REVOLVING CREDIT AND TERM LOAN AGREEMENT


     This Revolving Credit and Term Loan Agreement is dated as of April 30,
1997, between KINARK CORPORATION, a Delaware corporation ("Borrower"), and BANK
OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association ("Bank").

                              RECITALS

     A.   Reference is made to the Revolving Credit and Term Loan Agreement
dated as of March 24, 1992, as amended by Amendment One to Revolving Credit
Agreement and Term Loan Agreement dated October 16, 1992, a Second Amendment to
Revolving Credit and Term Loan Agreement dated March 31, 1993, a Third
Amendment to Revolving Credit and Term Loan Agreement dated March 31, 1994, a
Fourth Amendment to Revolving Credit and Term Loan Agreement dated March 31,
1995, and a Fifth Amendment to Revolving Credit and Term Loan Agreement dated
effective April 1, 1996 (as amended, the "Existing Credit Agreement"), pursuant
to which currently exists a $4,250,000 Line of Credit, further evidenced by a
$4,250,000 Line Note, and a $2,925,763.12 Term Loan, further evidenced by a
$2,925,763.12 Term Note.

     B.   The Borrower has requested Bank to:  (i) increase the $4,250,000
Revolving Line of Credit to $8,500,000, (ii) establish a $3,500,000 Term Loan,
and (iii) establish a $1,250,000 Advancing Term Loan; and Bank has agreed to
accommodate the Borrower's request, subject to the terms and conditions set
forth below.

     C.   This Revolving Credit and Term Loan Agreement shall supercede the
Existing Credit Agreement; provided, however, that the instruments, documents
and agreements described on Schedule "A" hereto shall remain effective, except
to the extent expressly amended hereby.

                              AGREEMENT

     For valuable consideration received, the parties agree to the following:

     1.   DEFINED TERMS.  As used in this Agreement, the following terms have
the following meanings (terms defined in the singular to have the same meaning
when used in the plural and vice versa).

          1.1. Accounting Terms.  All accounting terms not specifically defined
     herein shall be construed in accordance with GAAP consistent with those
     applied in the preparation of the financial statements referred to in
     Sections 6.9.1 and 6.9.2, and all financial data submitted pursuant to
     this Agreement shall be prepared in accordance with such principles.

          1.2. "Affiliate" means any Person: (i) which directly or indirectly
     controls, or is controlled by, or is under common control with, Borrower;
     or (ii) which directly or indirectly beneficially owns or holds five
     percent (5%) or more of any class of voting stock of Borrower.  The term
     "control" means the possession, directly or indirectly, of the power to
     direct or cause the direction of the management and policies of a Person,
     whether through the ownership of voting securities, by contract, or
     otherwise.

          1.3. "Agreement" means this Revolving Credit and Term Loan Agreement,
     as amended, supplemented, or modified from time to time.

          1.4. "Base Rate" means a fluctuating interest rate per annum as in
     effect from time to time, which interest rate per annum shall at all times
     be equal to the rate of interest announced publicly from time to time
     (whether or not charged in each instance), by Chase Manhattan Bank, N.A.
     located at New York, New York ("Rate Bank"), as its base rate or general
     reference rate.  Should the Rate Bank abolish or abandon the practice of
     announcing or publishing a Base Rate, then the Base Rate shall be that
     interest rate or other general reference rate then in effect at the Rate
     Bank which, from time to time, in the reasonable judgment of Bank, most
     effectively approximates the initial definition of the "Base Rate."

          1.5  "Borrowing Base" means, at any date of determination thereof,
     the sum of (a) eighty percent (80%) of Qualified Receivables at such date,
     plus (b) fifty percent (50%) of Qualified Inventory at such date
     (increased to eighty percent (80%) as to Qualified Inventory in "pig"
     form) valued at the lesser of (i) direct cost, or (ii) current market
     value at wholesale; provided, however, that subpart (b) of the Borrowing
     Base attributable to Qualified Inventory shall not exceed fifty percent
     (50%) of the total Borrowing Base at any given time, as determined by the
     most recent Borrowing Base Certificate provided to Bank pursuant to
     Section 2.2.

          1.6  "Borrowing Base Certificate" means each certificate from
     Borrower to Bank relating to the Borrowing Base, substantially in the form
     of Schedule "1.6" hereto.

          1.7. "Borrower Documents" means (i) Certified Resolutions evidencing
     authority for execution of this Agreement and all related instruments,
     documents and agreements substantially in the form of Schedule "1.7"
     attached hereto; (ii) chattel checks from the States of Delaware,
     Oklahoma, and Alabama; and (iii) Certificates of Good Standing from the
     States of Delaware, Oklahoma, and Alabama.

          1.8. "Boyles Galvanizing Company" means Boyles Galvanizing Company, a
     Delaware corporation, with principal offices located at 7060 South Yale
     Avenue, Suite 603, Tulsa, Oklahoma  74136-3324.

          1.9. "Boyles Galvanizing Company Documents" means (i) Certified
     Resolutions evidencing authority for execution of any documents required
     in connection herewith, substantially in the form of Schedule "1.9"
     hereto; (ii) Guaranty Agreement; (iii) Security Agreement; (iv) UCC-1
     Financing Statements; (v) chattel checks from Delaware, Colorado,
     Kentucky, Missouri, Texas, and Tennessee; and (vi) Certificates of Good
     Standing from Delaware, Colorado, Kentucky, Missouri, Texas, and
     Tennessee.

          1.10.     "Business Day" means any day other than a Saturday, Sunday,
     or other day on which commercial banks in Oklahoma are authorized or
     required to close under the laws of the State of Oklahoma.

          1.11.     "Capital Lease" means all leases which have been or should
     be capitalized on the books of the lessee in accordance with GAAP.

          1.12.     "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, and the regulations and published interpretations
     thereof.

          1.13.     "Collateral" means all property in which Bank is intended
     to have a security interest, as described in Section 3.

          1.14.     "Commitment" means the Bank's obligation to make loans to
     the Borrower pursuant to this Agreement.

          1.15.     "Commonly Controlled Entity" means an entity, whether or
     not incorporated, which is under common control with the Borrower within
     the meaning of Section 414(b) or 414(c) of the Code.

          1.16.     "Conversion Date" shall mean the earlier of (i) the date
     upon which the Borrower notifies Bank in writing that no additional
     advances shall be requested under Section 2.2 of this Agreement and the
     $1,250,000 Advancing Term Note, or (ii) April 30, 1998.

          1.17.     "Debt" means, including but not limited to:  (i)
     indebtedness or liability for borrowed money; (ii) obligations evidenced
     by bonds, debentures, notes, or other similar instruments; (iii)
     obligations for the deferred purchase price of property or services
     (including trade obligations); (iv) obligations under letters of credit;
     (vii) obligations under acceptance facilities; (viii) all guaranties,
     endorsements (other than for collection or deposit in the ordinary course
     of business), and other contingent obligations to purchase, to provide
     funds for payment, to supply funds to invest in any Person or entity, or
     otherwise to assure a creditor against loss; and (ix) obligations secured
     by any Liens, whether or not the obligations have been assumed.

          1.18.     "EBIDTA" shall mean net income, plus (i) interest expense,
     (ii) depreciation, depletion, obsolescence and amortization of property,
     (iii) capitalized lease expense, and (iv) tax expense, all determined in
     accordance with GAAP, and for a particular period.

          1.19.     "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended from time to time, and the regulations and published
     interpretations thereof.

          1.20.     "$8,500,000 Revolving Note" shall mean the $8,500,000
     Promissory Note in form and content as set forth on Schedule "1.20"
     attached hereto.

          1.21.     "GAAP" means generally accepted accounting principles in
     the United States, applied on a consistent basis.

          1.22.     INTENTIONALLY OMITTED.

          1.23.     "Guarantors" means, separately and collectively, all of the
     Subsidiaries.

          1.24.     "Guaranty Agreements" means a separate Guaranty Agreement
     from each of the Subsidiaries, all of which shall be substantially in form
     and content as set forth on Schedule "1.24" hereto.

          1.25.     "Initial Default" means any of the events specified in
     Section 9, whether or not any requirement for the giving of notice, the
     lapse of time, or both, or any other condition has been satisfied.

          1.26.     "Lake River Corporation" means Lake River Corporation, an
     Illinois corporation, with principal offices located at 5005 South Harlem
     Avenue, Forest View, Illinois  60102.

          1.27.     "Lake River Corporation Documents" means (i) Certified
     Resolutions evidencing authority for execution of any documents required
     in connection herewith, substantially in the form of Schedule "1.27"
     hereto; (ii) Guaranty Agreement; (iii) Security Agreement; (iv) UCC-1
     Financing Statements; (v) chattel check from Illinois; (vi) Certificate of
     Good Standing from Illinois.

          1.28.     "Letter of Credit" means any letter of credit issued
     pursuant to Section 2.3, for which, when issued, a Letter of Credit Fee
     shall be paid.

