LOAN MODIFICATION AGREEMENT



     This LOAN MODIFICATION AGREEMENT (this "Modification Agreement" or,

variously, the "Agreement") is effective as of August 31, 2008,  by and

between UNITED BANK, a Virginia banking association (the ""Bank" or "Lender")

and  WILLIAMS INDUSTRIES, INC., a Virginia corporation with offices at 8624

J.D. Reading Drive, Manassas, VA 20109, INSURANCE RISK MANAGEMENT GROUP,

INC., a Virginia corporation, PIEDMONT METAL PRODUCTS, INC., a Virginia

corporation, WILLIAMS BRIDGE COMPANY, a Virginia corporation, WII REALTY

MANAGEMENT, INC., a Virginia corporation, WILLIAMS STEEL ERECTION COMPANY,

Inc., a Virginia corporation, GREENWAY CORPORATION, a Maryland Corporation,

WILLIAMS EQUIPMENT COMPANY, a District of Columbia corporation (originally

and collectively, "Borrower"), WILLIAMS FAMILY LIMITED PARTNERSHIP, a

Virginia limited partnership ("WFLP") and FRANK E. WILLIAMS, JR.,

individually ("Guarantor").



RECITALS



A.     On or about April 16, 1999, Lender made a $2.5 million revolving

loan (Loan No. 9001), maturing May 5, 2005, evidenced by Revolving Credit

Note No. 3 of that date, to Williams Industries, Inc., Construction

Insurance Agency, Inc., Insurance Risk Management Group, Inc., Piedmont

Metal Products, Inc., Williams Bridge Company, WII Realty Management, Inc.,

Williams Steel Erection Company, Inc., all Virginia corporations, Greenway

Corporation, a Maryland corporation and Williams Equipment Corporation, a

D.C. corporation, jointly and severally ("Original Borrowers"), on which

loan $1,468,810.48 in principal is due as of August 20, 2008, and



B.     The indebtedness due under Loan No. 9001 was secured by real and

personal property collateral including, without limitation, land, rents

and profits in Bedford, VA and in Manassas, VA under Deeds of Trust thereon,

as more fully set forth therein (the "Manassas Deed of Trust" and the

"Bedford Deed of Trust", originally limited to $797,000 as to Bedford land

and $3,302,960 as to Manassas land, respectively, together with business

assets and other personal property pledged under a Revolving Credit and

Term Loan Agreement dated April 16, 1999, and a related Security Agreement

between the Bank and Original Borrowers, a Security Agreement dated April

16, 1999, as amended by Amendment No. 2 thereto dated May 1, 2001, including

equipment, vehicles, machinery, tools, furniture, fixtures, office equipment,

accounts receivable, inventory, contract rights, general intangibles,

instruments, documents, chattel paper, securities, policies, certificates of

insurance, deposits, cash, books, records, computer software, licenses,

patents, trademarks, tradenames, copyrights, service marks and other

personal property, and the products and proceeds of all of the foregoing,

together with a pledge by William Industries, Inc. of 534 shares of the

common stock of S.I.P., Inc., a Delaware corporation, under Pledge Agreement

dated August 31, 2000, and a Negative Pledge of 62,053 shares of Williams

Industries, Inc., stock from Frank E. Williams, III and H. Arthur Williams

under a Negative Pledge Agreement dated April 16, 1999 (collectively, the

"Original Collateral"), and



C.     On or about April 16, 1999, Lender made a draw term loan to Original

Borrowers maturing April 1, 2014, evidenced by Term Note No. 1, in the

original principal amount of $2,260,750 (Loan No. 0101), secured by the

Original Collateral, on which  loan $452,741.12 is due as of August 20,

2008, and



D.     The indebtedness due under Loan No. 9001 and Loan No. 0101

(collectively, the "Indebtedness"), secured by the foregoing and by

other collateral pledged, from time to time, under various agreements

between Borrower and the Bank, was declared due and payable by the Bank on

May 12, 2005, together with other indebtedness due by Original Borrower,

since paid, and in respect of obligations under various letters of credit,

since satisfied, and



E.     In connection with the foregoing, Borrower, Guarantor and WFLP

thereafter entered into a  Forbearance Agreement dated June 30, 2005, and

a series of amendments thereto thereafter under which, among other things,

further collateral (in addition to the Original Collateral and to additional

collateral pledged thereafter to the Bank, after the date of these loans,

from time to time, in respect of Loan Nos. 9001, Loan No. 0101, and other

