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                                                                   EXHIBIT 10.43


                                                      Note No.:
                                                               -----------------
                              STANDARD FEDERAL BANK

                                 PROMISSORY NOTE
                                 ---------------
                    (Line of Credit Converting to Term Loan)

$1,500,000.00                                        Troy             , Michigan
----------------------------                  ----------------------------------
Due Date:  July 1, 2005                       Dated:     July 9, 1999
         -------------------                        ----------------------------

         FOR VALUE RECEIVED, on the Due Date unless accelerated earlier as
provided herein, the undersigned, jointly and severally (collectively,
"Borrower"), promise to pay to the order of Standard Federal Bank, a federal
savings bank ("Standard Federal"), at its office set forth below, or at such
other place as Standard Federal may designate in writing, the principal sum of
One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) or such
lesser amount as may from time to time be outstanding by reason of having been
advanced hereunder in accordance with the provisions of an Amended and Restated
Loan Agreement, dated July 9, 1999, between the Borrower and Standard Federal
(the "Loan Agreement"), plus interest as hereinafter provided on all amounts
from time to time outstanding hereunder, all in lawful money of the United
States of America. Capitalized terms not otherwise defined herein shall have the
meanings given such terms in the Loan Agreement.

         This Note is given as evidence of any and all indebtedness of the
Borrower to Standard Federal arising as a result of advances or other credit
which may be made under this Note from time to time to and until July 1, 2000
(the "Term Date"). Any and all indebtedness may be repaid by the Borrower in
whole or in part from time to time prior to the Term Date. Standard Federal
shall, from time to time prior to the Term Date, make advances to Borrower
hereunder upon request therefor by Borrower, provided that upon giving effect to
such advance no Event of Default (as hereinafter defined) and no event which
with notice and/or the passage of time would become an Event of Default shall
exist at the time the advance is to be made and that all representations and
warranties of Borrower theretofore made are true and correct and that Standard
Federal shall not have previously or concurrently declared all amounts owing
hereunder to be immediately due and payable and that the amount requested shall
not cause the total amount outstanding hereunder to exceed the face amount
hereof. The principal amount of indebtedness owing pursuant to this Note shall
change from time to time, decreasing in an amount equal to any and all payments
of principal made by the Borrower prior to the Due Date and increasing by an
amount equal to any and all advances made by Standard Federal to the Borrower
pursuant to the terms hereof, and the books and records of Standard Federal
shall be conclusive evidence of the amount of principal and interest owing
hereunder at any time.

         From the date hereof until the Term Date, the principal outstanding
under this Note from time to time shall bear interest ("Line of Credit Interest
Rate"), on a basis of a year of 360 days for the actual number of days amounts
are outstanding hereunder, at Borrower's option, to be exercised in accordance
with the procedures outlined in the Loan Agreement, at the Prime-Based Rate or
the Line of Credit LIBOR Rate.

         From and after the Term Date, the principal amount then advanced and
outstanding hereunder shall bear interest on a basis of a year of 360 days for
the actual number of days amounts are outstanding hereunder, at a rate per annum
equal to either, at Borrower's option, to be exercised in accordance with the


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procedures outlined in the Loan Agreement, at the Prime-Based Rate or the Term
LIBOR Rate.


         Accrued interest shall be payable beginning on August 1, 1999, and
continuing on the same day of each consecutive month thereafter through and
including the Term Date. From and after the Term Date, Standard Federal shall
make no further advances hereunder and the outstanding principal balance
hereunder as of the Term Date, with interest, shall be repaid in consecutive
monthly payments of principal, each in the amount determined by dividing the
outstanding principal balance hereunder as of the Term Date by Sixty (60), plus
interest accrued to the due date of each such payment, beginning on August 1,
2000, and continuing on the same day of each consecutive month thereafter and a
final payment on the Due Date in an amount equal to the then unpaid principal
and accrued interest. All payments made hereunder shall be applied first against
costs and expenses required to be paid hereunder, then against accrued interest
to the extent thereof and the balance shall be applied against the outstanding
principal amount hereof.

         Nothing herein contained, nor any transaction relating thereto, or
hereto, shall be construed or so operate as to require the Borrower to pay, or
charge, interest at a greater rate than the maximum allowed by the applicable
law relating to this Note. Should any interest, or other charges, charged, paid
or payable by the Borrower in connection with this Note, or any other document
delivered in connection herewith, result in the charging, compensation, payment
or earning of interest in excess of the maximum allowed by applicable law, then
any and all such excess shall be and the same is hereby waived by Standard
Federal, and any and all such excess paid shall be automatically credited
against and in reduction of the principal due under this Note. If Standard
Federal shall reasonably determine that the Effective Interest Rate (together
with all other charges or payments related hereto that may be deemed interest)
stipulated under this Note is, or may be, usurious or otherwise limited by law,
the unpaid balance of this Note, with accrued interest at the highest rate
permitted to be charged by stipulation in writing between Standard Federal and
Borrower, at the option of Standard Federal, shall immediately become due and
payable.

         The Borrower represents and warrants that it is duly organized, validly
existing and in good standing and is duly authorized to make and perform this
Note, which constitutes its valid and binding legal obligation enforceable in
accordance with its terms. All financial data furnished to Standard Federal in
connection with this Note fairly present the financial condition of the Borrower
and its subsidiaries, if any, as of the dates thereof and there has been no
material adverse change in the condition (financial or otherwise) of the
Borrower since such dates.

