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                                                                    Exhibit 4.13

                      CREDIT LINE DEED OF TRUST (TIN MILL)
                         (Hancock County, West Virginia)
          THIS INSTRUMENT SECURES AN OBLIGATION THAT MAY INCREASE AND
                           DECREASE FROM TIME TO TIME


                  THIS CREDIT LINE DEED OF TRUST ("DEED OF TRUST"), made as of
June 18, 2002, is made and executed by WEIRTON STEEL CORPORATION, a Delaware
corporation ("GRANTOR"), having its principal offices at 400 Three Springs
Drive, Weirton, West Virginia 26062, MARY CLARE EROS, being a resident of
Jefferson County, West Virginia, as Trustee ("TRUSTEE"), having a mailing
address as 217 West Burke Street, Martinsburg, West Virginia 25401, for the
benefit of FLEET CAPITAL CORPORATION ("FLEET"), a Rhode Island corporation with
an office at One South Wacker Drive, Suite 1400, Chicago, Illinois 60606, as
agent (Fleet in its capacity as agent being hereinafter referred to as "Agent")
for Lenders (as "LENDERS" is defined in the Loan and Security Agreement referred
to below).


                                    RECITALS

                  I. Pursuant to the terms of a certain Amended and Restated
Loan and Security Agreement of even date herewith (said Amended and Restated
Loan and Security Agreement, together with all amendments, supplements,
modifications and replacements thereof, being hereinafter referred to as the
"LOAN AGREEMENT") by and between Fleet, as a Lender and as Agent for all
Lenders, Foothill Capital Corporation, as a Lender and as Syndication Agent, The
CIT Group/Business Credit, Inc., as a Lender and as a Documentation Agent, GMAC
Business Credit, LLC, as a Lender and as a Documentation Agent, and such other
Lenders as are or may become party to the Loan Agreement and Grantor, Agent and
Lenders have agreed to make loans to Grantor and extend other financial
accommodations to Grantor in an aggregate principal amount of $200,000,000
(collectively, the "LOANS"). The Loans consist of revolving loans, evidenced by
one or more notes in the aggregate principal amount of $200,000,000 (said notes,
together with all amendments, supplements, modifications and full or partial
replacements thereof, being hereinafter referred to as the "NOTES"), having a
maturity date of March 31, 2004. A schedule of the Notes is attached hereto as
SCHEDULE 1. The terms and provisions of the Notes and the Loan Agreement are
hereby incorporated by reference in this Deed of Trust. The rate or rates of
interest payable under the Loan Agreement may vary from time to time.

                  II. THIS IS A CREDIT LINE DEED OF TRUST FOR THE PURPOSES OF
W.VA. CODE SECTION 38 1-14 AND SECURES A MAXIMUM AMOUNT NOT TO EXCEED
$200,000,000, and this Deed of Trust is also security for the payment of
interest on the Loans and for the payment of taxes, insurance premiums and other
obligations, including interest thereon, undertaken by Agent and/or Lenders
pursuant to the provisions of this Deed of Trust or the Loan Agreement or by
Trustees under this Deed of Trust. This Deed of Trust secures future advances
that are intended to be obligatory which Agent and/or Lenders have




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agreed to make in accordance with the provisions of the Loan Agreement and
therefore the principal amount secured hereby may increase or decrease from
time to time.

                                GRANTING CLAUSES

                  To secure the payment of the indebtedness evidenced by the
Notes and the performance and observance of all covenants and conditions
contained in this Deed of Trust, the Notes, the Loan Agreement, and any other
documents and instruments now or hereafter executed by Grantor to evidence,
secure or guarantee the payment of all or any portion of the indebtedness under
the Notes, the Loan Agreement and any and all renewals, extensions, amendments
and replacements of this Deed of Trust, the Notes, the Loan Agreement and any
such other documents and instruments (the Notes, the Loan Agreement, this Deed
of Trust, and any other documents and instruments now or hereafter executed and
delivered in connection with the Loans, and any and all amendments, renewals,
extensions and replacements hereof and thereof, being sometimes referred to
collectively as the "LOAN INSTRUMENTS") (all indebtedness and liabilities
secured hereby being hereinafter sometimes referred to as "BORROWER'S
LIABILITIES") and in consideration of the indebtedness and trusts hereinafter
set forth and of the sum of $10, Grantor does hereby assign, grant and convey
unto Trustee, in trust with the power of sale, the following described property
and, with respect to that portion of the following described property which is
personal property, unto Trustee and Agent, subject to the terms and conditions
herein:

                  (A) The land located in Hancock County, West Virginia, legally
described in attached EXHIBIT A ("LAND");

                  (B) All the buildings, structures, improvements and fixtures
of every kind or nature now or hereafter situated on the Land and all machinery,
appliances, equipment, furniture and all other personal property of every kind
or nature which constitute fixtures with respect to the Land, together with all
extensions, additions, improvements, substitutions and replacements of the
foregoing ("IMPROVEMENTS");

                  (C) All easements, tenements, rights-of-way, vaults, gores of
land, streets, ways, alleys, passages, sewer rights, water courses, water rights
and powers and appurtenances in any way belonging, relating or appertaining to
any of the Land or Improvements, or which hereafter shall in any way belong,
relate or be appurtenant thereto, whether now owned or hereafter acquired
("APPURTENANCES");

                  (D) (i) All judgments, insurance proceeds, awards of damages
and settlements which may result from any damage to all or any portion of the
Land, Improvements or Appurtenances or any part thereof or to any rights
appurtenant thereto;

                  (ii) All compensation, awards, damages, claims, rights of
action and proceeds of or on account of (a) any damage or taking, pursuant to
the power of eminent domain, of the Land, Improvements or Appurtenances or any
part thereof, (b) damage to all


                                      -2-
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or any portion of the Land, Improvements or Appurtenances by reason of the
taking, pursuant to the power of eminent domain, of all or any portion of the
Land, Improvements, Appurtenances or of other property, or (c) the alteration of
the grade of any street or highway on or about the Land, Improvements,
Appurtenances or any part thereof; and, except as otherwise provided herein,
Agent is hereby authorized to collect and receive said awards and proceeds and
to give proper receipts and acquittances therefor and, except as otherwise
provided herein, to apply the same toward the payment of the indebtedness and
other sums secured hereby; and

                  (iii) All proceeds, products, replacements, additions,
substitutions, renewals and accessions of and to the Land, Improvements or
Appurtenances;

                  (E) All rents, issues, profits, income and other benefits now
or hereafter arising from or in respect of the Land, Improvements or
Appurtenances (the "RENTS"); it being intended that this Granting Clause shall
constitute an absolute and present assignment of the Rents, subject, however, to
the revocable license given to Grantor to collect and use the Rents as provided
in this Deed of Trust;