indebtedness due to the Bank by Borrower on various other loans, before the

indebtedness under Loan Nos. 9001, Loan No. 010 and all indebtedness of

Borrower and other obligors to the Bank was accelerated or otherwise

declared due and payable by the Bank in May, 2005), was pledged, including

new collateral pledged to the Bank by SIP, Inc. of Delaware, Inc. (later

sold) and by WFLP, all which collateral pledged to the Bank to date,

collectively with the Original Collateral, by Original Borrower, Guarantor

and WFLP (collectively, to the extent not previously released, the

"Obligors") in respect of Loan Nos. 9001, No. 0101 and such other

indebtedness, to the extent such collateral has not been previously released

by the Bank, is hereinafter referred to, collectively, as the "Collateral",

the most recent amendment being a Sixth Amendment to Forbearance Agreement

dated as of July 31, 2008, and



F.     The Bank has previously released SIP, Inc of Delaware, Piedmont

Metal Products, Inc., and Williams Bridge Company ("Former Borrowers") from

any further financial liability for the Indebtedness, and also has released

all collateral owned by the Former Borrowers; the signatures of the Former

Borrowers hereunder are a matter of form and shall not be construed to modify

or to rescind such releases, and, therefore, the remaining borrowers are

Williams Industries, Inc., a Virginia corporation, Insurance Risk Management

Group, Inc., a Virginia corporation, WII Realty Management, Inc., a Virginia

corporation, Williams Steel Erection Company, Inc., a Virginia corporation,

Greenway Corporation, a Maryland Corporation, and Williams Equipment Company,

a District of Columbia corporation (originally and collectively, "Remaining

Borrowers").



G.     The Bank has agreed to waive its acceleration of the Indebtedness, to

waive defaults previously declared, to term out the Indebtedness, and to

modify the terms of the promissory notes, deeds of trust, loan and security

agreements, pledge agreements, security agreements, forbearance agreements

and all other loan documents and instruments presently evidencing the

indebtedness due to the Bank under Loan Nos. 9001 and 0101, and guarantees

thereof, including, without limitation, the Amended And Restated Guaranty

Agreement dated September 29, 2005 between Guarantor and the Bank

(collectively, the "Loan Documents"),  on the conditions hereof, and the

Obligors are in agreement thereto,



     NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



     NOW, THEREFORE, for good and valuable consideration, including the

Bank's continued extension of credit, on the terms hereof, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree to

modify the Loan Documents as follows:



     1.     Recitals.  The recitals above are acknowledged to be true and

correct.



     2.     Term.  The maturity date of the Indebtedness is extended to

August 31, 2011, thirty-six (36) months from the effective date hereof.



     3.     Debt Service.  Debt service during the extended term of the

Indebtedness shall be paid monthly, interest only by Remaining Borrowers, as

if the obligations of Borrower to the Bank in respect of the Indebtedness

had never previously been accelerated, provided, however, that Remaining

Borrowers shall further curtail principal by $57,980, quarterly, on the last

day of each quarter, for the remaining Term of Loan No. 0901, and Remaining

Borrowers shall further curtail principal by $17,020, quarterly, for the

remaining Term of Loan No. 0101.



     4.     Interest Reserve.  On or before Closing hereon, Remaining

Borrowers shall post a pre-paid interest reserve equal to One Hundred

Thousand Dollars ($100,000) and it shall maintain that interest reserve in

a Certificate of Deposit or other interest-bearing account as may be

mutually agreed, for the Term, such reserve held with respect to both loans.



     5.     Reaffirmation of Guaranty of Frank E. Williams, Jr.  Frank E.

Williams, Jr. ("Guarantor") hereby ratifies, confirms and extends Amended

And Restated Guaranty Agreement dated September 29, 2005 (the "Guaranty"),

and further consents to the terms of this Agreement.



     6.     Reaffirmation of Pledge by WFLP.  WFLP hereby ratifies,

confirms, and extends its pledge of $1,758,000 of the value of the

Wellington Parcel, which is secured by a Deed of Trust on such property,

and further consents to the terms of this Agreement.



