Exhibit 10.9

AMENDMENT NO. 2TO LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this"Amendment") is entered into as of September 16, 2003 by and among WebcoIndustries, Inc. (the "Borrower"), the financial institutions named on thesignature page hereto, and Bank One, NA (successor by merger with American National Bankand Trust Company of Chicago), as agent (in such capacity, the "Agent") for theLenders.

RECITALS:        WHEREAS, the Borrower, the financialinstitutions from time to time parties thereto (the "Lenders") and the Agenthave entered into that certain Loan and Security Agreement dated as of June 14, 2002 (asamended, the "Loan Agreement"); and WHEREAS, the Borrower desires that the LoanAgreement be amended as set forth herein and the undersigned Lenders and the Agent arewilling so to amend the Loan Agreement, but only on the terms and subject to theconditions set forth below;

        NOW, THEREFORE, inconsideration of the premises set forth above, the terms and conditions contained herein,and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:1. Definitions. Terms defined in the Loan Agreement which are used herein shall have thesame meanings as are set forth in the Loan Agreement for such terms unless otherwisedefined herein.2. Amendments. Subject to Section 3 below:2.1 The following definitions are added to Subsection 1.1 of the Loan Agreement in theiralphabetically proper places:        "Excess Availability" shall mean, atany time, an amount equal to the amount by which the Current Asset Base exceeds theaggregate balance of the unpaid principal amount of the Revolving Loans. "Revolver Financed Mannford Capital Expenditures" shall mean, for any period,the lesser of (a) $2,000,000, and (b) the aggregate amount of Capital Expenditures forsuch period (i) incurred for the expansion of Borrower's Mannford, Oklahoma facility andfor the conversion of TIG mills into laser mills at Borrower's Mannford, Oklahomafacility, and (ii) which do not represent capitalized lease obligations incurred or whichwere not financed through the incurrence of Purchase Money Secured Financing (other thanthe Revolving Loans) or paid for with Applied Financing Proceeds.2.2 The following definitions appearing in Subsection 1.1 of the Loan Agreement areamended and restated in their entirety as follows:        "Maximum Facility Amount" shall mean$53,500,000. "Total Revolving Commitments" shall mean the aggregate of theRevolving Credit Commitments of all Lenders, which in the aggregate shall not exceed$38,000,000.2.3 Subsection 1.1 of the Loan Agreement is amended by deleting the following definitionstherefrom: "Average Availability" and "Leverage Ratio."2.4 Subsection 8.6 of the Loan Agreement is amended and restated in its entirety asfollows:         8.6 Capital Investment Limitations. Borrowershall not incur Capital Expenditures in any Fiscal Year in an amount in excess of the sumof (the "Cap"): (i) the net proceeds received by Borrower in such Fiscal Yearfrom the sale of Equipment, plus (ii) Capital Expenditures paid for with Applied FinancingProceeds, plus (iii) the amount set forth below opposite such Fiscal Year, plus (iv) thelesser of (x) $500,000, and (y) the amount, if any, by which the Cap for the immediatelypreceding Fiscal Year exceeds the actual amount of Capital Expenditures incurred byBorrower during the immediately preceding Fiscal Year (excluding, for the purpose ofcomputing such excess, any excess amount from a prior Fiscal Year), plus (v) for theFiscal Year ending July 31, 2003, up to $2,000,000 to the extent funded with additionalIndebtedness permitted by Subsection 8.2(iv):        Fiscal Years Ending:                Amount:        July 31, 2003                            $3,500,000        July 31, 2004                            $5,500,000        July 31, 2005 and thereafter       $3,500,000