                  (F) Any and all leases, licenses and other occupancy
agreements now or hereafter affecting the Land, Improvements or Appurtenances,
together with all security therefor and guaranties thereof and all monies
payable thereunder, and all books and records owned by Grantor which contain
evidence of payments made under the leases and all security given therefor
(collectively, the "LEASES"), subject, however, to the revocable license given
in this Deed of Trust to Grantor to collect the Rents arising under the Leases
as provided in this Deed of Trust;

                  (G) Any and all after-acquired right, title or interest of
Grantor in and to any of the property described in the preceding Granting
Clauses; and

                  (H) The proceeds from the sale, transfer, pledge or other
disposition of any or all of the property described in the preceding Granting
Clauses;

                  Notwithstanding anything to the contrary contained herein, in
no event shall the Property include, nor shall Grantor be deemed to have
granted, assigned or conveyed any interest hereunder in, any of the following:
(i) the assets described on EXHIBIT B attached hereto, and (ii) the Project
Assets or any property arising from, or as a result of the disposition of, any
of the Project Assets. As used herein, "PROJECT ASSETS" shall mean all of the
pollution control equipment (as equipment is defined in the Uniform Commercial
Code of the State of West Virginia ("UCC")) and fixtures (as defined in the UCC)
located at Grantor's Weirton, West Virginia steel making facility, the purchase
and/or installation of which were financed or refinanced with the proceeds of
the City of Weirton, West Virginia's Pollution Control Revenue Refunding Bonds
(Weirton Steel Corporation Project) Series 1989 issued by the City of Weirton,
West Virginia.



                                      -3-
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                  All of the Property described in the Granting Clauses is
sometimes referred to collectively as the "PROPERTY." The Rents and Leases are
pledged on a parity with the Land and Improvements and not secondarily.

                  TO HAVE AND TO HOLD the Property unto Trustee and its
successors in trust forever.

                  IN TRUST NEVERTHELESS, to secure payment of Borrower's
Liabilities.


                                   ARTICLE ONE
                             COVENANTS OF MORTGAGOR

                  Grantor covenants and agrees with Agent as follows:

                  1.1. PERFORMANCE UNDER LOAN AGREEMENT, NOTES, DEED OF TRUST
AND OTHER LOAN INSTRUMENTS. Grantor shall perform, observe and comply with or
cause to be performed, observed and complied with in a complete and timely
manner all provisions hereof, of the Loan Agreement and of the Notes, every
other Loan Instrument and every instrument evidencing or securing Borrower's
Liabilities.

                  1.2. GENERAL COVENANTS AND REPRESENTATIONS. Grantor covenants,
represents and warrants that as of the date hereof and at all times thereafter
during the term hereof: (a) Grantor is seized of an indefeasible estate in fee
simple in that portion of the Property which is real property, and has good and
absolute title to it and the balance of the Property free and clear of all
liens, security interests, charges and encumbrances whatsoever, except those set
forth on Schedule B of the loan policy of title insurance accepted by Agent
insuring the lien of this Deed of Trust permitted by Agent (such liens, security
interests, charges and encumbrances being hereinafter referred to as the
"PERMITTED ENCUMBRANCES"), which Permitted Encumbrances shall include Permitted
Liens (as defined in the Loan Agreement) and the licenses, covenants,
restrictions, easements and rights of way granted from time to time by Grantor
for utilities, pipelines, egress and ingress servicing or benefiting the
Property and/or other property owned, leased or occupied by Grantor, any
affiliate of Grantor, or any successor or assignee of Grantor or any affiliate
of Grantor, under that certain Master Declaration of Easements, Covenants and
Restrictions for Weirton, West Virginia Plant Site dated as of October 25, 2001;
as amended under that certain First Amendment to Master Declaration of
Easements, Covenants and Restrictions for Weirton, West Virginia Plant Site
dated as of October 26, 2001, and as further amended under that certain Second
Amendment to Master Declaration of Easements, Covenants and Restrictions for
Weirton, West Virginia Plant Site dated as of May 14, 2002; and (b) Grantor will
maintain and preserve the lien of this Deed of Trust as a first and paramount
lien on the Property, subject only to the Permitted Encumbrances (except that
this Deed of Trust shall not be subject to any items shown on a schedule of
subordinate items contained in said loan policy), until Borrower's Liabilities
have been paid in full and all obligations of Agent and Lenders under the Loan
Agreement have been terminated.


                                      -4-
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                  1.3. COMPLIANCE WITH LAWS AND OTHER RESTRICTIONS. Grantor
covenants and represents that the Land and the Improvements and the use thereof
presently comply with, and, to the extent required by the Loan Agreement, will
continue to comply with, all applicable restrictive covenants, zoning and
subdivision ordinances and building codes, licenses, health and environmental
laws and regulations and all other applicable laws, ordinances, rules and
regulations.

                  1.4. TAXES AND OTHER CHARGES.

                  1.4.1. TAXES AND ASSESSMENTS. Grantor shall pay promptly when
due all taxes, assessments, rates, dues, charges, fees, levies, fines,
impositions, liabilities, obligations, liens and encumbrances of every kind and
nature whatsoever now or hereafter imposed, levied or assessed upon or against
the Property or any part thereof, or upon or against this Deed of Trust or
Borrower's Liabilities; provided, however, that Grantor may in good faith
contest the validity, applicability or amount of any tax, assessment or other
charge, if Grantor complies with any provisions which may be set forth in the
Loan Agreement regarding the contest of taxes.

                  1.4.2. TAXES AFFECTING INTEREST OF AGENT AND LENDERS. If any
state, federal, municipal or other governmental law, order, rule or regulation,
which becomes effective subsequent to the date hereof, in any manner changes or
modifies existing laws governing the taxation of mortgages or deeds of trust or
debts secured by mortgages or deeds of trust, or the manner of collecting taxes,
so as to impose on Agent or Lenders a tax by reason of its ownership of any or
all of the Loan Instruments or measured by the principal amount of Borrower's
Liabilities, requires or has the practical effect of requiring Agent or Lenders
to pay any portion of the real estate taxes levied in respect of the Property or
to pay any tax levied in whole or in part in substitution for real estate taxes
or otherwise affects materially and adversely the rights of Agent or Lenders in
respect of Borrower's Liabilities, this Deed of Trust or the other Loan
Instruments, Borrower's Liabilities and all interest accrued thereon shall, upon
thirty (30) days' notice, become due and payable forthwith at the option of
Agent, whether or not there shall have occurred an Event of Default, provided,
however, that, if Grantor may, without violating or causing a violation of such
law, order, rule or regulation, pay such taxes or other sums as are necessary to
eliminate such adverse effect upon the rights of Agent and Lenders and does pay
such taxes or other sums when due, Agent may not elect to declare due Borrower's
Liabilities by reason of the provisions of this Section 1.4.2.