          1.29.     "Lien" means any mortgage, pledge, hypothecation,
     assignment, deposit arrangement, encumbrance, lien (statutory or other),
     or preference, priority or other security agreement or preferential
     arrangement of any kind or nature whatsoever (including, without
     limitation, any conditional sale or other title retention agreement, any
     financing lease having substantially the same economic effect as any of
     the foregoing, and the filing of any financing statement under the Uniform
     Commercial Code or comparable law of any jurisdiction in respect of any of
     the foregoing.)

          1.30.     "Loan" means advances under the $8,500,000 Revolving Line
     of Credit, the $3,500,000 Term Loan, and the $1,250,000 Advancing Term
     Loan.

          1.31.     "Loan Documents" means this Agreement, the Notes, the
     Security Agreements, the Guaranty Agreements, the UCC-1 Financing
     Statements and all other instruments, documents or agreements required
     under this Agreement.

          1.32.     "Matured Default" means any of the events specified in
     Section 9, provided that any requirement for the giving of notice, the
     lapse of time, or both, or any other condition has been satisfied.

          1.33.     "Mortgage Amendments" means the amendments to the
     Mortgages, in form and content as set forth on Schedule "1.33" attached
     hereto, to be filed against each of the Mortgaged Properties for the
     purpose of evidencing the current indebtedness.

          1.34.     "Mortgages" means the Real Estate Mortgages and Deeds of
     Trust described on Schedule "1.34" attached hereto, evidencing a first and
     prior lien in favor of Bank as to each of the Mortgaged Properties.

          1.35.     "Mortgaged Properties" means the six Boyles Galvanizing
     Company locations (and related furniture, fixtures and equipment), located
     in St. Louis County, Missouri; Davidson County, Tennessee; Tarrant County,
     Texas; Harris County, Texas; Jefferson County, Kentucky; and Adams County,
     Colorado, the legal descriptions of which are set forth on Schedule "1.35"
     hereto.

          1.36.     "Mortgage Related Documents" means, with regard to each of
     the Mortgaged Properties:

               (i)  an endorsement to each of the existing six title insurance
          policies evidencing a new effective date within twenty (20) days of
          closing, which endorsement must not reflect any new exceptions,
          except those which are reasonably acceptable to Bank;

               (ii) a copy of all environmental reports and all Phase I
          environmental audit performed on the Mortgaged Properties, all of
          which must evidence express language which permis Bank to rely upon
          the contents thereof; and

               (iii)     evidence (e.g., surveyor's certification or title
          insurance endorsement) that none of the Mortgaged Properties are
          located within the 100 year flood plain, according to appropriate
          FEMA rate maps, except for the Mortgaged Properties located in
          (a) Tarrant County, Texas, a portion of which (not including
          structural improvements) is within the 100 year flood plain according
          to that certain letter from Delta Surveying, Inc. dated April 23,
          1997; and (b) Adams County, Colorado, for which no such evidence is
          available.

          1.37.     "Multiemployer Plan" means a Plan described in Section
     4001(a)(3) of ERISA.

          1.38.     "North American Galvanizing Company" means North American
     Galvanizing Company, a Delaware corporation, with principal offices
     located at 1800 West 21st Street, Tulsa, Oklahoma  74107-2712.

          1.39.     "North American Galvanizing Company Documents" means
     (i) Certified Resolutions evidencing authority for execution of any
     documents required in connection herewith, substantially in the form of
     Schedule "1.39" hereto; (ii) Guaranty Agreement; (iii) Security Agreement;
     (iv) UCC-1 Financing Statements; (v) chattel checks from Delaware and
     Oklahoma; and (vi) Certificates of Good Standing from Delaware and
     Oklahoma.

          1.40.     "North American Warehousing Company" means North American
     Warehousing Company, an Illinois corporation, with principal offices
     located at 5005 South Harlem Avenue, Forest View, Illinois  60402.

          1.41.     "North American Warehousing Company" means (i) Certified
     Resolutions evidencing authority for execution of any documents required
     in connection herewith, substantially in the form of Schedule "1.41"
     hereto; (ii) Guaranty Agreement; (iii) Security Agreement; (iv) UCC-1
     Financing Statements; (v) chattel check from Illinois; and
     (vi) Certificate of Good Standing from Illinois.

          1.42.     "Notes" means, separately and collectively, the $8,500,000
     Revolving Note, the $3,500,000 Term Note, and the $1,250,000 Advancing
     Term Note.

          1.43.     "Obligations" means the Obligations defined in Section 3.

          1.44.     "$1,250,000 Advancing Term Note" shall mean the $1,250,000
     Promissory Note in form and content as set forth on Schedule "1.44"
     attached hereto.

          1.45.     "Opinion of Borrower's Counsel" means a legal opinion from
     each Borrower's legal counsel including, without limitation, the opinions
     relating to each Borrower and this loan transaction as set forth on
     Schedule "1.45" attached hereto.

          1.46.     "PBGC" means the Pension Benefit Guaranty Corporation or
     any entity succeeding to any or all of its functions under ERISA.

          1.47.     "Permitted Liens" means, as to Borrower and all
     Subsidiaries:

               (1)  Liens in favor of the Bank;

               (2)  Liens for taxes or assessments or other government charges
          or levies if not yet due and payable or, if due and payable or, if
          they are being contested in good faith by appropriate proceedings and
          for which appropriate reserves are maintained;

               (3)  Liens imposed by law, such as mechanics', materialmen's,
          landlords', warehousemen's, and carriers' liens, and other similar
          Liens, securing obligations incurred in the ordinary course of
          business which are not past due for more than thirty (30) days or
          which are being contested in good faith by appropriate proceedings
          and for which appropriate reserves have been established;

               (4)  Liens under workers' compensation, unemployment insurance,
          Social Security, or similar legislation;

               (5)  Liens, deposits, or pledges to secure the performance of
          bids, tenders, contracts (other than contracts for the payment of
          money), leases (permitted under the terms of this Agreement), public
          or statutory obligations, surety, stay, appeal, indemnity,
          performance or other similar bonds, or other similar obligations
          arising in the ordinary course of business;

               (6)  The Liens described on Schedule "1.47(6);"

               (7)  Judgment and other similar Liens arising in connection with
          court proceedings, provided the execution or other enforcement of
          such Liens is effectively bonded, stayed and the claims secured
          thereby are being actively contested in good faith and by appropriate
          proceedings;

               (8)  Easements, rights-of-way, restrictions, and other similar
          encumbrances which, in the aggregate, do not materially interfere
          with the occupation, use and enjoyment by the Borrower of the
          property or assets encumbered thereby in the normal course of its
          business or materially impair the value of the property subject
          thereto; and 

               (9)  Purchase-money Liens on any property hereafter acquired or
          the assumption of any lien on property existing at the time of such
          acquisition (and not created in contemplation of such acquisition),
          or a Lien incurred in connection with any conditional sale or other
          title retention agreement or a Capital Lease; provided that:

                    (a)  Any property subject to any of the foregoing is
               acquired by the Borrower or any Subsidiary in the ordinary
               course of its business; and

                    (b)  Each such Lien shall attach only to the property so
               acquired and fixed improvements thereon.

          1.48.     "Person" means an individual, partnership, corporation,
     limited liability company, business trust, joint stock company, trust,
     unincorporated association, joint venture, governmental authority, or
     other entity of whatever nature.

          1.49.     "Plan" means any pension plan which is covered by Title IV
     of ERISA and in respect of which the Borrower or a Commonly Controlled
     Entity is an "employer" as defined in Section 3(5) of ERISA.

          1.50.     "Principal Office" means the Bank's main office located at
     Seven East Second Street, Tulsa, Oklahoma, 74172.

          1.51.     "Prohibited Transaction" means any transaction set forth in
     Section 406 of ERISA or Section 4975 of the Code.

          1.52.     "Qualified Inventory" means the inventory (including
     without limitation raw materials such as zinc pigs) of the Subsidiaries,
     (i) that is not subject to rapid material decline in value due to economic
     or market changes, (ii) that is not subject to rapid physical deteriation
     over time, (iii) in which Bank has a first and prior security interest,
     subject to no conflicting security interests or claims, and (iv) that is
     readily marketable.  Bank reserves the right from time to time to
     reasonably apply the foregoing criteria.

          1.53.     "Qualified Receivables" means and includes only accounts
     receivable of the Subsidiaries, which meet the following specifications at
     the time they came into existence and continue to meet the same until
     collected in full.

               1.53.1.   The account is due and payable.  No account shall be
          outstanding for more than ninety (90) days from the date of the
          applicable invoice (or one hundred twenty (120) days for any Bank
          Approved Account Debtor, defined below).

               1.53.2.   The account arose from a bona fide outright sale of
          goods previously made or from the performance of services, but not
          from leasing, and the applicable Subsidiary has possession of or has
          delivered to Bank shipping and delivery receipts evidencing shipment
          of the goods or, if representing services, the services have been
          fully performed for the respective account debtor.

               1.53.3.   The account is not subject to any assignment, claim,
          lien or security interest of any character or subject to any
          attachment, levy, garnishment or other judicial process, except the
          security interest of Bank.

               1.53.4.   The account is not subject to any claim for credit,
          setoff, allowance, adjustment by the account debtor or counterclaim,
          and no Subsidiary has received any notice of any such claim for
          credit, setoff, allowance, adjustment or counterclaim from or on
          behalf of the account debtor.

