $10,000.00. Interest with respect to Prime Rate Loans shall be
calculated on the basis of a 365 day year or 366 day year, as the case may be,
for the actual number of days elapsed. Interest with respect to CD Rate Loans
and Eurodollar Loans shall be calculated on the basis of a 360 day year for the
actual days elapsed, unless such calculation would result in a usurious interest
rate, in which case such interest shall be calculated on the basis of a 365 day
or 366 day year, as the case may be.

The following terms shall have the respective meanings indicated:

                  "Assessment Rate" means, for any date, the annual rate
         (rounded upwards, if not already a whole multiple of 1/16 of 1%, to the
         next higher 1/16 of 1%) most recently estimated by the Bank as the then
         current net annual assessment rate that will be employed in determining
         amounts payable by the Bank to the Federal Deposit Insurance
         Corporation for insurance by the Corporation of time deposits made in
         dollars at its domestic offices.

                  "Board" shall mean the Board of Governors of the Federal
         Reserve System of the United States.

                  "Borrowing Date" means any Business Day on which the Bank
         shall make a Loan hereunder.

                  "Business Day" means a day: (i) on which the Bank and
         commercial banks in New York City are generally open for business; and
         (ii) with respect to Eurodollar Loans, on which dealings in United
         States

                               Page 1 of 5 Pages

<PAGE>   2
Revolving Promissory Note
FRIEDMAN INDUSTRIES, INCORPORATED
April 1, 1999


         Dollar deposits are carried out in the Eurodollar interbank markets.

                  "CD Rate" for any Interest Period means, for each CD Rate
         Loan, an interest rate per annum determined by the Bank to be the sum
         of: (a) the rate per annum obtained by dividing: (i) the consensus bid
         rate obtained from certificate of deposit dealers of recognized
         standing selected by the Bank for the purchase at face value of
         certificates of deposit of the Bank in an amount approximately equal
         to the Bank's CD Rate Loan during such Interest Period and with a
         maturity equal to such Interest Period at 9:00 a.m. (Houston, Texas
         time) (or as soon thereafter as practicable) on the first day of such
         Interest Period, by (ii) Statutory Reserves; PLUS (b) the Assessment
         Rate.

                  "CD Rate Loan" means a Loan which bears interest at a rate
         determined by reference to the CD Rate.

                  "Eurodollar Lending Office" means the office of the Bank
         located at 712 Main Street, Houston, Texas, or such other office of
         the Bank as the Bank may from time to time specify to the Maker.

                  "Eurodollar Loan" means a Loan which bears interest at a rate
         determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means, for each Eurodollar Loan, an
         interest rate per annum determined by the Bank by dividing: (i) the
         rate per annum determined by the Bank at or before 10:00 a.m.
         (Houston, Texas time) (or as soon thereafter as practicable) two
         Business Days before the first day of such Interest Period to be the
         rate per annum at which deposits of dollars are offered to the Bank by
         prime banks in whatever Eurodollar interbank market may be selected by
         the Bank in its sole discretion, acting in good faith, at the time of
         determination and in accordance with the usual practice in such market
         for delivery on the first day of such Interest Period in immediately
         available funds and for a period equal to such Interest Period and in
         an amount substantially equal to the amount of the Bank's Eurodollar
         Loan during such Interest Period; by (ii) Statutory Reserves.

                  "Highest Lawful Rate" as used herein shall mean the maximum
         nonusurious interest rate permitted from time to time to be contracted
         for, taken, reserved, charged or received on any Loan under applicable
         federal or Texas laws, whichever permits the higher lawful rate;
         provided, however, that in the event: (i) such maximum nonusurious
         interest rate shall, at any time or times during the term of a Loan
         evidenced hereby, be reduced to a rate less than the maximum
         nonusurious rate in effect on the date of such Loan; and (ii)
         applicable law permits contracting for, taking, reserving, charging,
         and receiving on such Loan throughout the duration thereof the maximum
         nonusurious rate in effect on the date such Loan was made, then and at
         all such times the Highest Lawful Rate shall be the maximum nonusurious
         rate permitted to be contracted for, taken, reserved, charged or
         received on such Loan under applicable law in effect on the date of
         such Loan. At all such times, if any, as Texas law shall establish the
         Highest Lawful Rate, the Highest Lawful Rate shall be the "indicated
         rate ceiling" (as defined in the Texas Finance Code) from time to time
         in effect.