7.     No Affirmative or Negative Covenants Except as Expressed Herein.  The

Remaining Borrowers, WFLP and Guarantor covenant that the value of the real

property subject to Deeds of Trust securing the Indebtedness shall be not

less than 300% of the amount of Indebtedness, and the Bank acknowledges

receiving an appraisal acceptable to the Bank, which satisfies this

requirement as of the execution hereof.  Not more than two times during the

extended terms hereof, the Bank may request an update of such appraisal at

Remaining Borrower's expense to confirm compliance with this covenant.  All

other Affirmative and Negative Covenants in the Loan Documents, including

without limitation Sections 5 and 6 of the Revolving Credit and Term Loan

Agreement dated April 16, 1999, as amended, are hereby deleted and declared

null and void.



7.     Release of Certain Borrowers.  Provided there are no events of

default, the Bank hereby agrees to release the following Remaining Borrowers

and their respective assets upon the payment of additional principal

curtailments as listed:



(a) Williams Equipment Corp. and Greenway Corp.         $250,000

(b) Williams Steel Erection Company, Inc.               $250,000



8.     Certain Representations and Warranties.  To induce the Lender to

enter into this Agreement, Remaining Borrowers, WFLP and the Guarantor re-

affirm, as of the date hereof, all representations and warranties previously

made to the Bank under the Loan Documents, including, without limitation,

the Forbearance Agreement, all being incorporated herein by reference, as

of the date hereof.  They represent that the Indebtedess is now due and

owing to the Bank, as aforesaid, without defense, offset or counterclaim

and that no further events of default have occurred under the Loan Documents,

not previously disclosed to Bank.  Each party hereto represents that its

entry into this Agreement has been duly authorized by all required corporate,

partnership, trust and other action, that this Agreement represents their

binding obligation, enforceable in accordance with its terms, and that their

entry into this Agreement does not violate any contract or agreement to which

they are a party, nor require the consent of any third-person not a party

hereto.



     9.     No Novation, Waivers or Impairment.  The parties hereto agree

that neither this Agreement nor any other document executed in accordance

herewith is intended to be a novation of any of the Loan Documents nor of

the Indebtedness or of any other obligations or duties owed to Lender under

the Loan Documents, nor a modification thereto, except as to the

modifications expressly provided for herein.



          As modified herein, the Loan Documents and all obligations

therein, and all Collateral previously pledged to the Bank thereunder

(except to the extent released by the Bank), continue in full force and

effect.



          The parties further agree that:



     (a)     Subject to Lender's duties hereunder, , nothing herein shall

release or waive any of the Remaining Borrowers' obligations under any of

the Loan Documents or those of WFLP or Guarantor in respect thereof, all of

which remain in full force and effect, nor impair the validity, perfection

or priority of any security interest, lien, deed of trust or other Collateral

therefore, nor release the obligations of any guarantee thereof, all of which

obligations, security interests, collateral, duties, rights and guarantees

are hereby ratified and affirmed by the Remaining Borrowers, WFLP and the

Guarantor, without prejudice to their rights herein or therein.  Remaining

Borrowers, WFLP and Bank acknowledges that Bank has a duly perfected valid

first priority security interests and liens in the Collateral, except as set

forth on Exhibit 7(b) hereof and that such liens and security interests in

the Collateral shall continue to secure their indebtedness and Obligations

to the Bank in respect of the Indebtedness, under the guarantees thereof, and

under the Loan Documents;



          (b)     Subject to the Lender's duties hereunder, nothing herein

shall waive or impair any rights, powers or remedies of the Lender under the

Loan Documents including, without limitation, any right or remedy of Lender

against the Guarantor under his Guaranty, as amended by the Amended and

Restated Guaranty Agreement of September 29, 2005 (the "Guaranty");



          (c)     Nothing herein shall be construed to constitute an

agreement by the Lender or to require the Lender to extend the Term beyond

thirty-six (36) months from the effective date hereof, as provided for

herein, nor waive any rights of the Bank, in the event of any subsequent

defaults under the Loan Documents, after the date hereof;



          (d)     The Lender shall have the right at any time to take any

action at law or in equity with respect to the Loan Documents and/or the

Guaranty provided that such action is not inconsistent with the terms and

conditions of this Agreement and Lender's duty to forbear under the terms

and conditions hereof, including seeking the entry of such court orders and

judgments as the Lender in its sole discretion deems appropriate to enforce

the terms of this Agreement or to protect its security interests and rights

to repayment under the Loan Documents and the Guaranty.