               1.53.5.   The account arose in the ordinary course of each
          Subsidiary's business and no notice of the bankruptcy, insolvency or
          adverse change in the financial condition of the account debtor has
          been received by any Subsidiary or Bank.

               1.53.6.   Bank has not previously notified any Subsidiary that
          the account or the account debtor is or has become unsatisfactory,
          based upon reasonable credit standards, or the account debtor has
          been adjudicated bankrupt or is subject to a similar proceeding.

               1.53.7.   The account is not evidenced by a judgment, an
          instrument or chattel paper.

               1.53.8.   The account debtor is not a governmental entity or a
          foreign (i.e., residing or incorporated in or organized under a
          jurisdiction outside the United States) person or company and is not
          a parent, subsidiary, officer, employee, director, agent or Affiliate
          of any Subsidiary, and the account debtor and any Subsidiary do not
          have common shareholders, officers or directors; provided that Bank
          specifically excludes any Bank Approved Account Debtor (defined
          below) from this subsection.

               1.53.9.   All receivables of one account debtor shall become
          ineligible if more than 5% (or 20% of any Bank Approved Account
          Debtor) of such receivables are over ninety (90) days past due from
          the date of the invoice.

               1.53.10   The account debtor shall not at any time exceed 10%
          (or 20% as to any Bank Approved Account Debtor or 15% as to
          Reinforcing Services, Inc.) of the total accounts receivable, and it
          is agreed that any amount over 10% (or 20% as to any Bank Approved
          Account Debtor or 15% as to Reinforcing Services, Inc.) will be
          excluded from the Borrowing Base unless specifically waived in
          writing in each instance by Bank in its sole discretion.

               1.53.11.  With regard only to Sections 1.53.1, 1.53.9 and
          1.53.10, the term "Bank Approved Account Debtor" means an express
          written designation given by Bank in its discretion as to an account
          debtor on a semi-annual basis, effective January and July of each
          calendar year.  Borrower shall submit a proposed list of account
          debtors to Bank at least ten (10) days prior to the semi-annual
          designation date, which list must be accompanied by such information
          relating to the proposed account debtor as Bank may reasonably
          require.  Bank shall advise Borrower on or before the applicable
          semi-annual effective date whether any or all of the proposed account
          debtors has been designated as a Bank Approved Account Debtor.  Any
          such designation shall be effective only for the ensuing six (6)
          month period, and any designation by Bank shall have no relevance
          with regard to subsequent designations.  The initially approved Bank
          Approved Account Debtors are described on Schedule "1.53.11" hereto.

          1.54.     "Reportable Event" means any of the events set forth in
     Section 4043 of ERISA.

          1.55.     "Reinforcing Services, Inc." means Reinforcing Services,
     Inc., an Oklahoma corporation with principal offices located at 1800 West
     21st Street, Tulsa, Oklahoma  74107-2712.

          1.56.     "Reinforcing Services, Inc. Documents" means (i) Certified
     Resolutions evidencing authority for execution of any documents required
     in connection herewith, substantially in the form of Schedule "1.56"
     hereto; (ii) Guaranty Agreement; (iii) Security Agreement; (iv) UCC-1
     Financing Statements; (v) chattel check from Oklahoma; and
     (vi) Certificate of Good Standing from Oklahoma.

          1.57.     "Rogers Galvanizing Company - Kansas City" means Rogers
     Galvanizing Company - Kansas City, an Oklahoma corporation, with principal
     offices located at 1800 West 21st Street, Tulsa, Oklahoma  74104-2712.

          1.58.     "Rogers Galvanizing Company - Kansas City Documents" means
     (i) Certified Resolutions evidencing authority for execution of any
     documents required in connection herewith, substantially in the form of
     Schedule "1.58" hereto; (ii) Guaranty Agreement; (iii) Security Agreement;
     (iv) UCC-1 Financing Statements; (v) chattel checks from Oklahoma and
     Missouri; and (vi) Certificates of Good Standing from Oklahoma and
     Missouri.

          1.59.     "Security Agreement" means the Security Agreement in form
     and content as set forth on Schedule "1.59" attached hereto.

          1.60.     "Spin-Galv, Inc." means Spin-Galv, Inc., an Oklahoma
     corporation, with principal offices located at 1800 West 21st Street,
     Tulsa, Oklahoma  74107-2712.

          1.61.     "Spin-Galv, Inc. Documents" means (i) Certified Resolutions
     evidencing authority for execution of any documents required in connection
     herewith, substantially in the form of Schedule "1.61" hereto;
     (ii) Guaranty Agreement; (iii) Security Agreement; (iv) UCC-1 Financing
     Statements; (v) chattel check from Oklahoma; and (vi) Certificate of Good
     Standing from Oklahoma.

          1.62.     "Subsidiaries" means, separately and collectively, Boyles
     Galvanizing Company, Lake River Corporation, North American Galvanizing,
     North American Warehousing Company, Reinforcing Services, Inc., Rogers
     Galvanizing Company - Kansas City, and Spin-Galv, Inc.

          1.63.     "Termination Date" means two (2) years from the date of
     execution hereof.

          1.64.     "$3,500,000 Term Note" shall mean the $3,500,000 Promissory
     Note in form and content as set forth on Schedule "1.64" attached hereto.

          1.65.     "UCC" shall mean the Uniform Commercial Code of the State
     of Oklahoma.

          1.66.     "UCC-1 Chattel Check" means UCC-1 chattel checks from each
     of the Subsidiaries in all locations in which they do business.

          1.67.     "UCC-1 Financing Statement" means a financing statement
     from each of the Subsidiaries, with each substantially in the form as set
     forth on Schedule "1.67" attached hereto, which will be filed with the
     appropriate office and shall evidence perfection of a first and prior
     security interest in the collateral described in the Security Agreements
     in favor of Bank, except for the Permitted Liens.

     2.   AMOUNT AND TERMS OF THE LOANS.

          2.1. $3,500,000 Term Loan.  Subject to the terms and conditions of
     this Agreement, the Bank agrees to loan Borrower $3,500,000, to be further
     evidenced by the $3,500,000 Term Note.  The purpose of the advance under
     the $3,500,000 Term Note is to enable the Borrower to refinance its
     existing Debt with Bank under the Existing Credit Agreement and to
     refinance existing Debt of certain Subsidiaries to NationsBank, N.A.  The
     $3,500,000 Term Loan will be payable in monthly installments of prinicpal
     and interest based upon a five year amortization, with a balloon payment
     due and payable two years from the date hereof, all as more specifically
     described in the $3,500,000 Term Note.

          2.2. $1,250,000 Advancing Term Loan.  Subject to the terms and
     conditions of this Agreement, and so long as no Initial Default or Matured
     Default has occurred, Bank agrees to loan to Borrower such amounts up to
     $1,250,000 as Borrower may request from time to time on or before the
     maturity of the $1,250,000 Advancing Term Note for the purpose of
     financing capital improvements at Borrower's Nashville, Tennessee, and
     Hurst, Texas, facilities, including, but not limited to replacement of a
     building, installation of new hoists and installation of a new kettle. 
     Upon the Conversion Date, the $1,250,000 Advancing Term Loan will be
     repaid in monthly installments of principal and interest based upon a
     seven (7) year amortization, with a final balloon payment to occur upon
     the two year maturity date described in the $1,250,000 Advancing Term
     Note.  The monthly installments will be based upon the balance of all
     advances outstanding on the Conversion Date.

               2.2.1.    $1,250,000 Advancing Term Loan Unused Portion Fee. 
          With regard to the $1,250,000 Advancing Term Loan, Borrower shall,
          from time to time, pay to Bank an unused portion fee in good funds
          equal to one-eighth of one percent per annum on the daily unused
          portion of $1,250,000 Advancing Term Loan, as determined by Bank,
          subject to manifest error, payable quarterly on the tenth (10th) day
          of each quarterly period, commencing the quarter period beginning
          July 1, 1997.

          2.3. $8,500,000 Revolving Line.  Subject to the terms and conditions
     of this Agreement, and so long as no Initial Default or Matured Default
     has occurred, Bank agrees to loan to Borrower (by advancing funds or
     issuing Letters of Credit), such amounts up to $8,500,000 as Borrower may
     request from time to time on or before the maturity of the $8,500,000
     Revolving Note; provided, that the aggregate outstanding principal amount
     of advances (and Letters of Credit) at any time outstanding shall not
     exceed the lesser of (i) $8,500,000, or (ii) the Borrowing Base.  The
     Borrowing Base shall be computed on a monthly basis with information from
     the immediately preceding month.  Borrower agrees to provide Bank on the
     10th day of each month with all Borrowing Base information requested for
     the immediately preceding month, including without limitation a Borrowing
     Base Certificate.  In the event Bank shall make advances or issue Letters
     of Credit in excess of the formula set forth above, any such advance
     shall, nevertheless, be secured by all Collateral.  In the event
     outstanding advances with respect to Qualified Receivables or Qualified
     Inventory fail to comply with the Borrowing Base formula, by reason of any
     accounts receivable or inventory ceasing to be so qualified, for whatever
     reason, then Borrower shall immediately notify Bank of such situation and
     shall, within five (5) Business Days of the imbalance, either (i) reduce
     the amount of the outstanding balances to bring such amounts within the
     Borrowing Base formula, or (ii) provide additional Qualified Receivables
     or Qualified Inventory, without any additional advance being made by Bank
     with respect thereto, necessary to comply with the Borrowing Base formula. 
     Within the limits set forth in this Section 2.3, Borrower may borrow,
     repay and reborrow at any one time and from time to time.