                  "Interest Period" means, with respect to any Loan, 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 selected by the
               Maker; and

         (b)   in the case of a CD Rate Loan, 30, 60 or 90 days; and

         (c)   in the case of a Eurodollar Loan, 1, 2 or 3 months;

         in each case as selected by the Maker and agreed to by the Bank. The
         Maker's choice of Interest Period is also 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 Eurodollar 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).


                               Page 2 of 5 Pages


<PAGE>   3
Revolving Promissory Note
FRIEDMAN INDUSTRIES, INCORPORATED
April 1, 1999

                  "Maximum Loan Total" shall mean $8,000,000.00.

                  "Prime Rate" shall mean the rate of interest per annum
         determined from time to time by the Bank as its prime rate in effect at
         its principal office in Houston, Texas and thereafter entered in the
         minutes of its Loan and Discount Committee; each change in the Prime
         Rate shall be effective on the date such change is determined; without
         special notice to the Maker or any other person or entity. THE PRIME
         RATE IS A REFERENCE RATE AND DOES NOT NECESSARILY REPRESENT THE LOWEST
         OR BEST RATE ACTUALLY CHARGED TO ANY CUSTOMER AND ANY STATEMENT,
         REPRESENTATION OR WARRANTY IN THAT REGARD OR TO THAT EFFECT IS
         EXPRESSLY DISCLAIMED BY THE BANK THE BANK. MAY MAKE LOANS AT RATES OF
         INTEREST AT, ABOVE OR BELOW THE PRIME RATE.

                  "Prime Rate Loan" means a Loan which bears interest at a rate
         determined by reference to the Prime Rate.

                  "Statutory Reserves" shall mean 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 the Bank is
         subject: (a) with respect to the CD Rate, for new negotiable time
         deposits in dollars of over $100,000 with maturities approximately
         equal to the applicable Interest Period; and (b) with respect to the
         Eurodollar 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. Eurodollar 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.

The unpaid principal balance of this Note at any time shall be the total of all
Loans made by the Bank to or for the benefit of the Maker, less the amount of
all payments of principal made hereon by or for the account of the Maker. The
Bank's records shall serve as presumptive evidence of any and all amounts
outstanding hereunder.

Any Loan which the Bank makes hereunder shall be made on the Maker's irrevocable
notice, given not later than 10:00 A.M. (Houston, Texas time) on, in the case of
Eurodollar Loans, the third Business Day prior to the proposed Borrowing Date
or, in the case of Prime Rate Loans or CD Rate Loans, the first Business Day
prior to the proposed Borrowing Date, from the Maker to the Bank. Each such
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 of
such Loan; (ii) the proposed Borrowing Date; (iii) whether the requested Loan is
to be a Prime Rate Loan, CD Rate Loan or Eurodollar Loan; and (iv) the Interest
Period for such Loan. If any Notice of Requested Borrowing shall be oral, the
Maker shall deliver to the Bank prior to the Borrowing Date a confirmatory
written Notice of Requested Borrowing.

If at any time the 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 it is unlawful, for
the Bank or its foreign branch or branches to maintain or fund any Loan by means
of dollar deposits obtained in any Eurodollar interbank market (any of the above
being described as a "Eurodollar Event"), then, at the option of the Bank, the
aggregate principal amount of the Bank's Eurodollar Loans then outstanding,
which Loans are directly affected by such Eurodollar Event, shall be prepaid by
the Maker. Upon the occurrence of any Eurodollar Event, and at any time
thereafter so long as such Eurodollar Event shall continue, the Bank may
exercise its aforesaid option by giving written notice thereof to the Maker.

Any prepayment of any Eurodollar Loan which is required under the preceding
paragraph shall be made, together with accrued and unpaid interest and all other
amounts payable to the Bank under this Note with respect to such prepaid
Eurodollar Loan on the date stated in the notice to the Maker referred to above,
which date ("required prepayment date") shall be not less than 15 days from the
date of such notice. If any Eurodollar Loan is required to be prepaid under the
preceding paragraph, the Bank shall make on the required prepayment date a Prime
Rate Loan in the same principal amount and with an Interest Period ending on the
same day as the Eurodollar Loan so prepaid.