                  1.5. MECHANIC'S AND OTHER LIENS. Grantor shall not permit or
suffer any mechanic's, laborer's, materialman's, statutory or other lien or
encumbrance (other than Permitted Liens and any lien for taxes and assessments
not yet due) to be created upon or against the Property; provided, however, that
Grantor may in good faith, by appropriate proceedings, contest the validity,
applicability or amount of any asserted lien, if Grantor complies with any
provisions which may be set forth in the Loan Agreement regarding the contest of
liens.


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                  1.6. INSURANCE AND CONDEMNATION.

                  1.6.1. INSURANCE POLICIES. Grantor shall, at its sole expense,
obtain for, deliver to and maintain for the benefit of Agent and list Agent as
loss payee and additional insured, as its interest may appear, until Borrower's
Liabilities are paid in full, such policies of insurance as are required by the
Loan Agreement.

                  1.6.2. ADJUSTMENT OF LOSS; APPLICATION OF PROCEEDS. Except as
otherwise may be provided by the Loan Agreement, Agent is hereby authorized and
empowered, at its option, to adjust or compromise any loss under any insurance
policies covering the Property and to collect and receive the proceeds from any
such policy or policies. Grantor hereby irrevocably appoints Agent as its
attorney-in-fact for the purposes set forth in the preceding sentence. The
entire amount of such proceeds, awards or compensation shall be applied as
provided in the Loan Agreement.

                  1.6.3. CONDEMNATION AWARDS. Agent shall be entitled to all
compensation, awards, damages, claims, rights of action and proceeds of, or on
account of, (i) any damage or taking, pursuant to the power of eminent domain,
of the Property or any part thereof, (ii) damage to the Property by reason of
the taking, pursuant to the power of eminent domain, of other property, or (iii)
the alteration of the grade of any street or highway on or about the Property.
Agent is hereby authorized, at its option, to commence, appear in and prosecute
in its own or Grantor's name any action or proceeding relating to any such
compensation, awards, damages, claims, rights of action and proceeds and to
settle or compromise any claim in connection therewith. Grantor hereby
irrevocably appoints Agent as its attorney-in-fact for the purposes set forth in
the preceding sentence. In the event that Grantor acquires any real estate to
replace all or any portion of the Property which became subject to any such
action or proceeding, Grantor shall execute and deliver to Agent a deed of trust
of such replacement property, which deed of trust shall be in substantially the
same form as this Deed of Trust, and Grantor shall deliver to Agent a survey and
a title insurance policy and such other items in connection with such
replacement property as Agent may require, all in form and substance
satisfactory to Agent.

                  1.6.4. OBLIGATION TO REPAIR. If all or any part of the
Property shall be damaged or destroyed by fire or other casualty or shall be
damaged or taken through the exercise of the power of eminent domain or other
cause described in Section 1.6.3, Grantor shall promptly and with all due
diligence restore and repair the Property whether or not the proceeds, award or
other compensation are made available to Grantor or are sufficient to pay the
cost of such restoration or repair.

                  1.7. AGENT MAY PAY; DEFAULT RATE. Upon Grantor's failure to
pay any amount required to be paid by Grantor under any provision of this Deed
of Trust, Agent may pay the same. Grantor shall pay to Agent on demand the
amount so paid by Agent together with interest at a rate equal to the highest
rate payable under the Loan Agreement after the occurrence of an "Event of
Default" as such term is defined in the Loan Agreement (the


                                      -6-
<PAGE>

"DEFAULT RATE") and the amount so paid by Agent, together with interest, shall
be added to Borrower's Liabilities.

                  1.8. CARE OF THE PROPERTY. Grantor shall preserve and maintain
the Property in good operating condition. Grantor shall not, without the prior
written consent of Agent, permit, commit or suffer any waste, impairment or
deterioration of the Property or of any part thereof. Except to the extent that
capital expenditures are permitted by the Loan Agreement, no new improvements
shall be constructed on the Property and no part of the Property shall be
altered in any material manner without the prior written consent of Agent.

                  1.9. TRANSFER OR ENCUMBRANCE OF THE PROPERTY. Except as
permitted by the Loan Agreement, Grantor shall not permit or suffer to occur any
sale, assignment, conveyance, transfer, mortgage, lease or encumbrance of the
Property, any part thereof, or any interest therein, without the prior written
consent of Agent having been obtained.

                  1.10. FURTHER ASSURANCES. At any time and from time to time,
upon Agent's request, Grantor shall make, execute and deliver, or cause to be
made, executed and delivered, to Agent, and where appropriate shall cause to be
recorded, registered or filed, and from time to time thereafter to be
re-recorded, re-registered and refiled at such time and in such offices and
places as shall be deemed desirable by Agent, any and all such further
mortgages, security agreements, financing statements, instruments of further
assurance, certificates and other documents as Agent may consider reasonably
necessary in order to effectuate or perfect, or to continue and preserve the
obligations under, this Deed of Trust.

                  1.11. ASSIGNMENT OF RENTS. The assignment of rents, income and
other benefits contained in Section (E) of the Granting Clauses of this Deed of
Trust shall be fully operative without any further action on the part of either
party, and, specifically, Agent shall be entitled, at its option, upon the
occurrence of an Event of Default hereunder, to all rents, income and other
benefits from the Property, whether or not Agent takes possession of such
property. Such assignment and grant shall continue in effect until Borrower's
Liabilities are paid in full and all obligations of Agent and Lenders under the
Loan Agreement have been terminated, the execution of this Deed of Trust
constituting and evidencing the irrevocable consent of Grantor to the entry upon
and taking possession of the Property by Agent pursuant to such grant, whether
or not foreclosure proceedings have been instituted. Notwithstanding the
foregoing, so long as no Event of Default has occurred, Grantor shall have a
revocable license to continue to collect the rents, income and other benefits
from the Property as they become due and payable but not more than thirty (30)
days prior to the due date thereof.

                  1.12. AFTER-ACQUIRED PROPERTY. To the extent permitted by, and
subject to, applicable law, the lien of this Deed of Trust shall automatically
attach, without further act, to all property hereafter acquired by Grantor
located in or on, or attached to, or used or intended to be used in connection
with, or with the operation of, the Property or any part thereof.

                  1.13. LEASES AFFECTING PROPERTY. Grantor shall comply with and
perform in a complete and timely manner all of its obligations as landlord under
all leases affecting the


                                      -7-
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Property or any part thereof. The assignment contained in Sections (E) and (F)
of the Granting Clauses shall not be deemed to impose upon Agent any of the
obligations or duties of the landlord or Grantor provided in any lease.

                  1.14. MANAGEMENT OF PROPERTY. Grantor shall cause the Property
to be managed at all times in accordance with sound business practice.