               2.3.1.    Letter of Credit.  A request for Letters of Credit
          shall be made at least two (2) Business Days prior to the proposed
          issuance date.  Borrower shall execute and deliver to Bank such
          instruments, documents and agreements customarily required in
          connection therewith, and Borrower shall pay to Bank on the issuance
          date a Letter of Credit Fee equal to one and one-half percent (1.50%)
          per annum of the face amount of the Letter of Credit.  The expiration
          date of the applicable Letter of Credit shall not exceed the maturity
          date of the $8,500,000 Revolving Note, unless cash equivalent
          collateral (e.g., certificates of deposit) equal to the applicable
          Letter of Credit is pledged to Bank.  Any disbursements under the
          existing Letters of Credit described on Schedule "2.3.1" hereto,
          shall be deemed to have been made hereunder and under the $8,500,000
          Revolving Note.

               2.3.2.    $8,500,000 Line Unused Portion Fee.  With regard to
          the $8,500,000 Revolving Line of Credit, Borrower shall, from time to
          time, pay to Bank an unused portion fee in good funds equal to one-
          eighth of one percent per annum on the daily unused portion of
          $8,500,000 Revolving Line of Credit, as determined by Bank, subject
          to manifest error, payable quarterly on the tenth (10th) day of each
          quarterly period, commencing the quarter period beginning July 1,
          1997.

          2.4. Notice and Manner of Borrowing.  The Borrower shall give the
     Bank at least one (1) Business Day's notice of any Loans under this
     Agreement, specifying the date and amount thereof.  Such notice shall be
     given in writing (either hand delivered, delivered by mail or overnight
     courier, or sent via telefax using telefax number 918-588-6880, Attn: 
     David A. Johnson), or by telephone (with voice verification by the
     appropriate officer).  No later than 10:00 a.m. (Tulsa time) on the date
     of such Loan and upon fulfillment of the applicable conditions, the Bank
     will make such Loan available to the Borrower in immediately available
     funds by crediting the amount thereof to the following account with the
     Bank:  Account styled "Kinark Corporation," No. 207859865.

     3.   SECURITY.  As security for any and all indebtedness, obligations or
liabilities of every kind and description of Borrower to Bank, including,
without limitation, all advances and Loans evidenced by the Notes, and any
other advances or loans made pursuant to this Agreement or any other
instrument, document, agreement executed and/or delivered by Borrower to Bank
in connection herewith, including any extensions, renewals or changes in form
of any of the Notes, and any other obligations or liabilities now existing or
hereafter arising, direct or indirect, absolute or contingent, joint and/or
several, howsoever created or obtained (separately and collectively, the
"Obligations"), Borrower grants or will cause to be granted to Bank the
following liens and security interests ("Collateral") and also agrees as
follows:

          3.1. A first and prior security interest (subject to Permitted Liens)
     in all accounts inventory, equipment, general intangibles and chattel
     paper of all Subsidiaries, whether now owned or hereafter acquired, as
     evidenced by a Security Agreement from each of the Subsidiaries.

          3.2. A first and prior mortgage lien against the Mortgaged
     Properties, as evidenced by the Mortgages and Mortgage Amendments.

          3.3. All proceeds and products of the foregoing.

          3.4. Borrower also agrees to execute and deliver all financing
     statements or other instruments, documents or agreements required by Bank
     in order to effectuate the intent of the parties in connection herewith,
     including without limitation documents necessary for proper perfection as
     deemed necessary and/or advisable by Bank and legal counsel.

     4.   CONDITIONS PRECEDENT.

          4.1. Closing.  The closing shall occur when all conditions described
     in this Section 4.1 have been satisfied.

               4.1.1.    Borrower shall execute and/or deliver to Bank the
          following:

               A.   This Agreement;

               B.   Certificates of Good Standing;

               C.   $8,500,000 Revolving Line Note;

               D.   $3,500,000 Term Note;

               E.   $1,250,000 Advancing Term Note;

               F.   Opinion of Borrower's Counsel;

               G.   Borrower Documents;

               H.   Mortgage Amendments;

               I.   Mortgage Related Documents;

               J.   Boyles Galvanizing Company Documents;

               K.   Lake River Corporation Documents;

               L.   North American Galvanizing Documents;

               M.   North American Warehousing Corporation Documents;

               N.   Reinforcing Services, Inc. Documents;

               O.   Rogers Galvanizing Company - Kansas City Documents;

               P.   Spin-Galv, Inc. Documents;

               Q.   completion of all schedules to this Agreement; and

               R.   any other instruments, documents or agreements reasonably
                    requested by Bank in connection herewith.

               4.1.2.    The following statements shall be true and correct.

               A.   The representations and warranties contained in this
               Agreement and the other Loan Documents shall be true and
               correct; and

               B.   No Initial Default or Matured Default has occurred and is
               continuing or will occur as a result of the execution, delivery
               and/or performance by Borrower under any of the Loan Documents.

               4.1.3.    The Bank shall have received such other approvals,
          opinions, instruments, documents and/or agreements which it may
          reasonably request.

     5.   REPRESENTATIONS AND WARRANTIES.  The Borrower (which term for the
purposes of this Section 5 shall also include the Subsidiaries, separately and
collectively) represents and warrants to the Bank that:

          5.1. Incorporation, Good Standing, and Due Qualification.  Borrower
     is a corporation duly incorporated, validly existing, and in good standing
     under the laws of the State in which it is incorporated; has the corporate
     power and authority to own its assets and to transact the business in
     which it is now engaged or proposed to be engaged; and is duly qualified
     as a foreign corporation and in good standing under the laws of each other
     jurisdiction in which such qualification is required, except such
     jurisdictions where the failure to so qualify would not have a material
     adverse effect on the business of the Borrower.

          5.2. Corporate Power and Authority.  The execution, delivery, and
     performance by Borrower of the Loan Documents have been duly authorized by
     all necessary corporate action and do not and will not (1) require any
     consent or approval of the stockholders which has not been given; (2)
     contravene Borrower's certificate of incorporation or bylaws; (3) violate
     any provision of any law, rule, regulation (including, without limitation,
     Regulations U and X of the Board of Governors of the Federal Reserve
     System), order, writ, judgment, injunction, decree, determination, or
     award presently in effect having applicability to Borrower; (4) result in
     a breach of or constitute a default under any indenture or loan or credit
     agreement or any other agreement, lease, or instrument to which Borrower
     is a party or by which it or its properties may be bound or affected; (5)
     result in, or require, the creation or imposition of any lien, upon or
     with respect to any of the properties now owned or hereafter acquired by
     Borrower; or (6) cause Borrower to be in default under any such law, rule,
     regulation, order, writ, judgment, injunction, decree, determination, or
     award or any such indenture, agreement, lease, or instrument.

          5.3. Legally Enforceable Agreement.  This Agreement is, and each of
     the other Loan Documents to which Borrower is a party, when executed and
     delivered under this Agreement, will be, legal, valid, and binding
     obligations of Borrower, enforceable against Borrower in accordance with
     their respective terms, except to the extent that such enforcement may be
     limited by applicable bankruptcy, insolvency, and other similar laws
     affecting creditors' rights generally.

          5.4. Financial Statements.  The consolidated and consolidating
     financial statements of Borrower and the Subsidiaries for the twelve (12)
     months ended December 31, 1998, are complete and correct and fairly
     present the financial condition of Borrower and its Subsidiaries at such
     dates and the results of the operations of Borrower and its Subsidiaries
     for the periods covered by such statements, all in accordance with GAAP
     consistently applied (subject to year-end adjustments in the case of the
     interim financial statements), and since December 31, 1996, there has been
     no material adverse change in the condition (financial or otherwise),
     business, or operations of Borrower or its Subsidiaries.  There are no
     liabilities of Borrower or its Subsidiaries, fixed or contingent, which
     are material but not reflected in such financial statements or in the
     notes thereto, other than liabilities arising in the ordinary course of
     business since December 31, 1996.  No information, exhibit, or report
     furnished by the Borrower to the Bank in connection with the negotiation
     of this Agreement contains any material misstatement of fact or omits to
     state a material fact or any fact necessary to make the statement
     contained therein no materiall misleading.

          5.5. Labor Disputes and Acts of God.  Neither the business nor the
     properties of Borrower is affected by any fire, explosion, accident,
     strike, lockout or other labor dispute, drought, storm, hail, earthquake,
     embargo, act of God or other casualty (whether or not covered by
     insurance), materially adversely affecting such business or the operation
     of Borrower.