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 of Governors of the Federal Reserve System) 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 such Loan (excluding those for which the Bank is fully
               compensated pursuant to adjustments made in the definition of the
               CD Rate) or against assets of, deposits with or for the account
               of, or credit extended or committed by, the Bank; or

         (b)   imposes on the 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 the Bank of
agreeing to make, funding or maintaining any

                               Page 3 of 5 Pages

<PAGE>   4
Revolving Promissory Note
FRIEDMAN INDUSTRIES, INCORPORATED
April 1, 1999


such Loan or to reduce the amount of any sum receivable by the Bank in respect
of any such Loan, then the Bank may notify the Maker in writing of the
happening of such event and the Maker shall upon demand pay to the Bank such
additional amounts as will compensate the Bank for such costs. Without
prejudice to the survival of any other agreement of the Maker under this Note,
the obligations of the Maker under this paragraph shall survive the termination
of this Note.

The Maker may on any Business Day prepay the outstanding principal amount of
any Prime Rate Loan, in whole or in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid. Partial prepayments
shall be in an aggregate principal amount of $10,000.00 or a greater integral
multiple of $10,000.00. Except as specified in this paragraph, the Maker shall
have no right to prepay any Loan.

The Maker will indemnify the Bank against, and reimburse the Bank on demand for,
any loss, cost or expense incurred or sustained by the Bank (including without
limitation any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by the Bank to fund or maintain
Loans bearing interest at the CD Rate or the Eurodollar Rate) as a result of:
(a) any payment or prepayment (whether permitted by the Bank or required
hereunder or otherwise) of all or a portion of any Eurodollar Loan or CD Rate
Loan on a day other than Maturity Date of such Loan; (b) any payment or
prepayment, whether required hereunder or otherwise, of any Eurodollar Loan or
CD Rate 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
Eurodollar Loan or CD Rate Loan to be made by the Bank due to any action or
inaction of the Maker. For purposes of this paragraph, funding losses arising by
reason of liquidation or reemployment of deposits or other funds acquired by the
Bank to fund or maintain Loans bearing interest at the CD Rate or Eurodollar A
Rate shall be calculated as the remainder obtained by subtracting: (i) the yield
(reflecting both stated interest rate and discount, if any) to maturity of
obligations of the United States Treasury in an amount equal or comparable to
such Loan for the period of time commencing on the date of the payment,
prepayment or change of rate as provided above and ending on the last day of the
subject Interest Period; from (ii) the interest payable at the CD Rate or
Eurodollar Rate for the period commencing on the date of such payment,
prepayment or change of rate and ending on the last day of such Interest Period.
Such funding losses and other costs and expenses shall be calculated and billed
by the Bank and such bill shall, as to the costs incurred, be conclusive absent
manifest error.

If after the date of this Note, the Bank shall have determined that the adoption
of any applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Bank with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the Bank's capital as a
consequence of making any Loans hereunder to a level below that which the Bank
could have achieved but for such adoption, change or compliance (taking into
consideration the Bank's policies with respect to capital adequacy) by an amount
deemed by the Bank in good faith to be material, then from time to time, the
Maker shall pay to the Bank such additional amount or amounts as will compensate
the Bank for such reduction.

A certificate of the Bank setting forth such amount or amounts as shall be
necessary to compensate the Bank as specified in the immediately preceding
paragraphs above shall be delivered as soon as practicable to the Maker and
shall be conclusive and binding, absent manifest error. The Maker shall pay the
Bank the amount shown as due on any such certificate within 15 days after Bank
delivers such certificate. In preparing such certificate, the Bank may employ
such assumptions and allocations of costs and expenses as it shall in good faith
deem reasonable and may use any reasonable averaging and attribution method.

If any payment of interest or principal herein provided for is not paid when
due then the owner or holder of this Note may at its option, by notice to the
Maker, declare the unpaid principal balance of all Loans, all accrued and
unpaid interest thereon and all other amounts payable under this Note to be
forthwith due and payable, whereupon the Loans, all such interest and all such
amounts shall become and be forthwith due and payable in full, without
presentment, demand, protest, notice of intent to accelerate, notice of actual
acceleration or further notice of any kind, all of which are hereby expressly
waived by the Maker.

If default is made in the payment of this Note and it is placed in the hands
of an attorney for collection, or collected through probate or bankruptcy
proceedings, or if suit is brought on the same, the Maker agrees to pay
attorneys' fees and all costs and expenses.