     10.     Release of the Lender.  In consideration of Lender's entry into

this Agreement, the Borrower, WFLP and the Guarantor hereby release, remise,

acquit and forever discharge the Lender, the Lender's employees, agents,

representatives, consultants, attorneys, fiduciaries, servants, officers,

directors, partners, predecessors, successors and assigns, subsidiary

corporations, parent corporations and related corporate divisions (all of

the foregoing hereinafter called the "Released Parties") from any and all

actions and causes of action, judgments, executions, suits, debts, claims,

demands, liabilities, obligations, damages and expenses, breaches, rights of

setoff, counterclaims and statutory rights, of any and every character, known

or unknown, direct or indirect, liquidated or unliquidated, contingent or non-

contingent, at law or in equity, of every kind or nature, including any which

may arise in a bankruptcy or insolvency proceeding, whether heretofore or

hereafter arising, for or because of any manner of things done, omitted or

suffered to be done by any of the Released Parties prior to and including the

date of execution hereof, arising from or in any way directly or indirectly

related to this Agreement, the Forbearance Agreement as originally executed

on June 30, 2005, the six amendments thereto, the Loan Documents or from the

performance and payment by Borrower or WFLP thereunder, or from the Guarantee

of Borrowers' obligations to Lender by the Guarantor, and also from all other

claims, rights, demands or causes of action of any kind, in law or in equity

against the Lender, except for Lender's duties hereunder (all of the foregoing

hereinafter called, collectively, the "Released Matters"). Borrower, WFLP and

the Guarantor acknowledge that the agreements in this Section are intended to

be in full satisfaction of any and all alleged injuries or damages arising in

connection with the Released Matters, whether known or unknown, at law or in

equity, and that this release is a material inducement to the Lender's entry

into this Agreement.  Each of the Borrower, WFLP and the Guarantor further

represents and warrants to the Lender that it has not transferred, assigned

or otherwise conveyed, or purported to transfer, assign or otherwise convey,

any right, title or interest in the Released Matters as to any Person and

that the foregoing constitutes a full and complete release of all Released

Matters.



     11.     No Partnership.  Nothing herein shall be construed to make the

Lender, the Remaining Borrowers, WFLP or the Guarantor the agent, partner,

or joint venturer of the other, and the Remaining Borrowers, WFLP and the

Guarantor have no relationship with Lender other than that of debtor and

creditor.



     12.     Entire Agreement.  This Agreement constitutes the entire

agreement of the parties concerning the subject matter hereof and supersedes

any prior or contemporaneous representations or agreements not contained

herein.  In entering into this Agreement, each  of Borrower, WFLP and the

Guarantor acknowledges that it is not relying on any statement,

representation, warranty, covenant or agreement of any kind made by the

Lender or by any agent or employee thereof, except for the agreements of the

Lender set forth herein.  They further acknowledge that Agreement can be

amended only by written instruments, duly executed by Lender and all parties

hereto, and that no officer, agent or representative of Lender has authority

to act in any other manner.



     13.     Attorney's Fees.  Borrower shall pay the reasonable attorney's

fees and all costs and expenses of Lender in connection with the preparation

of this Agreement and closing thereunder.



     14.     Successors and Assigns.  This Agreement shall inure to the

benefit of and be binding on the parties and their successors and assigns;

provided, however, that this Agreement may not be assigned by any of the

Borrowers without the prior written consent of the Lender.



     15.     Counterparts.  This Agreement may be executed in one or more

counterparts, and by different parties on different counterparts, each of

which shall constitute an original and all of which together shall

constitute one and the same agreement.



     16.     Time of the Essence.  Time is of the essence under this

Agreement.  Closing must occur by no later than 5:00 P.M. on September 5,

2008.