          5.6. Other Agreements.  Borrower is not a party to any indenture,
     loan, or credit agreement, or to any lease or other agreement or
     instrument, or subject to any charter or corporate restriction, which
     could have a material adverse effect on the business, properties, assets,
     operations, or condition, financial or otherwise, of Borrower or the
     ability of Borrower to carry out its obligations under the Loan Documents. 
     Borrower is not in material default in any respect in the performance,
     observance, or fulfillment of any of the obligations, covenants, or
     conditions contained in any agreement or instrument material to its
     business to which it is a party.

          5.7. Litigation.  Except as set forth in reasonable detail in
     Schedule "5.7", there is no pending or threatened action or proceeding
     against or affecting Borrower before any court, governmental agency or
     arbitrator, which may, in any one case or in the aggregate, materially
     adversely affect the financial condition, operations, properties, or
     business of Borrower or the ability of Borrower to perform its obligations
     under the Loan Documents.

          5.8. Ownership and Liens.  Borrower has title to, or valid leasehold
     interests in, all of its properties and assets, real and personal,
     including the properties and assets and leasehold interest reflected in
     the financial statements referred to in Section 5.4, and none of the
     properties and assets owned by Borrower, and none of its leasehold
     interests, are subject to any lien, except the Permitted Liens.

          5.9. ERISA.  Borrower is in compliance in all material respects with
     all applicable provisions of ERISA.  Neither a Reportable Event nor a
     Prohibited Transaction has occurred and is continuing with respect to any
     Plan; no notice of intent to terminate a Plan has been filed, nor has any
     Plan been terminated; no circumstances exist which constitute grounds
     entitling the PBGC to institute proceedings to terminate, or appoint a
     trustee to administer, a Plan, nor has the PBGC instituted any such
     proceedings; neither Borrower nor any Commonly Controlled Entity has
     completely or partially withdrawn from a Multiemployer Plan; Borrower and
     each Commonly Controlled Entity have met their minimum funding
     requirements under ERISA with respect to all of their Plans and the
     present value of all vested benefits under each Plan exceeds the fair
     market value of all Plan assets allocable to such benefits, as determined
     on the most recent valuation date of the Plan and in accordance with the
     provisions of ERISA; and neither Borrower nor any Commonly Controlled
     Entity has incurred any liability to the PBGC under ERISA.

          5.10.     Operation of Business.  Borrower possesses all licenses,
     permits, franchises, patents, copyrights, trademarks, and trade names, or
     rights thereto, to conduct its business substantially as now conducted and
     as presently proposed to be conducted, and Borrower is not in violation of
     any valid rights of others with respect to any of the foregoing.

          5.11.     Taxes.  Borrower has filed all tax returns (federal, state
     and local) required to be filed and have paid all taxes, assessments, and
     governmental charges and levies thereon to be due, including interest and
     penalties.

          5.12 Debt.  Schedule "5.12" is a complete and correct list of all
     credit agreements, indentures, purchase agreements, guaranties, Capital
     Leases, and other investments, agreements, and arrangements presently in
     effect providing for or relating to extensions of credit (including
     agreements and arrangements for the issuance of letters of credit or for
     acceptance financing) in respect of which Borrower is in any manner
     directly or contingently obligated; and the maximum principal or face
     amounts of the debt in question, which are outstanding and which can be
     outstanding, are correctly stated, and all liens of any nature given or
     agreed to be given as security therefor are correctly described or
     indicated in such Schedule.  With regard to any guaranty or other
     contingent obligation of Borrower, Borrower shall promptly notify Bank in
     the event any such obligation becomes non-contingent.

          5.13.     Environment.  Borrower has duly complied with, and its
     business, operations, assets, equipment, property, leaseholds, or other
     facilities are in compliance with, the provisions of all federal, state,
     and local environmental, health and safety laws, codes and ordinances, and
     all rules and regulations promulgated thereunder.  Borrower has been
     issued and will maintain all required federal, state, and local permits,
     licenses, certificates and approvals relating to (1) air emissions; (2)
     discharges to surface or groundwater; (3) noise emissions; (4) solid or
     liquid waste disposal; (5) the use, generation, storage, transportation or
     disposal or toxic or hazardous substances or wastes (intended hereby and
     hereafter to include any and all such materials listed in any federal,
     state, or local law, code or ordinance, and all rules and regulations
     promulgated thereunder as hazardous or potentially hazardous); or (6)
     other environmental, health or safety matters.  Borrower has not received
     notice of, nor to its best knowledge knows of or suspects, facts which
     might constitute any violations of any federal, state or local
     environmental,health, or safety laws, codes or ordinances, and any rules
     or regulations promulgated thereunder with respect to its business,
     operations, assets, equipment, property, leaseholds, or other facilities. 
     To Borrower's best knowledge, there has been no material emission, spill,
     release, or discharge into or upon (1) the air; (2) soils, or any
     improvements located thereon; (3) surface water or groundwater; or (4) the
     sewer, septic system or waste treatment, storage or disposal system
     servicing the premises, of any toxic or hazardous substances or wastes at
     or from the premises, except as expressly permitted by operation of law or
     permit to discharge; and accordingly the premises of the Borrower is free
     of all such toxic or hazardous substances or wastes, except such toxic or
     hazardous substances or wastes which are customarily used in the
     Borrower's business.  Except as disclosed in writing to Bank, there has
     been no complaint, order, directive, claim, citation, or notice by any
     governmental authority or any person or entity with respect to (1) air
     emissions; (2) spills, releases, or discharges to soils or improvements
     located thereon, surface water, groundwater or the sewer, septic system or
     waste treatment, storage or disposal systems servicing the premises; (3)
     noise emissions; (4) solid or liquid waste disposal; (5) the use,
     generation, storage, transportation, or disposal of toxic or hazardous
     substances or waste; or (6) other environmental, health, or safety matters
     affecting Borrower or its business, operations, assets, equipment,
     property, leaseholds, or other facilities.  Borrower has no indebtedness,
     obligation, or liability, absolute or contingent, matured or not matured,
     with respect to the storage, treatment, cleanup or disposal of any solid
     wastes, hazardous wastes or other toxic or hazardous substances (including
     without limitation any such indebtedness, obligation, or liability with
     respect to any current regulation, law, or statute regarding such storage,
     treatment, cleanup or disposal).

     6.   AFFIRMATIVE COVENANTS.  So long as any Note shall remain unpaid or
the Bank shall have any Commitment under this Agreement, Borrower (which term
for purposes of this Section 6 shall also include the Subsidiaries, separately
and collectively) will comply with the following:

          6.1. Maintenance of Existence.  Preserve and maintain its corporate
     existence and good standing in the states in which it does business, and
     qualify and remain qualified as a foreign corporation in each jurisdiction
     in which such qualification is required, except such jurisdictions where
     the failure to so qualify would not have a material adverse effect on the
     business of the Borrower.

          6.2. Maintenance of Records.  Keep adequate records and books of
     account, in which complete entries will be made in accordance with GAAP
     consistently applied, reflecting all financial transactions.

          6.3. Maintenance of Properties.  Maintain, keep, and preserve all of
     its properties (tangible and intangible) necessary or useful in the proper
     conduct of its business in good working order and condition, ordinary wear
     and tear excepted.

          6.4. Lockbox.  Borrower and all Subsidiaries shall maintain a lockbox
     in Bank pursuant to an agreement in form and substance satisfactory to
     Bank which shall provide, in part, that:  (a) Borrower shall deposit all
     checks and other instruments with respect to its notes, chattel paper or
     accounts receivable in the form received by them in the lockbox, (b)
     unless otherwise directed by Bank, Borrower shall direct its debtors and
     customers to make all payments in respect to their accounts receivable
     directly to the lockbox at Bank, (c) Bank shall deposit all items received
     by it to accounts designated by the Bank for the Borrower, provided no
     Matured Default shall have occurred and be continuing, and (d) if a
     Matured Default shall have occurred and be continuing, all such payments
     may be applied to the Obligations, at such times and in such order as Bank
     may elect.

          6.5. Conduct of Business.  Continue to engage in an efficient and
     economical manner in businesses of the same general type as conducted by
     it on the date of this Agreement.

          6.6. Maintenance of Insurance.  Borrower will keep or cause to be
     kept adequately insured by financially sound and reputable insurers its
     plant, equipment, motor vehicles, and all other property of a character
     usually insured by businesses engaged in the same or similar businesses,
     and as reasonably required by Bank.  Bank shall be included as a "loss
     payee" on all property insurance and an "additional insured" on all
     liability insurance policies affecting the Mortgaged Properties. 
     Certificates evidencing the foregoing shall be delivered to Bank at
     closing.

          6.7. Compliance with Laws.  Comply in all material respects with all
     applicable laws, rules, regulations, and orders, such compliance to
     include, without limitation, paying before the same become delinquent all
     taxes, assessments, and governmental charges imposed upon it or upon its
     property, except those which are being contested in good faith by
     appropriate proceedings and with respect to which adequate reserves have
     been set aside.