                  1.15. EXECUTION OF LEASES. Grantor shall not permit any leases
to be made of the Property, or to be modified, terminated, extended or renewed,
without the prior written consent of Agent.

                  1.16. EXPENSES. In the event of foreclosure hereof, Agent
shall be entitled to add to Borrower's Liabilities its reasonable expenses
related thereto.

                  1.17. ENVIRONMENTAL CONDITIONS.

                  (a) Except as disclosed by letter dated June 18, 2002 to the
         Agent from Grantor, Grantor covenants, warrants and represents that
         there are no, nor will there, for so long as any of Borrower's
         Liabilities remain outstanding, be, any Hazardous Materials (as
         hereinafter defined) generated, released, stored, buried or deposited
         over, beneath, in or upon the Property except as such Hazardous
         Materials may be required to be used, stored or transported in
         connection with the permitted uses of the Property and then only to the
         extent permitted by law after obtaining all necessary permits and
         licenses therefor or, if not permitted by law, then to the extent
         non-compliance with applicable law is permitted by the Loan Agreement.
         For purposes of this Deed of Trust, "HAZARDOUS MATERIALS" shall mean
         and include any asbestos containing materials, polychlorinated
         biphenyls ("PCBS"), petroleum products, lead based paint, radioactive
         materials and any other hazardous, special or toxic materials, wastes
         and substances which are defined, determined or identified as such in
         any federal, state or local laws, rules, regulations, ordinances,
         orders, codes, statutes or guidelines in each case as amended (whether
         now existing or hereafter enacted or promulgated) including, without
         limitation, the Recourse Conservation and Recovery Act (42 U.S.C. Sec.
         6901 et seq.), Toxic Substances Control Act (15 U.S.C. Sec. 2601),
         Clean Air Act (42 U.S.C. Sec. 7401 et seq.), Comprehensive
         Environmental Response, Compensation and Liability Act (42 U.S.C. Sec.
         9601 et seq.) and any law, statute, rule or ordinance of the State of
         West Virginia and any other governmental entity with jurisdiction over
         the Mortgaged Property, or any part thereof, concerning such Hazardous
         Materials or any judicial or administrative interpretation of such
         laws, rules, regulations. Such laws, statutes, rules, ordinances and
         regulations are hereinafter collectively referred to as the "HAZARDOUS
         MATERIALS LAWS."

                  (b) Grantor shall, and Grantor shall cause all employees,
         agents, contractors and subcontractors of Grantor and any other persons
         from time to


                                      -8-
<PAGE>

         time present on or occupying the Property to, keep and maintain the
         Property in compliance with, and not cause or knowingly permit the
         Property to be in violation of, any applicable Hazardous Materials
         Laws. Neither Grantor nor any employees, agents, contractors or
         subcontractors of Grantor or any other persons occupying or present on
         the Property shall use, generate, manufacture, store or dispose of on,
         under or about the Property or transport to or from the Property any
         Hazardous Materials, except as such Hazardous Materials may be required
         to be used, stored or transported in connection with the permitted uses
         of the Property and then only to the extent permitted by law after
         obtaining all necessary permits and licenses therefor.

                  (c) Grantor shall immediately advise Agent in writing of: (i)
         any notices received by Grantor (whether such notices are from the
         Environmental Protection Agency, or any other federal, state or local
         governmental agency or regional office thereof) of the violation or
         potential violation occurring on or about the Property of any
         applicable Hazardous Materials Laws; (ii) any and all enforcement,
         cleanup, removal or other governmental or regulatory actions
         instituted, completed or threatened pursuant to any Hazardous Materials
         Laws; and (iii) all claims made or threatened by any third party
         against Grantor or the Property relating to damage, contribution, cost
         recovery compensation, loss or injury resulting from any Hazardous
         Materials (the matters set forth in clauses (i), (ii) and (iii) above
         are hereinafter referred to as "HAZARDOUS MATERIALS CLAIMS"). Agent
         shall have the right but not the obligation to join and participate in,
         as a party if it so elects, any legal proceedings or actions initiated
         in connection with any Hazardous Materials Claims and Grantor shall pay
         to Agent, upon demand, all attorneys' and consultants' fees incurred by
         Agent in connection therewith.

                  (d) Grantor shall be solely responsible for, and shall
         indemnify and hold harmless Agent and Lenders, and the directors,
         officers, employees, agents, successors and assigns of each of them,
         from and against any loss, damage, cost, expense or liability directly
         or indirectly arising out of or attributable to the use, generation,
         storage, release, threatened release, discharge, disposal or presence
         (whether prior to or during the term of the Loan or otherwise and
         regardless of by whom caused, whether by Grantor or any predecessor in
         title or any owner of land adjacent to the Property or any other third
         party, or any employee, agent, contractor or subcontractor of Grantor
         or any predecessor in title or any such adjacent land owner or any
         third person) of Hazardous Materials on, under or about the Property;
         including, without limitation: (i) claims of third parties (including
         governmental agencies) for damages, penalties, losses, costs, fees,
         expenses, damages, injunctive or other relief; (ii) response costs,
         clean-up costs, costs and expenses of removal and restoration,
         including fees of attorneys and experts, and costs of determining the
         existence of Hazardous Materials and


                                      -9-
<PAGE>

         reporting same to any governmental agency; and (iii) any and all
         expenses or obligations, including attorneys' fees, incurred at, before
         or after any trial or appeal therefrom whether or not taxable as costs,
         including, without limitation, attorneys' fees, witness fees,
         deposition costs, copying and telephone charges and other expenses. The
         obligations of Grantor under this subsection shall survive any of the
         foreclosure of this Deed of Trust, the repayment of Borrower's
         Liabilities, or other satisfaction of the indebtedness secured by this
         Deed of Trust, whether by deed in lieu of foreclosure or otherwise.

                  (e) Any loss, damage, cost, expense or liability incurred by
         Agent or Lenders as a result of a breach or misrepresentation by
         Grantor or for which Grantor is responsible or for which Grantor has
         indemnified Agent and Lenders shall be paid to Agent or Lenders, as the
         case may be, on demand, and, failing prompt reimbursement, such amounts
         shall, together with interest thereon at the Default Rate from the date
         incurred by Agent or Lenders, as the case may be, until paid by
         Grantor, be added to Borrower's Liabilities, be immediately due and
         payable and be secured by the lien of this Deed of Trust and the other
         Loan Instruments.