     17.     No waivers.  By entering into this Agreement it is agreed

that Lender does not waive or limit any right it may have against Original

Borrower, WFLP or the Guarantor, except as may be expressly stated herein or

previously waived in writing, all other rights and remedies of Lender being

reserved.



     18.     Signatures.  Faxed signatures shall be accepted for all

purposes, with originals to be provided within three (3) business days

thereafter.  This Agreement may be signed in counterparts, each of which so

executed shall be deemed an original and all of which, taken together, shall

constitute one and the same instrument.  All signators represent that their

signatures are given with full approval, after, for non-individual signators,

all required corporate and partnership action, and that their entry into this

Agreement does not violate any contract, agreement or law to which they are

subject or to which they are a party nor require the further consent of any

person not a party hereto.



     19.     Binding Nature.  This Agreement shall be binding upon and inure

to the benefit of the parties hereto and their respective successors and

assigns.



     20.     Choice of Law. This Agreement shall be governed by, and

enforced pursuant to, the internal laws of the Commonwealth of Virginia.



     21.     Further Assurances and Corrective Instruments.  Borrower, WFLP

and Guarantor shall each execute, acknowledge and deliver, from time to time,

such supplements hereto and such further instruments and documents as the

Lender may require in its discretion to evidence any obligation of the

Borrower, WFLP or Guarantor to the Lender, to facilitate the carrying out

of the intentions of the parties to this Agreement, or to perfect the

Collateral, as applicable.



     22.     WAIVER OF JURY. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY

SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR

INSTITUTED BY ANY PARTY HERETO OR ANY SUCCESSOR OR ASSIGN OF ANY PARTY, ON

OR WITH RESPECT TO THIS AGREEMENT OR WHICH IN ANY WAY RELATES TO THE

INDEBTEDNESS, THE GUARANTEES THEREOF AND THE LOAD DOCUMENTS SHALL BE TRIED

ONLY BY A COURT AND NOT BY A JURY. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO

A TRIAL BY JURY AND ANY SUCH SUIT, ACTION OR PROCEEDING.



     23.     LIMITATION OF LIABILITY; WAIVER OF PUNITIVE DAMAGES.  BORROWER,

WFLP AND GUARANTOR AGREE THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION

PROCEEDING OR IN ANY CLAIM OR CONTROVERSY AMONG THEM THAT MAY ARISE OUT OF

OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY

OTHER AGREEMENT BETWEEN OR AMONG THEM OR THEIR OBLIGATIIONS THEREUNDER OR

UNDER THIS AGREEMENT, THAT THEY SHALL HAVE NO REMEDY AGAINST BANK AND/OR ITS

AGENTS FOR, AND THAT BANK AND/OR ITS AGENTS SHALL NOT BE LIABLE FOR, (1)

INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY

DAMAGES.  EACH OF BORROWER, WFLP AND GUARANTOR HEREBY EXPRESSLY WAIVES ANY

RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY

ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR

CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION,

JUDICIALLY OR OTHERWISE.



     24.     Interpretation.  Each party acknowledges (i) that it has

participated in the negotiation of this Agreement, and that no provision of

this Agreement shall be construed against or interpreted to the disadvantage

of any party hereto by any court or other governmental or judicial authority

by reason of such party having or being deemed to have structured, dictated

or drafted such provision; (ii) that it has had the opportunity to review,

analyze, and discuss this Agreement, and the underlying factual matters

relevant to this Agreement, for a sufficient period of time before the

execution and delivery hereof; (iii) that all of the terms of this Agreement

were negotiated at arm's length; (iv) that this Agreement was prepared and

executed without fraud, duress, undue influence, or coercion of any kind

exerted by any of the parties upon the others; (v) that the execution and

delivery of this Agreement is the free and voluntary act of each party, and

(vi) that, even though the Borrower, WFLP and Guarantor did not employ

outside counsel in connection with the negotiation and execution of this

Agreement and related documents, each of the Borrower, WFLP and Guarantor

was given ample opportunity to obtain counsel and chose not to do so, and,

moreover, Borrower used the services of its in-house counsel in this matter.



     IN WITNESS WHEREOF, the parties have executed this Agreement as a

sealed instrument as of the day and year set forth above.



[signatures omitted in this electronic copy]