          6.9. Right of Inspection.  At any reasonable time and from time to
     time, and following twenty-four (24) hours prior written notice, permit
     the Bank or any agent or representative thereof, to reasonably examine and
     make copies of and abstracts from the records and books of account of, and
     visit the properties of, Borrower, and to discuss the affairs, finances,
     and accounts of Borrower with any of its officers and directors and
     Borrower's independent accountants.  Bank contemplates conducting at least
     semi-annual field audits of the Borrower's property.

          6.9. Reporting Requirements.  Furnish to Bank:

               6.9.1.    Quarterly Financial Statements.  As soon as available
          and in any event within forty-five (45) days after the end of each
          fiscal quarter of Borrower, commencing with the quarter ending March
          31, 1997, Borrower shall deliver to Bank for Borrower and its
          Subsidiaries the consolidated and consolidating interim balance
          sheets as of the end of such quarter, statements of income and
          retained earnings for the period commencing at the end of the
          previous fiscal year and ending with the end of such quarter, and
          statements of cash flow for the portion of the fiscal year ended with
          the last day of such quarter, all in sufficient detail and stating in
          comparative form the respective figures for the corresponding date
          and period in the previous fiscal year all prepared in accordance
          with GAAP consistently applied and certified by the chief financial
          officer of Borrower (subject to normal year end audit adjustments).

               6.9.2.    Annual Financial Statements.  As soon as available and
          in any event within ninety (90) days after the end of each fiscal
          year of Borrower, commencing with the fiscal year ending December 31,
          1996, Borrower shall deliver to Bank for Borrower and its
          Subsidiaries the consolidated and consolidating balance sheets as of
          the end of such fiscal year, statements of income and retained
          earnings for such fiscal year, with explanatory footnotes in
          sufficient detail acceptable to the Bank, and statements of cash flow 
          for such fiscal year, with explanatory footnotes in sufficient detail
          acceptable to the Bank, and stating in comparative form the
          respective figures for the corresponding date and period in the prior
          fiscal year and all prepared in accordance with GAAP consistently
          applied and as to the consolidated and consolidating statements
          accompanied by an unqualified opinion thereon acceptable to the Bank
          by independent accountants selected by Borrower and acceptable to the
          Bank;

               6.9.3.    Management Letters.  Promptly upon receipt thereof,
          copies of any reports submitted to Borrower by independent certified
          public accountants in connection with examination of the financial
          statements of Borrower or any of its Subsidiaries made by such
          accountants;

               6.9.4.    Certificate of No Default.  Within twenty (20)days
          after the end of each of the quarters of each fiscal year of Borrower
          a certificate of the chief financial officer of Borrower (a)
          certifying that, to the best of Borrower's  knowledge, no Initial
          Default or Matured Default has occurred and is continuing, or if an
          Initial Default or Matured Default has occurred and is continuing, a
          statement as to the nature thereof and the action which is proposed
          to be taken with respect thereto, and (b) with computations
          demonstrating compliance with the covenants contained in Section 8;

               6.9.5.    Notice of Litigation.  Promptly after the commencement
          thereof, notice of all actions, suits, and proceedings before any
          court or governmental department, commission, board, bureau, agency,
          or instrumentality, domestic or foreign, affecting Borrower, which,
          if determined adversely to Borrower, could have a material adverse
          effect on the financial condition, properties, or operations of
          Borrower;

               6.9.6.    Notice of Initial Defaults and Matured Defaults.  As
          soon as possible and in any event within five (5) days after the
          occurrence of each Initial Default or Matured Default, a written
          notice setting forth the details of such Initial Default or Matured
          Default and the action which is proposed to be taken by the Borrower
          with respect thereto;

               6.9.7.    ERISA Reports.  As soon as possible, and in any event
          within thirty (30) days after Borrower knows or has reason to know
          that any circumstances exist that constitute grounds entitling the
          PBGC to institute proceedings to terminate a Plan subject to ERISA
          with respect to Borrower or any commonly controlled Entity, and
          promptly but in any event within two (2) Business Days of receipt by
          the Borrower or any Commonly Controlled Entity of notice that the
          PBGC intends to terminate a Plan or appoint a trustee to administer
          the same, and promptly but in any event within five (5) Business Days
          of the receipt of notice concerning the imposition of withdrawal
          liability with respect to Borrower or any Commonly Controlled Entity,
          the Borrower will deliver to the Bank a certificate of the chief
          financial officer of the Borrower setting forth all relevant details
          and the action which the Borrower proposes to take with respect
          thereto;

               6.9.8.    Reports to Other Creditors.  Promptly after the
          furnishing thereof, copies of any statement or report furnished to
          any other party pursuant to the terms of any indenture, loan, credit,
          or similar agreement and not otherwise required to be furnished to
          the Bank pursuant to any other clause of this Section 6.;

               6.9.9.    Proxy Statements, etc.  Promptly after the sending or
          filing thereof, copies of all proxy statements, financial statements,
          and reports which Borrower sends to its stockholders, and copies of
          all regular, periodic, and special reports, and all registration
          statements which Borrower files with the Securities and Exchange
          Commission or any governmental authority which may be substituted
          therefor, or with any national securities exchange; and

               6.9.10.   General Information.  Such other information
          respecting the condition or operations, financial or otherwise, of
          Borrower as the Bank may from time to time reasonably request.

          6.10.     Environment.  Be and remain in material compliance with the
     provisions of all federal, state, and local environmental, health and
     safety laws, codes and ordinances, and all rules and regulations issued
     thereunder; notify the Bank within three (3) business day of any notice of
     a hazardous discharge or environmental complaint received from any
     governmental agency or any other party; notify the Bank within three (3)
     business day of any hazardous discharge from or affecting its premises;
     promptly contain and remove the same, in compliance with all applicable
     laws; promptly pay any fine or penalty assessed in connection therewith,
     except those which are contested in good faith by appropriate proceedings
     and with respect to which adequate reserves have been set aside; permit
     the Bank to inspect the premises, to conduct tests thereon, and to inspect
     all books, correspondence, and records pertaining thereto; and at the
     Bank's request, and at Borrower's expense, provide a report of a qualified
     environmental engineer, satisfactory in scope, form, and content to the
     Bank, and such other and further assurances reasonably satisfactory to the
     Bank that the condition has been corrected.

          6.11.     Operating Accounts.  Maintain its primary operating
     accounts at Bank.

     7.   NEGATIVE COVENANTS.  So long as any Notes shall remain unpaid or the
Bank shall have any Commitment under this Agreement or any letter of credit
issued in connection herewith, Borrower (which term for purposes of this
Section 7 shall include the Subsidiaries, separately and collectively) will
not, without the prior written consent of Bank:

          7.1. Negative Pledge.  Create, incur, permit or suffer to exist any
     Liens upon any of its assets or properties, now owned or hereafter
     acquired, except for the Permitted Liens.

          7.2. Debt.  Create, incur, assume, or suffer to exist any Debt,
     except:

               (1)  Indebtedness arising out of this Agreement;

               (2)  Purchase money indebtedness not to exceed $500,000 in the
          aggregate for any given fiscal year; 

               (3)  Current liabilities for taxes and assessments incurred in
          the ordinary course of business;

               (4)  Indebtedness in respect of current accounts payable or
          accrued (other than for borrowed funds or purchase money obligations)
          and incurred in the ordinary course of business, provided that all
          such liabilities, accounts and claims shall be promptly paid and
          discharged when due or in conformity with customary trade terms; 

               (5)  Debt described in Schedule "5.12" but no voluntary
          prepayment, renewals, extensions, or refinancings thereof, without
          the prior written consent of Bank;

               (6)  Unsecured non-Bank Debt in addition to the debt described
          in Schedule "5.12" not to exceed $500,000 for the Borrower in the
          aggregate in any given fiscal year; and

               (7)  Accounts payable to trade creditors for goods or services
          which are not past due more than ninety (90) days from the billing
          date, in each case incurred in the ordinary course of business, as
          presently conducted, and paid within the specified time, unless
          contested in good faith and by appropriate proceedings.

          7.3. Mergers, etc.  Wind up, liquidate or dissolve itself,
     reorganize, merge or consolidate with or into, or convey, sell, assign,
     transfer, lease, or otherwise dispose of (whether in one transaction or in
     a series of transactions) all or substantially all of its assets (whether
     now owned or hereafter acquired) to any Person; except that Borrower may
     merge Boyles Galvanizing Company with and into North American Galvanizing
     Company without the prior consent of Bank; provided, that evidence of such
     merger (e.g., Certificate of Merger filed in the appropriate locations)
     must be delivered within ten (10) days of the merger and Borrower agrees
     to execute and/or deliver any instruments, documents or agreements
     requested by Bank which Bank deems necessary to confirm, ratify and
     maintain the security interests and mortgage liens granted to Bank.

          7.4. Leases.  Without Bank's prior written consent, create, incur,
     assume, or suffer to exist, any obligation as lessee for the rental or
     hire of any real or personal property, except (1) leases existing on the
     date of this Agreement and any extensions or renewals thereof and (2)
     leases (other than Capital Leases) which do not in the aggregate require
     Borrower to make payments (including taxes, insurance, maintenance, and
     similar expenses which the Borrower is required to pay under the terms of
     any lease) in any fiscal year of Borrower in excess of Fifty Thousand and
     no/100ths Dollars ($50,000).  Bank agrees not to unreasonably withhold its
     consent and will endeavor to respond within ten (10) days to Borrower's
     request therefor.