                                   ARTICLE TWO
                                    DEFAULTS

                  2.1. EVENT OF DEFAULT. The term "EVENT OF DEFAULT," wherever
used in this Deed of Trust, shall mean any one or more of the following events:

                  (a) The failure by Grantor to keep, perform, or observe any
         covenant, condition or agreement on the part of Grantor in this Deed of
         Trust and such failure is not cured to Agent's satisfaction within
         fifteen (15) days after the sooner to occur of Grantor's receipt of
         notice of such breach from Agent or the date on which such failure or
         neglect first becomes known to any officer of Grantor, except for any
         occurrence described in the Loan Agreement for which a different grace
         or cure period is specified or which constitutes an immediate "Event of
         Default" under and as defined in the Loan Agreement, in which event the
         Loan Agreement will control.

                  (b) The occurrence of an "Event of Default" under and as
         defined in the Loan Agreement or any of the other Loan Instruments.


                                  ARTICLE THREE
                                    REMEDIES

                  3.1. ACCELERATION OF MATURITY; COLLECTION. If an Event of
Default shall have occurred, Agent may declare all Borrower's Liabilities to be
immediately due and


                                      -10-
<PAGE>

payable, and thereupon collect Borrower's Liabilities by proper action,
foreclosure of this Deed of Trust, or any other equitable proceeding.

                  3.2. POSSESSION AND OPERATION OF PROPERTY. If an Event of
Default shall have occurred, in addition to all other rights herein conferred,
Agent may have a receiver appointed or cause Trustee to enter on the Property,
either in person or by agent, and take possession and charge of the Property,
collect the Rents and have a receiver appointed for such purposes.

                  3.3. FORECLOSURE. After Borrower's Liabilities have been
accelerated, Trustee, upon the written request of Agent, shall foreclose upon
and sell the Property for cash in hand on day of sale to satisfy the Borrower's
Liabilities in accordance with applicable provisions of West Virginia law. From
the proceeds of such sale, Trustee shall pay, first the costs and expenses of
executing this trust including the reasonable legal fees and other reasonable
expenses of Agent, Lenders and Trustee, but Trustee shall be entitled to no
commission; second, to Agent and/or Lenders all sums paid for taxes, insurance,
repairs and all other costs and expenses incurred or paid under the provisions
of this Deed of Trust, together with interest thereon at the Default Rate, from
the date of payment; third, to Agent and/or Lenders the full amount due and
unpaid on Borrower's Liabilities; and fourth, the balance, if any, to Grantor,
its successors and assigns, upon delivery of and surrender to the purchasers of
possession of the Property, less the expense, if any, of obtaining such
possession. If foreclosure proceedings are instituted but not completed, Trustee
shall be reimbursed for all reasonable costs and expenses incurred by it in
commencing such proceedings. Any sale may be adjourned from time to time by oral
proclamation by Trustee. Agent and Trustee shall also have all rights, remedies
and powers of a secured party under the Uniform Commercial Code of West
Virginia, as to personal property, fixtures and other applicable portions of the
Property.

                  3.4. FORECLOSURE NOTICE. A copy of any notice of foreclosure
sale and any other notices hereunder shall be served on Grantor by certified
mail, return receipt requested, at the address for notice provided in Section
4.2 herein or at such other address as may be given to Agent in writing by
Grantor subsequent to the execution and delivery of this Deed of Trust. Any
notice of a subordinate lien, any notice of other liens made pursuant to W. Va.
Code Section 38-1-14 or other notice may be served on Agent at its address on
the first page of this Deed of Trust.

                  3.5. ACTION OF TRUSTEE. Trustee may act in the execution of
this trust, by agent or attorney. It is not necessary for Trustee to be
personally present at any foreclosure sale.

                  3.6. SUBSTITUTION OF TRUSTEE. Agent may from time to time, for
any reason or for no reason, substitute another Trustee, corporation or person,
in place of the Trustee herein named. Upon each such appointment, the
substituted Trustee shall be vested with all the rights, titles, interests,
powers, duties and trusts conferred upon the Trustee herein named. Each
appointment and substitution shall be evidenced by an instrument in writing,
executed


                                      -11-
<PAGE>

and acknowledged by Agent, which when recorded in the office of the Clerk of
the County Commission of Hancock County, shall be conclusive proof of the
proper substitution and appointment and notice to all parties in interest.

                  3.7. PERSONAL PROPERTY AND FIXTURES. If an Event of Default
shall have occurred and be continuing, Agent shall have all rights and remedies
of a secured party under the Uniform Commercial Code of West Virginia, including
the right to sell it at public or private sale or otherwise dispose of, lease or
use it, without regard to preservation of the Property or its value and without
the necessity of a court order.

                  3.8. REMEDIES CUMULATIVE. No right, power or remedy conferred
upon or reserved to Agent or Lenders by the Notes, the Loan Agreement, this Deed
of Trust or any other Loan Instrument or any instrument evidencing or securing
Borrower's Liabilities is exclusive of any other right, power or remedy, but
each and every such right, power and remedy shall be cumulative and concurrent
and shall be in addition to any other right, power and remedy given hereunder or
under the Notes, the Loan Agreement or any other Loan Instrument or any
instrument evidencing or securing Borrower's Liabilities, or now or hereafter
existing at law, in equity or by statute.


                                  ARTICLE FOUR
                            MISCELLANEOUS PROVISIONS

                  4.1. HEIRS, SUCCESSORS AND ASSIGNS INCLUDED IN PARTIES.
Whenever Grantor, Agent or Lenders are named or referred to herein, heirs and
successors and assigns of such person or entity shall be included, and all
covenants and agreements contained in this Deed of Trust shall bind the
successors and assigns of Grantor, including any subsequent owner of all or any
part of the Property and inure to the benefit of the successors and assigns of
Agent and Lenders.

                  4.2. NOTICES. Except as specifically set forth herein, all
notices, requests, reports, demands or other instruments required or
contemplated to be given or furnished under this Deed of Trust to Grantor or
Agent shall be directed to Grantor or Agent, as the case may be, in the manner
and at the addresses for notice set forth in the Loan Agreement.

                  4.3. HEADINGS. The headings of the articles, sections,
paragraphs and subdivisions of this Deed of Trust are for convenience only, are
not to be considered a part hereof, and shall not limit, expand or otherwise
affect any of the terms hereof.

                  4.4. INVALID PROVISIONS. In the event that any of the
covenants, agreements, terms or provisions contained in this Deed of Trust shall
be invalid, illegal or unenforceable in any respect, the validity of the
remaining covenants, agreements, terms or provisions contained herein (or the
application of the covenant, agreement, term held to be invalid, illegal or
unenforceable, to persons or circumstances other than those in respect of which
it is invalid, illegal or unenforceable) shall be in no way affected, prejudiced
or disturbed thereby.


                                      -12-
<PAGE>

                  4.5. CHANGES. Neither this Deed of Trust nor any term hereof
may be released, changed, waived, discharged or terminated orally, or by any
action or inaction, but only by an instrument in writing signed by the party
against which enforcement of the release, change, waiver, discharge or
termination is sought.