2.5 Subsection 8.13 of the Loan Agreement is amended and restated in its entirety asfollows:        8.13 Financial Covenants. Borrower shall not:        (A) Adjusted Debt Coverage Ratio. Permit itsAdjusted Debt Coverage Ratio for any period of four Fiscal Quarters to be less than 1.20to 1.0. As used herein the term "Adjusted Debt Coverage Ratio" shall mean forany period, without duplication, Borrower's ratio of (A) EBITDA, to (B) an amount equal tothe sum of the following for such period: the sum of (i) interest expense (other thannon-cash interest expense representing the amortization of deferred finance charges ororiginal issue discount); plus (ii) the sum of all scheduled or mandatory principalpayments on Indebtedness of Borrower, other than payments required pursuant to Subsections2.6(E), (F) and (G) hereof and payments on the Revolving Loan. As used herein, the term"EBITDA" shall mean, as to any period, an amount equal to the sum of thefollowing for Borrower for such period: (i) earnings before income tax expense (determinedbased on the valuation of inventory on an average cost basis, and excluding gains orlosses from or in connection with the QuikWater Division and Borrower's sale of the assetsof such division (including without limitation the QuikWater Charge)); plus (ii) interestexpense subtracted in determining earnings; plus (iii) depreciation, amortization, andother non-cash charges deducted in determining earnings; minus (iv) gains from the salesof assets other than the sale of inventory or obsolete equipment in the ordinary course ofbusiness of Borrower; minus (v) to the extent included in the earnings of Borrower forsuch period, equity in undistributed earnings of Subsidiaries; minus (vi) the aggregateamount of Dividends and other Distributions; minus (vii) Capital Expenditures for suchperiod other than (x) for any period of four Fiscal Quarters which includes any of theFiscal Quarters ended October 31, 2003, January 31, 2004 and April 30, 2004 (the"Applicable Quarters"), the aggregate amount of Revolver Financed MannfordCapital Expenditures incurred by Borrower during each Applicable Quarter which is includedin such period of four Fiscal Quarters, and (y) Capital Expenditures representingcapitalized lease obligations incurred or which were financed through the incurrence ofPurchase Money Secured Financing (other than the Revolving Loans) or paid for with AppliedFinancing Proceeds; and minus (viii) income taxes paid in cash.        (B) Excess Availability. Permit its ExcessAvailability at any time to be less than $1,750,000.2.6 Schedule I to the Loan Agreement is amended and restated in its entirety in the formof Schedule I attached hereto.3. Conditions of Effectiveness. Section 2 of this Amendment shall become effective on thedate (the "Effective Date") that the Agent has determined that each of thefollowing conditions has been satisfied:3.1 The Agent shall have received each of the following agreements, instruments and otherdocuments, in each case in form and substance acceptable to the Agent:        (a) this Amendment executed by each of theparties hereto;        (b) the documents, instruments, agreements,opinions, certificates and other items listed on the Document Checklist attached hereto asExhibit A; and        (c) such other documents, instruments,agreements, opinions, certificates and other items as Agent may reasonably request.3.2 All fees and out-of-pocket expenses required to be paid to Agent and each Lender andAgent's special counsel on or prior to the Effective Date shall have been paid in fullincluding, without limitation, to induce the Lenders to enter into this Amendment, anon-refundable fee in the amount of $40,025 paid to the Agent for the ratable benefit ofthe Lenders.4. Representations, Warranties and Agreements of the Borrower.4.1 The Borrower represents and warrants that this Amendment and the Loan Agreement, asamended hereby, constitute legal, valid and binding obligations of the Borrower and areenforceable against the Borrower in accordance with their terms, except as enforcement maybe limited by bankruptcy, insolvency, reorganization or other similar laws affecting theenforcement of creditors' rights generally or by general equitable principles.4.2 The Borrower hereby reaffirms all covenants, representations and warranties made inthe Loan Agreement as amended hereby. The Borrower hereby agrees that all covenants,representations and warranties made in the Loan Agreement shall be deemed to have beenremade as of the date hereof and (if different) the Effective Date.4.3 The Borrower represents and warrants that as of the date hereof, and (if different) asof the Effective Date, there exists no Default or Event of Default after giving effect tothis Amendment and the consummation of the transactions contemplated hereby.5. Reference to the Effect on the Loan Agreement.5.1 On and after the Effective Date, (i) each reference in the Loan Agreement to"this Agreement," "hereunder," "hereof," "herein,"or words of like import shall mean and be a reference to the Loan Agreement as amendedhereby, and (ii) each reference to the Loan Agreement in all other Financing Agreementsshall mean and be a reference to the Loan Agreement, as amended hereby.5.2 Except as specifically amended above, the Loan Agreement, and all other documents,instruments and agreements executed and/or delivered in connection therewith, shall remainin full force and effect, and are hereby ratified and confirmed.5.3 Except as specifically provided in this Amendment, the execution, delivery andeffectiveness of this Amendment shall not operate as a waiver of any Default or Event ofDefault (including without limitation any Defaults or Events of Default existing on thedate hereof), nor operate as a waiver of any right, power or remedy of the Agent or theLenders (including without limitation any rights, powers or remedies of the Agent or theLenders with respect to the Defaults or Events of Default existing on the date hereof),nor constitute a waiver of, or consent to and departure from, any provision of the LoanAgreement, or any of the other Financing Agreements.6. Governing Law. This Amendment shall be governed by and construed in accordance with theinternal laws (as opposed to conflicts of law provisions) of the State of Illinois.7. Headings. Section headings in this Amendment are included herein for convenience ofreference only and shall not constitute a part of this Amendment for any other purpose.8. Counterparts. This Amendment may be executed by one or more of the parties to thisAmendment on any number of separate counterparts and all of said counterparts takentogether shall be deemed to constitute one and the same instrument. Delivery by any partyof telecopied copies of executed counterparts hereof shall constitute execution anddelivery hereof by such party.

IN WITNESS WHEREOF, this Amendment No. 2 to Loan and Security Agreement has been dulyexecuted as of the day and year first above written.WEBCO INDUSTRIES, INC.By:       /s/ Michael P. HowardName:  Michael P. HowardTitle:     Chief Financial Officer 

BANK ONE, NA (successor by merger with American National Bank and Trust Company ofChicago), individually and as AgentBy:       /s/ Brian P. MulroneyName:  Brian P. MulroneyTitle:     Vice President

PNC BANK, NATIONAL ASSOCIATIONBy:      /s/ Paul R. FrankName:  Paul R. FrankTitle:     Vice President

TRANSAMERICA BUSINESS CAPITAL CORPORATIONBy:      /s/ Vik DewanjeeName:  Vik DewanjeeTitle:     Vice President