          7.5. Sale and Leaseback.  Sell, transfer, or otherwise dispose of any
     real or personal property to any Person and thereafter directly or
     indirectly lease back the same or similar property.

          7.6. Dividends.  So long as any Matured Default or Initial Default
     exists, declare or pay any dividends; or purchase, redeem, retire, or
     otherwise acquire for value any of its capital stock now or hereafter
     outstanding; or make any distribution of assets to its stockholders as
     such whether in cash, assets, or in obligations of the Borrower; or
     allocate or otherwise set apart any sum for the payment of any dividend or
     distribution on, or for the purchase, redemption, or retirement of any
     shares of its capital stock; or make any distribution by reduction of
     capital or otherwise in respect of any shares of its capital stock.

          7.7. Sale of Assets.  Sell, lease, assign, transfer, or otherwise
     dispose of, any of its now owned or hereafter acquired assets (including,
     without limitation, shares of stock, receivables, and leasehold
     interests), except:  (1) inventory disposed of or leased in the ordinary
     course of business; (2) the sale or other disposition of assets no longer
     used or useful in the conduct of its business; and (3) treasury stock.

          7.8. Investments.  Make any loan or advance to any Person (excluding
     any Subsidiary), or purchase or otherwise acquire, any capital stock,
     assets, obligations, or other securities of, make any capital contribution
     to, or otherwise invest in or acquire any interest in any Person, or
     participate as a partner of joint venturer with any other Person, except: 
     (1) direct obligations of the United States or any agency thereof with
     maturities of one year or less from the date of acquisition;
     (2) commercial paper of a domestic issuer rated at least "A-1" by Standard
     & Poor's Corporation or "P-1" by Moody's Investors Service, Inc.;
     (3) certificates of deposit with maturities of one year or less from the
     date of acquisition issued by any commercial bank reasonably acceptable to
     Bank; and (4) stock, obligations, or securities received in settlement of
     debts (created in the ordinary course of business) owing to a Subsidiary.

          7.9. Guaranties, etc.  Assume, guaranty, endorse, or otherwise be or
     become directly or contingently responsible or liable (including, but not
     limited to, an agreement to purchase any obligation, stock, assets, goods,
     or services, or to supply or advance any funds, assets, goods, or
     services, or an agreement to maintain or cause such Person to maintain a
     minimum working capital net worth, or otherwise to assure the creditors of
     any Person against loss), for obligations of any Person, except guaranties
     by endorsement of negotiable instruments for deposits or collection or
     similar transactions in the ordinary course of business.

          7.10.     Transactions with Affiliates.  Enter into any transaction,
     including, without limitation, the purchase, sale, or exchange of property
     or the rendering of any service, with any Affiliate, except in the
     ordinary course of and pursuant to the reasonable requirements of each
     Borrower's business and upon fair and reasonable terms no less favorable
     to the Borrower than would obtain in a comparable arm's-length transaction
     with a Person not an Affiliate.

     8.   FINANCIAL COVENANTS.  So long as any Notes shall remain unpaid or the
Bank shall have any Commitment under this Agreement, Borrower shall comply with
the following on a consolidated basis, calculated quarterly for the preceding
rolling four (4) quarter period, in accordance with GAAP:

          8.1. Current Ratio.  Maintain at all times a ratio of current assets
     to current liabilities (excluding any outstanding balance under the
     $8,500,000 Revolving Note) of not less than 1.3 to 1.

          8.2. Leverage Ratio.  Maintain at all times a ratio of total
     liabilities to net worth of not greater than 2.0 to 1.

          8.3. Minimum Net Worth.  Maintain at all times a minimum net worth
     equal to or in excess of $16,000,000.

          8.4. Minimum Cash Flow Coverage.  Maintain at all times a ratio
     ("Cash Flow Coverage Ratio") of (i) minimum cash flow (defined as net
     income, plus interest, non-cash deferred taxes, depreciation and
     amortization) to (ii) debt service (defined as current maturity long-term
     debt, including Capital Lease payments, plus interest, but excluding any
     advances under the $8,500,000 Revolving Note) in excess of 1.75 to 1.

          7.5. Capital Expenditures.  Capital expenditures shall be limited to
     a minimum of 1 to 1 coverage ratio of (i) EBITDA, divided by
     (ii) principal plus interest and cash capital expenditures (excluding
     capital expenditures funded under the $1,250,000 Advancing Term Loan).

     9.   EVENTS OF DEFAULT.

          9.1. Events of Default.  If any of the following events shall occur:

               (1)  Borrower should fail to pay the principal of, or interest
          on, the Notes, or any amount of a commitment or other fee within five
          (5) days as and when due and payable;

               (2)  Any representation or warranty made or deemed made by
          Borrower in this Agreement or any Security Agreement or which is
          contained in any certificate, document, opinion, or financial or
          other statement furnished at any time under or in connection with any
          Loan Document shall prove to have been incorrect, incomplete, or
          misleading in any material respect on or as of the date made or
          deemed made;

               (3)  Borrower shall fail to perform or observe any term,
          covenant, or agreement contained in this Agreement or any Loan
          Document;

               (4)  Borrower shall (a) fail to pay any indebtedness for
          borrowed money (other than the Notes) or any interest or premium
          thereon, when due (whether by scheduled maturity, required
          prepayment, acceleration, demand, or otherwise); or (b) fail to
          perform or observe any term, covenant, or condition on its part
          required to be performed or observed under any agreement or
          instrument relating to any such indebtedness, when required to be
          performed or observed, if the effect of such failure to perform or
          observe is to accelerate, or to permit the acceleration of, after the
          giving of any applicable notice or passage of time, or both, the
          maturity of such indebtedness, whether or not such failure to perform
          or observe shall be waived by the holder of such indebtedness, or any
          such indebtedness shall be declared to be due and payable, or
          required to be prepaid (other than by a regularly scheduled required
          prepayment), prior to the stated maturity thereof;

               (5)  Borrower or any Guarantor (a) shall generally not pay, or
          shall be unable to pay, or shall admit in writing its inability to
          pay its debts as such debts become due; or (b) shall make an
          assignment for the benefit of creditors, or petition or apply to any
          court of competent jurisdiction for the appointment of a custodian,
          receiver, or trustee for it or a substantial part of its assets; or
          (c) shall commence any proceeding under any bankruptcy,
          reorganization, arrangement, readjustment of debt, dissolution, or
          liquidation law or statute of any jurisdiction, whether now or
          hereafter in effect; or (d) shall have had any such petition or
          application filed or any such proceeding commenced against it in
          which an order for relief is entered or an adjudication or
          appointment is made, and which remains undismissed for a period of
          thirty (30) days or more; or (e) shall take any corporate action
          indicating its consent to, approval of, or acquiescence in any such
          petition, application, proceeding, or order for relief or the
          appointment of a custodian, receiver, or trustee for all or any
          substantial part of its properties; or (f) shall suffer such
          custodianship, receivership, or trusteeship to continue undischarged
          for a period of thirty (30) days or more.

               (6)  One or more judgments, decrees, or orders for the payment
          of money in excess of Fifty Thousand and no/100ths Dollars
          ($50,000.00) in the aggregate shall be rendered against Borrower, and
          such judgments, decrees, or order shall continue unsatisfied and in
          effect for a period of twenty (20) consecutive days without being
          vacated, discharged, satisfied, or stayed or bonded pending appeal;

               (7)  The Collateral documents shall at any time after their
          execution and delivery and for any reason cease:  (a) to create a
          valid and perfected first priority security interest in and to the
          property purported to be subject to such Collateral documents
          (subject to Permitted Liens); or (b) to be in full force and effect
          or shall be declared null and void, or the validity or enforceability
          thereof shall be contested by Borrower, or Borrower shall deny it has
          any further liability or obligation under the Collateral documents,
          or Borrower shall fail to perform any of its obligations under the
          Collateral documents; or the Guaranty Agreements are declared null
          and void, or the validity or enforceability thereof shall be
          contested, or liability thereunder is denied;

               (8)  Any of the following events shall occur or exist with
          respect to any Borrower and any Commonly Controlled Entity under
          ERISA: any Reportable Event shall occur; complete or partial
          withdrawal from any Multiemployer Plans shall occur; any Prohibited
          Transaction shall occur; a notice of intent to terminate a Plan shall
          be filed, or a Plan shall be terminated; or circumstances shall exist
          which constitute grounds entitling the PBGC to institute proceedings
          to terminate a Plan, or the PBGC shall institute such proceedings;
          and in each case above, such event or condition, together with all
          other events or conditions, if any, could subject Borrower to any
          tax, penalty, or other liability which in the aggregate may exceed
          Fifty Thousand and no/100ths Dollars ($50,000.00); or