                  4.6. GOVERNING LAW. Except with respect to the creation,
perfection, priority and enforcement of the lien and security interest created
hereunder, all of which shall be construed, interpreted, enforced and governed
by the laws of the State of West Virginia, the validity and interpretation of
this Deed of Trust shall be governed by and in accordance with the internal laws
of the State of Illinois, without regard to conflicts of law principles.

                  4.7. LIMITATION OF INTEREST. The provisions of the Loan
Agreement regarding the payment of lawful interest are hereby incorporated
herein by reference.

                  4.8. FUTURE ADVANCES. THIS IS A CREDIT LINE DEED OF TRUST FOR
THE PURPOSES OF W.VA. CODE Section 38-1-14 AND SECURES AN AGGREGATE MAXIMUM
PRINCIPAL AMOUNT NOT TO EXCEED $200,000,000, and this Deed of Trust is also
security for the payment of interest on the Loans and for the payment of taxes,
insurance premiums and other obligations, including interest thereon, undertaken
by Agent and/or Lenders pursuant to the provisions of this Deed of Trust or the
Loan Agreement or by Trustees under this Deed of Trust. This Deed of Trust
secures future advances that are intended to be obligatory which Agent and/or
Lenders have agreed to make in accordance with the provisions of the Loan
Agreement and therefore the principal amount secured hereby may increase or
decrease from time to time.

                  4.9. INTENTIONALLY DELETED.

                  4.10. LAST DOLLAR. The lien of this Deed of Trust shall remain
in effect until the last dollar of Borrower's Liabilities is paid in full and
all obligations of Agent and Lenders under the Loan Agreement have been
terminated.

                  4.11. RELEASE. Upon full payment and satisfaction of
Borrower's Liabilities and the termination of all obligations of Agent and
Lenders under the Loan Agreement, Agent shall issue to Grantor an appropriate
release or satisfaction in recordable form.

                  4.12. TIME OF THE ESSENCE. Time is of the essence with respect
to this Deed of Trust and all the provisions hereof.

                  4.13. LOAN AGREEMENT. The Loans are governed by terms and
provisions set forth in the Loan Agreement and in the event of any conflict
between the terms of this Deed of Trust and the terms of the Loan Agreement, the
terms of the Loan Agreement shall control.

                  4.14. REPLACEMENT OF NOTES. Any one or more of the financial
institutions which are or become a party to the Loan Agreement as Lenders may
from time to time


                                      -13-
<PAGE>

be replaced and, accordingly, one or more of the Notes may from time to time be
replaced, provided that the terms of the Notes following such replacement,
including the principal amount evidenced thereby, shall remain the same. As the
indebtedness secured by this Deed of Trust shall remain the same, such
replacement of the Notes shall not be construed as a novation and shall not
affect, diminish or abrogate Grantor's liability under this Deed of Trust or the
priority of this Deed of Trust.



                                      -14-
<PAGE>


                  IN WITNESS WHEREOF, Grantor has caused this instrument to be
executed by its duly authorized officer as of the day and year first above
written.

                                        WEIRTON STEEL CORPORATION,
                                        a Delaware corporation

                                        By:  /s/ Mark E. Kaplan
                                             ----------------------------
                                        Name:  Mark E. Kaplan
                                        Title: Vice President and Chief
                                               Financial Officer




                                      -15-
<PAGE>




                         THIS INSTRUMENT WAS PREPARED BY
                         AND AFTER RECORDING RETURN TO:

                              Carole K. Towne, Esq.
                          Goldberg, Kohn, Bell, Black,
                            Rosenbloom & Moritz, Ltd.
                              55 East Monroe Street
                                   Suite 3700
                             Chicago, Illinois 60603
                                 (312) 201-4000




                                      -16-
<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION


DESCRIPTION OF THE 25 AND 105/1000 ACRE TRACT OF LAND SURROUNDING THE WEIRTON
STEEL CORPORATION'S TIN MILL SITE

         The following tract of land situate in the City of Weirton, Butler
District, Hancock County, West Virginia and being more particularly bounded and
described as follows:

         Beginning at a point at the southeasterly corner of the herein
described tract, said beginning point being located N. 35 degrees 04' 05" W.
4,599 and 64/100 feet from a point at the intersection of the westerly line of
Main Street with the northerly line of Virginia Avenue, said tie point being the
beginning point in the description of the 796.52 acre tract of land (of which
the herein described is a part), that was conveyed by National Steel Corporation
to Weirton Steel Corporation by deed dated January 10, 1984 and recorded in the
Office of the Clerk of the County Commission of Hancock County, West Virginia in
Deed Book 193, at page 116, the bearing on said northerly line of Virginia
Avenue being N. 87 degrees 19' 39" W.; thence from said beginning point and with
the northerly line of a twenty (20) feet wide existing roadway hereinafter
mentioned, the following three (3) bearings and distances: N. 87degree 30' 33"
W. 446 and 17/100 feet to a point; thence S. 68 degrees 59' 42" W. 134 and
39/100 feet to a point; thence S. 83 degrees 47' 03" W. 139 and 16/100 feet to a
point; thence crossing said roadway and following along lines of the raw water
clarification area, included in the herein described tract, the following three
(3) bearings and distances: S. 05 degrees 00' W. 140 feet to a point; thence N.
85 degrees 00' W. 305 feet to a point; thence N. 05 degrees 00' E. (re-crossing
said roadway) 140 feet to a point in the northerly side of said roadway; thence
with the same following two (2) bearings and distances: N. 87 degrees 18' 51" W.
290 and 48/100 feet to a point; thence S. 75 degrees 08' 01" W. 68 and 95/100
feet to a point; thence crossing said roadway and following along lines of the
de-mineralizing area, included in the herein described tract the following three
(3) bearings and distances: S. 05 degrees 00' W. (crossing said road) 180 feet
to a point; thence N. 85 degrees 00' W. 80 feet to a point; thence N. 05 degrees
00' E. (re-crossing said road) 182 and 29/100 feet to a point; thence following
along the southerly face of the Tin Mill building the following three (3)
bearings and distances: N. 87 degrees 29' 48" W. 137 feet to a point; thence N.
02 degrees 30' 12" E. 1 and 03/100 feet to a point; thence N. 87 degrees 24' 36"
W. 129 and 72/100 feet to a point; thence on a line parallel to and 3 feet west
of the west face of the west wall of said building N. 02 degrees 32' 52" E. 823
feet to a point; thence on a line parallel to and approximately 3 feet north of
the north face of the overhang on said building S. 87 degrees 27' 08" E. 127 and
5/10 feet to a point; thence S. 02 degrees 30' 10" W. (with the northerly
extension and then with a face of said building) 129 and 83/100 feet to a point;
thence following along another overhang S. 87 degrees 22' 08" E. 233 feet to a
point; thence S. 02 degrees 32' 52" W. 35 feet to a point 3 feet east of a face
of said building; thence on a line parallel to and 13 feet north of the north
face of the north wall of said building S. 87 degrees 32' 43" E. 935 and 75/100
feet to a point; thence with the westerly line of a twenty (20) feet wide right
of way or roadway the following three (3) bearings and distances: S. 52 degrees
37' 36" E. 257 and 34/100 feet to a point; thence S. 33 degrees 31' 38" E. 351
and 79/100 feet to a point; thence S. 02 degrees 39' 50" W. 152 and 56/100 feet
to the place of beginning,