This Note (i) is issued by the Maker to evidence revolving Loans outstanding
from time to time not to exceed in the aggregate the Maximum Loan Total; (ii)
is the revolving Note as defined in Section 1.1 of that certain Amended and
Restated Letter Agreement dated as of April 1, 1995, as may be amended from
time to time, executed by and between the Maker and the Bank and delivered to
the Bank (the "Letter Agreement"); and (iii) is subject to and accorded all the
rights and protections under the terms and conditions of the Letter Agreement.

The Maker warrants and represents to the Bank, and to all other owners and/or
holders of any indebtedness evidenced hereby, that all Loans evidenced by this
Note are for business, commercial, investment or other similar purpose and not
primarily for personal, family, household or agricultural use, as such terms
are used in the Texas Finance Code.

The Maker warrants and represents to the Bank and to a other owners or holders
of this Note that no Loans shall be used for the purchase or carrying of any
"margin stock" within the meaning of Regulation "U" of the Board of


                               Page 4 of 5 Pages


<PAGE>   5
Revolving Promissory Note
FRIEDMAN INDUSTRIES, INCORPORATED
April 1, 1999


Governors of the Federal Reserve System, 12 C.F.R. Part 221, as in effect on
the date hereof.

Except as otherwise specified in this Note, the Maker and any and all co-makers,
endorsers, guarantors and sureties hereby severally waive grace, presentment,
demand, notice of default, notice of intent to accelerate, notice of
acceleration, and all other demands and notices of any nature or type
whatsoever, in connection with the delivery, acceptance, performance, default,
dishonor or enforcement of, or entry of judgment in connection with this Note,
and further waive the filing of suit hereon for the purpose of fixing
liability.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS
NOTE SHALL BE PERFORMABLE FOR ALL PURPOSES IN HARRIS COUNTY, TEXAS, AND THE
MAKER AND THE BANK AGREE THAT HARRIS COUNTY, TEXAS IS PROPER VENUE FOR ANY
ACTION OR PROCEEDING BROUGHT BY THE MAKER OR THE BANK, WHETHER IN CONTRACT,
TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING AGAINST THE MAKER MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT IN HARRIS COUNTY, TEXAS. THE MAKER 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. THE MAKER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED BELOW.

The Maker and the Bank expressly agree, pursuant to Chapter 346 of the Texas
Finance Code, that Chapter 346 shall not apply to this Note or to any Loan and
that this Note and all such Loans shall not be governed by or subject to the
provisions of Chapter 346 in any manner whatsoever.

It is the intention of the Maker and the Bank to comply with usury laws in force
in the State of Texas and in the United States of America as applicable.
Anything in this Note to the contrary notwithstanding, the Maker shall never be
required to pay unearned interest on this Note and shall never be required to
pay interest on this Note at a rate in excess of the Highest Lawful Rate, and if
the effective rate of interest which would otherwise be payable under this Note
would exceed the Highest Lawful Rate, or if the holder of die Note shall receive
any unearned interest or shall receive monies that are deemed to constitute
interest which would increase the effective rate of interest payable under this
Note to a rate in excess of the Highest Lawful Rate, then: (i) the amount of
interest which would otherwise be payable under this Note shall be reduced to
the amount allowed under applicable law; and (ii) any unearned interest paid by
the Maker or any interest paid by the Maker in excess of the Highest Lawful Rate
shall, at the option of the holder of this Note, be either refunded to the Maker
or credited on the principal of this Note. It is further agreed that, without
limitation of the foregoing, all calculations of the rate of interest contracted
for, charged or received by the Bank or any holder of this Note that are made
for the purpose of determining whether such rate exceeds the Highest Lawful Rate
shall be made, to the extent permitted by usury laws applicable to the Bank (now
or hereafter enacted), by amortizing, prorating and spreading in equal parts
during the period of the full stated term of the Loans evidenced by this Note
all interest at any time contracted for, charged or received by the Bank in
connection therewith.

The Bank reserves the right in its sole discretion without notice to the Maker,
to sell participations or assign its interest, or both in all or part of the
Loans, the Note, or the Line of Credit.

         THIS NOTE AND THE OTHER 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, the Maker has executed this Note effective the day, month
and year first aforesaid.

MAKER: FRIEDMAN INDUSTRIES, INCORPORATED

By: /s/ BEN HARPER
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Name: BEN HARPER
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Title: SENIOR VICE PRESIDENT - FINANCE
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Acknowledged for purposes of
notice pursuant to the above
cited statute by:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION


By: /s/ KEVIN K. RECH
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Name: KEVIN K. RECH
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Title: VP
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                               Page 5 of 5 Pages