               (9)  If the Bank receives its first notice of a hazardous
          discharge or an environmental complaint from a source other than
          Borrower, and the Bank does not receive notice (which may be given in
          oral form, provided same is followed with all due dispatch by written
          notice by Certified Mail, Return Receipt Requested) of such hazardous
          discharge or environmental complaint from  Borrower within twenty-
          four (24) hours of the time the Bank first receives said notice from
          a source other than any Borrower; or if any federal, state, or local
          agency asserts or creates a Lien upon any or all of the assets,
          equipment, property, leaseholds, or other facilities of the Borrower
          by reason of the occurrence of a hazardous discharge or an
          environmental complaint; or if any federal, state, or local agency
          asserts a claim against Borrower and/or its assets, equipment,
          property, leaseholds, or other facilities for damages or cleanup
          costs relating to a hazardous discharge or an environmental
          complaint; provided, however, that such claim shall not constitute a
          default if, within five (5) Business Days of the occurrence giving
          rise to the claim, (a) the Borrower can demonstrate to the Bank's
          satisfaction that the Borrower has commenced and is diligently
          pursuing either:  (i) a cure or correction of the event which
          constitutes the basis for the claim, and continues diligently to
          pursue such cure or correction to completion or (ii) proceedings for
          an injunction, a restraining order, or other appropriate relief
          preventing such agency or agencies from asserting such claim, which
          relief is granted within ten (10) Business Days of the occurrence
          giving rise to the claim and the injunction, order, or relief is not
          thereafter resolved or reversed on appeal; and (b) the Borrower has
          posted a bond, letter of credit, or other security satisfactory in
          form, substance, and amount to both the Bank and the agency or entity
          asserting the claim to secure the proper and complete cure or
          correction of the event which constitutes the basis for the claim.

then, and in any such event, the Bank may, following a twenty (20) day written
notice and cure period as to matters set forth under (2), (3), (4), (7), (8)
and (9) under this Section 9.1, (a) declare its obligation to make loans to be
terminated, whereupon the same shall forthwith terminate; and/or (b) declare
the outstanding Notes, all interest thereon, and all other amounts payable
under this Agreement to be forthwith due and payable, whereupon the Notes, all
such interest, and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest, or further notice of any kind,
all of which are hereby expressly waived by the Borrower.

     Upon the occurrence and during the continuance of a Matured Default, the
Bank is hereby authorized at any time and from time to time, without further
notice to Borrower (any such notice being expressly waived by the Borrower), to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement, the Notes or any other Loan Document, irrespective of whether or not
the Bank shall have made any demand under this Agreement or the Notes or such
other Loan document and although such obligations may be unmatured.  Bank
agrees to promptly notify Borrower of any such set-off and application.  The
rights of the Bank under this Section are in addition to other rights and
remedies (including, without limitation, other rights of setoff) which the Bank
may have, in this Agreement, any other loan document or at law or equity,
including without limitation the right to accelerate the Notes upon the
occurrence of a Matured Default.

     10.  MISCELLANEOUS.

          10.1.Amendments, etc.  No amendment, modification, termination, or
     waiver of any provision of any Loan Document to which the Borrower is a
     party, nor consent to any departure by the Borrower from any Loan Document
     to which it is a party, shall in any event be effective unless the same
     shall be in writing and signed by the Bank, and then such waiver or
     consent shall be effective only in the specific instance and for the
     specific purpose for which given.

          10.2.Notices, etc.  All notices and other communications provided for
     under this Agreement and under the other Loan Documents to which the
     Borrower is a party shall be in writing (including telegraphic, telex, and
     facsimile transmission) and mailed or transmitted or delivered:

               If to the Borrower:

               Kinark Corporation
               7060 South Yale, #603
               Tulsa, Oklahoma  74136
               Attn:  Paul Chastain, Vice President & CFO
               Telefax:  (918) 494-3999

               with a copy to:

               Nelson, Mullins, Riley & Scarborough, L.L.P.
               999 Peachtree Street N.E., Suite 1400
               Atlanta, Georgia  30309
               Attn:  Paul A. Quiros

               If to Bank:

               Bank of Oklahoma, N.A.
               P. O. Box 2300
               Tulsa, Oklahoma  74192
               Attn:  David A. Johnson
               Telefax:  918-588-6880

or at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section 10.2.  Except as is otherwise provided in this Agreement, all such
notices and communications shall be effective when deposited in the mails
addressed as aforesaid, except that notices for advances to the Bank pursuant
to the provisions of Section 2.4 shall not be effective until received by the 
Bank.

          10.3.     No Waiver.  No failure or delay on the part of the Bank in
     exercising any right, power or remedy hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise of any such right,
     power, or remedy preclude any other or further exercise thereof or the
     exercise of any other right, power, or remedy hereunder.  The rights and
     remedies provided herein are cumulative, and are not exclusive of any
     other rights, powers, privileges, or remedies, now or hereafter existing,
     at law or in equity or otherwise.

          10.4.     Successors and Assigns.  This Agreement shall be binding
     upon and inure to the benefit of the Borrower and the Bank and their
     respective successors and assigns, except that the Borrower may not assign
     or transfer any of its rights under any Loan Document to which the
     Borrower is a party without the prior written consent of the Bank.

          10.5.     Costs, Expenses and Taxes.  The Borrower agrees to pay on
     demand all costs and expenses incurred by the Bank in connection with the
     preparation, execution, delivery, filing, and initial administration of
     the Loan Documents, including without limitation the fees of Riggs, Abney,
     Neal, Turpen, Orbison & Lewis, not to exceed $10,000, and of any
     amendment, modification, or supplement to the Loan Documents, including,
     without limitation, the fees and out-of-pocket expenses of counsel for the
     Bank, incurred in connection with advising the Bank as to its rights and
     responsibilities hereunder.  The Borrower also agrees to pay all such
     costs, expenses and fees, including court costs, incurred in connection
     with enforcement of the Loan Documents, or any amendment, modification, or
     supplement thereto, whether by negotiation, legal proceedings, or
     otherwise.  In addition, the Borrower shall pay any and all stamp and
     other taxes (but not mortgage registration taxes where local law prohibits
     Borrower from doing so) and fees payable or determined to be payable in
     connection with the execution, delivery, filing, and recording of any of
     the Loan Documents and the other documents to be delivered under any such
     Loan Documents, and agrees to hold the Bank harmless from and against any
     and all liabilities with respect to or resulting from any delay in paying
     or omission to pay such taxes and fees.  This provision shall survive
     termination of this Agreement.

          10.6.     Integration.  This Agreement and the Loan Documents contain
     the entire agreement between the parties relating to the subject matter
     hereof and supersede all prior and contemporaneous oral statements and
     writings with respect thereto.

          10.7.     Indemnity.  The Borrower hereby agrees to defend,
     indemnify, and hold the Bank harmless from and against any and all claims,
     damages, judgments, penalties, costs, and expenses (including attorney
     fees and court costs now or hereafter arising from the aforesaid
     enforcement of this clause) arising directly or indirectly from the
     activities of the Borrower, its predecessors in interest, or third parties
     with whom they have a contractual relationship, or arising directly or
     indirectly from the violation of any environmental protection, health or
     safety law, whether such claims are asserted by any governmental agency or
     any other Person.  This indemnity shall survive termination of this
     Agreement.

          10.8.     Governing Law.  This Agreement and the Notes shall be
     governed by, and construed in accordance with, the laws of the State of
     Oklahoma.

          10.9.     Severability of Provisions.  Any provision of any Loan
     Documents which is prohibited or unenforceable in any jurisdiction shall,
     as to such jurisdiction, be ineffective to the extent of such prohibition
     or unenforceability without invalidating the remaining provisions of such
     Loan Document or affecting the validity or enforceability of such
     provision in any other jurisdiction.

          10.10.    Headings.  Article and Section headings in the Loan
     Documents are included in such Loan Documents for the convenience of
     reference only and shall not constitute a part of the applicable Loan
     Documents for any other purpose.

          10.11.    Jury Trial Waiver.  THE BORROWER AND BANK HEREBY WAIVE
     TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER
     IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY
     RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS.  BORROWER ALSO SUBMITS
     ITSELF AND OTHERWISE CONSENTS TO THE JURISDICTION AND VENUE OF THE TULSA
     COUNTY DISTRICT COURT OR FEDERAL DISTRICT COURT (NORTHERN DISTRICT OF
     OKLAHOMA), WHICHEVER COURT IS SELECTED BY BANK IN ITS SOLE DISCRETION, AS
     TO ANY DISPUTES OR OTHER MATTERS ARISING OUT OF OR IN CONNECTION HEREWITH.
<PAGE>
          10.12.    Conflicts.  To the extent any conflict exists under any of
     the Loan Documents, this Credit Agreement shall be controlling.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                              "Borrower"

                              KINARK CORPORATION, a Delaware
                              corporation


                              By /s/ Paul R. Chastain
                                  Paul R. Chastain, Vice President and
                                       Chief Financial Officer


                              By /s/ Charolyn A. Fredrich
                                  Carolyn A. Fredrich, Secretary

                              "Bank"

                              BANK OF OKLAHOMA, NATIONA
                              ASSOCIATION


                              By /s/ David A. Johnson 
                                  David A. Johnson, Vice President