<PAGE>

containing by survey made by Stegman & Schellhase, Inc., Civil Engineers and
Surveyors on February 5, 2002, Twenty-Five and One Hundred Five One Thousandths
(25 and 105/1000) acres, more or less as shown on the Tin Mill Subdivision Plan
recorded in the Office of the Clerk of the County Commission of Hancock County,
West Virginia in Plat Cabinet 1, Slide 46-A.

         Together with a non-exclusive easement, with all rights of ingress and
egress presently enjoyed by the party of the first part hereto, with particular
mention hereby being made to the aforementioned twenty (20) feet wide roadways
and their westerly extensions.

         Said 25 and 105/1000 acre tract being subject to that part of said
roadway that is included within the boundaries of the raw water clarification
area and de-mineralizing area.

         Together with a non-exclusive easement or right to use the twenty (20)
feet wide right of way or roadway leading from the southeasterly corner of said
25 and 105/1000 acre tract in a southeasterly direction to West Street (Gate 13
entrance), the centerline of same being more particularly described as follows:

         Beginning at a point at the intersection of the easterly line of said
25 and 105/1000 acre tract with said centerline, said beginning point being
located N. 02 degrees 39' 50" E. 8 and 19/100 feet from the southeasterly corner
of said tract; thence from said beginning point and with said centerline the
following thirty-eight (38) bearings and distances: S. 45 degrees 31' 53" E. 63
and 56/100 feet to a point; thence S. 79 degrees 26' 20" E. 49 and 78/100 feet
to a point; thence S. 74 degrees 43' 07" E. 66 and 13/100 feet to a point;
thence S. 57 degrees 02' 46" E. 63 and 87/100 feet to a point, thence S. 45
degrees 19' 41" E. 55 and 6/10 feet to a point; thence S. 43 degrees 55' 27" E.
47 and 5/10 feet to a point; thence S. 58 degrees 06' 33" E. 105 and 77/100 feet
to a point; thence S. 54 degrees 00" 19" E. 120 and 52/100 feet to a point;
thence S. 50 degrees 19' 36" E. 93 and 39/100 feet to a point; thence S. 47
degrees 25' 43" E. 358 and 3/10 feet to a point; thence S. 46 degrees 29' 20" E.
92 and 27/100 feet to a point; thence S. 43 degrees 55' 43" E. 97 and 08/100
feet to a point; thence S. 41 degrees 56' 21" E. 101 and 04/100 feet to a point;
thence S. 38 degrees 41' 14" E. 89 and 89/100 feet to a point; thence S. 36
degrees 32' 15" E. 100 and 96/100 feet to a point; thence S. 34 degrees 27' 50"
E. 102 and 33/100 feet to a point; thence S. 31 degrees 47' 08" E. 106 and
04/100 feet to a point; thence S. 28 degrees 44' 37" E. 736 and 23/100 feet to a
point; thence S. 28 degrees 26' 36" E. 138 and 74/100 feet to a point; thence S.
28 degrees 27' E. 238 and 58/100 feet to a point; thence S. 28 degrees 30' 20"
E. 94 and 37/100 feet to a point; thence S. 24 degrees 25' 33" E. 60 and 03/100
feet to a point; thence S. 17 degrees 48' 21" E. 100 and 05/100 feet to a point;
thence S. 13 degrees 21' 14" E. 289 and 09/100 feet to a point; thence S. 14
degrees 08' 08" E. 277 and 28/100 feet to a point; thence S. 13 degrees 25' 28"
E. 136 and 21/100 feet to a point; thence S. 17 degrees 45' 53" E. 66 and 34/100
feet to a point; thence S. 19 degrees 24' 23" E. 71 and 07/100 feet to a point;
thence S. 33 degrees 40' 42" E. 71 and 26/100 feet to a point; thence S. 32
degrees 35' 27" E. 58 and 14/100 feet to a point; thence S. 20 degrees 07' 27"
E. 50 and 55/100 feet to a point; thence S. 10 degrees 56' 56" E. 93 and 32/100
feet to a point; thence S. 16 degrees 52' E. 50 and 41/100 feet to a point;
thence S. 44 degrees 59' 06" E. 20 and 92/100 feet to a point; thence S. 70
degrees 01' 33" E. 40 and 58/100 feet to a point; thence S. 84 degrees 33' 23"
E. 56 and 81/100 feet to a point; thence N. 83 degrees 14' 56" E. 57 and 6/10
feet to a point designated herein as point x, the beginning point of another
twenty (20) feet wide right of way hereinafter described; thence S. 03 degrees
04' 24" W. 31 and 76/100 feet to a point at the northerly end of West Street;
fifty (50) feet


                                      -2-
<PAGE>

wide, at Gate 13, said right of way or roadway to be used in common by both
parties hereto, their heirs and assigns.

         Together with a non-exclusive easement or right to use the twenty (20)
feet wide right of way or roadway leading from the aforesaid point x in a
northeasterly direction to Main Street (Gate 4 entrance), the centerline of same
being more particularly described as follows: beginning at said point x; thence
from said beginning point and with said centerline the following eight (8)
bearings and distances: N. 75 degrees 59' 46" E. 122 and 41/100 feet to a point;
thence N. 58 degrees 10' 24" E. 13 and 06/100 feet to a point; thence N. 26
degrees 33' 03" E. 41 and 63/100 feet to a point; thence N. 07 degrees 46' 45"
E. 86 and 67/100 feet to a point; thence N. 03 degrees 38' 59" E. 75 and 18/100
feet to a point; thence N. 09 degrees 23' 31" E. 51 and 85/100 feet to a point;
thence N. 64 degrees 45' 15" E. 32 and 3/10 feet to a point; thence S. 85
degrees 57' 21" E. 96 and 33/100 feet to a point in the westerly line of Main
Street at Gate 4 entrance, said point being located N. 02 degrees 40' 21" E. 578
and 15/100 feet from a point at the intersection of said westerly line with the
northerly line of Virginia Avenue, said right of way or roadway to be used in
common by both parties hereto, their heirs and assigns.

