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                                                                  EXHIBIT 10(C)

                           [Letterhead of M-TIN, LLC]

                                 April 4, 2002

Mr. James W. Truitt
Vice President and Chief Financial Officer
Martin Industries, Inc.
Post Office Box 128
Florence, Alabama 35631

         Re:      Proposed Loan from M-TIN, LLC

Dear Mr. Truitt:

                  The purpose of this letter to establish the terms pursuant to
which M-TIN, LLC (the "Company") will provide financing to Martin Industries,
Inc. ("Martin"). Our agreement to provide financing is as follows:

         A.       The Company will provide a term loan in the principal amount
                  of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
                  ($1,500,000.00) (the "Term Loan") to Martin pursuant to the
                  execution and delivery by Martin of a promissory note payable
                  to the order of the Company in substantially the form as
                  attached hereto as Exhibit A (the "Note"). The Note shall be
                  for a term of six (6) months with the option for Martin to
                  extend the term for an additional six (6) months from the
                  date of original termination upon the giving of thirty (30)
                  days prior notice to the Company and the payment by Martin of
                  an extension fee equal to five percent (5%) of the principal
                  amount under the Note.

         B.       The Term Loan shall be secured by a first mortgage (the
                  "Mortgage") on the real property of Martin located in
                  Colbert, Lauderdale and Limestone Counties in the State of
                  Alabama (the "Mortgaged Property"). The mortgage shall be in
                  substantially the form of the mortgage attached hereto as
                  Exhibit B.

         C.       The Note shall be due and payable in full upon the sale of
                  all or substantially all of the assets of Martin or in the
                  event Martin sells a sufficient amount of its capital stock
                  (whether by tender offer, original issuance, or a single or
                  series of related stock purchase and sale agreements and/or
                  transactions) sufficient to confer on the purchaser or
                  purchasers thereof (whether individually or in a group) the
                  ability to elect a majority of Martin's Board of Directors or
                  is party to a merger, consolidation or combination, other
                  than any merger, consolidation or combination that would
                  result in the holders of the voting securities of Martin
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving entity) more than 50% of
                  the combined voting power of the voting securities of Martin
                  (or such surviving entity) outstanding immediately after such
                  merger, consolidation or combination.

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Martin Industries, Inc.
April 4, 2002
Page 2 of 2


         D.       The rate of interest payable on the Note shall be TWELVE
                  PERCENT (12%) per annum. Interest will be payable monthly.
                  Principal will be payable in full upon the termination of the
                  Note.

         E.       Upon the funding of the loan contemplated hereby (the
                  "Closing"), Martin will pay to the Company a fee equal to the
                  greater amount of (i) SEVENTY FIVE THOUSAND AND NO/100
                  DOLLARS ($75,000.00), or (ii) FIVE PERCENT (5%) of the amount
                  funded under the Note. [Payable 2/3 ($50,000.00) at closing
                  and 1/3 ($25,000.00) in thirty days from closing.]

         F.       Upon the payment of the principal and interest outstanding on
                  the Note, Martin shall pay to the Company a retirement fee
                  equal to THREE PERCENT (3%) of the principal amount
                  outstanding under the Note at the time of its repayment.

         G.       Martin hereby represents and warrants to the Company that no
                  material changes in the environmental condition in the
                  Mortgaged Property have occurred since the Phase I
                  environmental audits dated __________, 2001 (the
                  "Environmental Audits"), copies of which have been provided
                  to the Company. If requested by the Company, Martin shall
                  cause to be prepared and delivered to the Company updated
                  Phase I environmental audits with respect to the Mortgaged
                  Property. Martin shall indemnify and hold the Company
                  harmless from any liability arising out of environmental
                  conditions which have arisen since the Environmental Audits.

         H.       Within thirty (30) days following the funding of the Note,
                  Martin shall provide to the Company a mortgagee's title
                  policy, in form and content satisfactory to the Company in
                  its reasonable discretion, insuring the Company's lien under
                  the Mortgage.

         I.       Martin agrees to pay the attorney fees and other fees
                  (including normal filing fees) incurred in connection with
                  this financing transaction.

         If you are in agreement with the terms contained herein, please sign
one copy of this letter agreement and return it to me.



                                       Very truly yours,



                                       /s/ JOHN L. DUNCAN

                                       John L. Duncan
                                       As Member of
                                       M-TIN, LLC

ACCEPTED AND AGREED TO BY:

                MARTIN INDUSTRIES, INC.



By:   /s/ JAMES W. TRUITT
   -------------------------
        James W. Truitt
    Its Vice President and
    Chief Financial Officer