         Being a part of the 796 and 52/100 acre tract of land that was conveyed
by National Steel Corporation to Weirton Steel Corporation by deed dated January
10, 1984 and recorded in the Office of the Clerk of the County Commission of
Hancock County, West Virginia in Deed Book 193, at page 116.

         Together with those certain nonexclusive reciprocal easements
appurtenant to the above described property as set forth and described in that
certain Master Declaration of Easements, Covenants and Restrictions For Weirton,
West Virginia Plant Site dated October 25, 2001, recorded in the Office of the
Clerk of the County Commission of Hancock County, West Virginia in Lease Book
36, at page 633, as amended under that certain First Amendment To Master
Declaration of Easements, Covenants and Restrictions for Weirton, West Virginia
Plant Site dated October 26, 2001 recorded in the Office of the Clerk of the
County Commission of Hancock County West Virginia in Lease Book 36, at page 685
as re-recorded in the Office of the Clerk of the County Commission of Hancock
County, West Virginia in Lease Book 37, at page 5 and as further amended under
that certain Second Amendment To Master Declaration of Easements, Covenants and
Restrictions for Weirton, West Virginia Plant Site dated May 14, 2002 recorded
in the Office of the Clerk of the County Commission of Hancock County, West
Virginia in Lease Book 37, at page 26, as further amended from time to time.



                                      -3-
<PAGE>

                                   SCHEDULE 1

                                      NOTES


------------------------------------------------------------------------------
NOTE PAYEE                                      PRINCIPAL AMOUNT OF NOTE
------------------------------------------------------------------------------

FLEET CAPITAL CORPORATION                       $6,250,000

------------------------------------------------------------------------------

FOOTHILL CAPITAL CORPORATION                    $6,250,000

------------------------------------------------------------------------------

THE CIT GROUP/BUSINESS CREDIT, INC.             $6,250,000

------------------------------------------------------------------------------

GMAC BUSINESS CREDIT LLC                        $4,375,000

------------------------------------------------------------------------------

TRANSAMERICA BUSINESS CREDIT CORPORATION        $1,875,000

------------------------------------------------------------------------------



                                      -4-
<PAGE>

                                    EXHIBIT B

                                 EXCLUDED ASSETS


                   TIN MILL SHOP ASSETS

1-AMERICAN 4'11" Radial Drill
w/ L Base
w/30"x30" Box Table

1-MATTISON 14" x 72" Horizontal Surface Grinder
w/Magnetic Chuck

1-ROCKFORD/GREENLEE Openside Shaper
Approx. 21" x 72" Reciprocating Table
w/1-Rail & 1-Side Heads

1-BRIDGEPORT 1-1/2 H.P. Vertical Mill
Head S/N:  2143689
w/9" x 42" Table
w/PRT

1-CINCINNATI #5HP Horizontal Milling Machine
S/N:  8A6P1P-25 (1944)
w/Universal Head

1-LEBLOND 16" x 84"cc Engine Lathe
S/N:  ND7990 (1940)
w/12" 3-Jaw Chuck

1-KEARNEY & TRECKER #5 Horizontal Milling Machine
Model TF
w/Universal Head Attachment
w/3-Axis DRO

1-NORTON 14" Cylindrical Roll Grinder
S/N:  C26015 (1955)

1-DRESS 11" x 5" Radial Drill
w/48" Base

1-LODGE & SHIPLEY 18" x 77" Engine Lathe
S/N:  UN8719A
w/Anilam 2-Axis DRO
w/Taper Attachment


<PAGE>

                   TIN MILL SHOP ASSETS

1-SOUTH BEND NORDIC 15 15" x 54"cc Engine Lathe
S/N:  DN15731130173
w/Threading
w/8" 3-Jaw Chuck

1-LODGE & SHIPLEY 20" x 96" Engine Lathe
S/N:  40034 (1950)
w/18" 4-Jaw Chuck
w/Taper Attachment, Steady Rest
w/Anilam 2-Axis DRO

1-AMERICAN Pacemaker 18" x 126" Engine Lathe
S/N:  64036-42 (1942)
w/18" 4-Jaw Chuck
w/Taper Attachment, Steady Rest

1-AMERICAN 42" x 130"cc Engine Lathe
S/N:  64118-42 (1942)
w/Steady Rest

1-MONARCH #62 25" x 170"cc Engine Lathe
S/N:  51258 (1972)
w/Threading Attachment

1-AMERICAN 40" x 208" Engine Lathe
S/N:  74716 (1955)
w/24" 4-Jaw Chuck

1-AMERICAN Pacemaker 48" x Approx. 252"cc
Engine Lathe
w/2-Steady Rests

1-NORTON 14" x 144"cc Cylindrical Roll Grinder
S/N:  16711 (1942)

1-32" x Approx. 144" Hydraulic Openside Planer
Valued As Rockford
w/1-Rail & 1-Side Heads



                                      -2-
<PAGE>

                   TIN MILL SHOP ASSETS


1-CINCINNATI 16" x Approx. 168"cc Cylindrical Roll Grinder
S/N:  1P4H1C-1X (1935)



1-NILES BEMONT POND Timesaver 32" x 276"cc Engine Lathe
S/N :  20269 (1925)
30" Swing Raised to 48" Swing

1-NORTON 24" x 144"cc Cylindrical Roll Grinder
S/N:  --05 (1941)

1-LOT MINOR & GENERAL PLANT EQUIPMENT
Including DoAll V36 vertical band saw, Cincinnati tool & cutter grinder, G&E 24"
shaper, #3R arbor press, 12" double end grinder, DoAll horizontal band saw,
Mitts & Mcrill 3-1/2" keyseater, Oster 2" dia. bolt threader, 6" double end
grinder, disc grinder, Load Lifter 2 ton floor jib hoist, 1/2 ton column jib
hoists, Buffalo 18" drill press, H-frame press w/enerpac power supply, 1 ton
column jib hoists, Power Team 100 ton H-frame press, 2 ton column jib hoists,
hydraulic forcing press, Buffalo #1/2 ironworker
TOTAL TIN MILL SHOP




                                      -3-
<PAGE>


                                   SCHEDULE 1

                                      NOTES


-------------------------------------------------------------------------------
NOTE PAYEE                                         PRINCIPAL AMOUNT OF NOTE
-------------------------------------------------------------------------------

FLEET CAPITAL CORPORATION                          $6,250,000

-------------------------------------------------------------------------------

FOOTHILL CAPITAL CORPORATION                       $6,250,000

-------------------------------------------------------------------------------

THE CIT GROUP/BUSINESS CREDIT, INC.                $6,250,000

-------------------------------------------------------------------------------

GMAC BUSINESS CREDIT LLC                           $4,375,000

-------------------------------------------------------------------------------

TRANSAMERICA BUSINESS CREDIT CORPORATION           $1,875,000

-------------------------------------------------------------------------------