         An Event of Default shall be deemed to have occurred hereunder if any
indebtedness of the Borrower to Standard Federal hereunder is not paid when due,
regardless of whether such indebtedness has arisen pursuant to the terms of this
Note, the Loan Agreement or any mortgage, security agreement, guaranty,
instrument or other agreement executed in conjunction herewith, or if an Event
of Default shall otherwise occur under the Loan Agreement.

         Upon the occurrence of any Event of Default, after the giving of any
notice and the expiration of any grace, cure or notice period provided for in
the Loan Agreement, if any, and if no such notice or grace, cure or notice
period is so provided for in the Loan Agreement, then immediately, Standard
Federal may declare the entire unpaid and outstanding principal balance
hereunder and all accrued interest to be due and payable in full forthwith,
without presentment, demand or notice of any kind and may exercise any one or
more of the rights and remedies provided herein or in the Loan Agreement or in
any mortgage, guaranty, security agreement or other document relating hereto or
by applicable law. The remedies provided for hereunder are cumulative to the
remedies for collection of the amounts owing hereunder as provided by law or by
the Loan Agreement, or by any mortgage, guaranty, security agreement or other
document relating hereto.

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Nothing herein is intended, nor should it be construed, to preclude Standard
Federal from pursuing any other remedy for the recovery of any other sum to
which Standard Federal may be or become entitled for breach of the terms of this
Note or the Loan Agreement, or any mortgage, guaranty, security agreement or
other instrument relating hereto.


         Borrower agrees, in case of an Event of Default under the terms of this
Note or under any loan agreement, security or other agreement executed in
connection herewith, to pay all costs of Standard Federal for collection of the
Note and all other liabilities of Borrower to Standard Federal and enforcement
of rights hereunder, including reasonable attorney fees and legal expenses
including participation in Bankruptcy proceedings. During any period(s) this
Note is in default, or after the Due Date, or after acceleration of maturity,
the outstanding principal amount hereof shall bear interest at a rate equal to
two percent (2.0%) per annum greater than the interest rate otherwise charged
hereunder. If any required payment is not made within ten (10) days after the
date it is due, then, at the option of Standard Federal, a late charge of not
more than four cents ($.04) for each dollar of the payment so overdue may be
charged. In addition to any other security interests granted to Standard
Federal, Borrower hereby grants Standard Federal a security interest in all of
Borrower's bank deposits, instruments, negotiable documents, and chattel paper
which at any time are in the possession or control of Standard Federal. After
the occurrence of an Event of Default hereunder, Standard Federal may hold and
apply at any time its own indebtedness or liability to Borrower in payment of
any indebtedness hereunder.

         Acceptance by Standard Federal of any payment in an amount less than
the amount then due shall be deemed an acceptance on account only, and the
failure to pay the entire amount then due shall be and continue to be an Event
of Default. Upon any Event of Default, neither the failure of Standard Federal
promptly to exercise its right to declare the outstanding principal and accrued
unpaid interest hereunder to be immediately due and payable, nor the failure of
Standard Federal to demand strict performance of any other obligation of the
Borrower or any other person who may be liable hereunder shall constitute a
waiver of any such rights, nor a waiver of such rights in connection with any
future default on the part of the Borrower or any other person who may be liable
hereunder.

         Borrower and all endorsers and guarantors hereof, hereby jointly and
severally waive presentment for payment, demand, notice of non-payment, notice
of protest or protest of this Note, diligence in collection or bringing suit,
and hereby consent to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Standard Federal with respect to payment or
any other provisions of this Note, and to the release of any collateral or any
part thereof, with or without substitution. The liability of the Borrower shall
be absolute and unconditional, without regard to the liability of any other
party hereto.

         This Note is executed pursuant to the Loan Agreement and is secured by
a Security Agreement, dated September 15, 1994, and by a Security Agreement,
dated July 19, 1995, and by a Security Agreement, dated September 15, 1994, and
by a Security Agreement, dated June 22, 1995, and by a Commercial Mortgage,
dated September 26, 1988, covering property located in River Rouge, Michigan, as
amended of even date herewith, and by a Real Estate Mortgage with Power of Sale,
dated October 13, 1988, covering property located in Cleveland County, Oklahoma,
as amended of even date herewith, and by a Commercial Mortgage, Assignment of
Lease and Rents, Security Agreement and Financing Statement, dated February 6,
1995, covering property located in Sterling Heights, Michigan, as amended of
even date herewith, and by a Commercial Mortgage, Assignment of Lease and Rents,
Security Agreement and Financing Statement, dated February 6, 1995, covering
property located in Comstock Township, Michigan, as amended of even date
herewith, and by an Open-End Commercial Mortgage and Assignment of Lease and
Rents, dated June 29, 1993, as amended, covering property located in Winesburg,
Ohio, as amended of even date herewith,

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and by an Open-End Commercial Mortgage and Assignment of Lease and Rents, dated
June 29, 1993, as amended, covering property located in Galion, Ohio, as amended
of even date herewith. Reference is hereby made to such documents for additional
terms relating to the transaction giving rise to this Note, the security given
for this Note and additional terms and conditions under which this Note matures,
may be accelerated or prepaid.

         Advances hereunder may be requested by telephone, in writing or in any
other manner acceptable to Standard Federal. Borrower understands and agrees
that any telephone conversation with Standard Federal may be recorded for
accuracy.

                                       BORROWER:

                                       MCCLAIN INDUSTRIES, INC., a Michigan
                                       corporation


                                       By:
---------------------------------         --------------------------------------
                                                Mark S. Mikelait

                                                Its:  Treasurer
                                                    ----------------------------

                                        38-1867649
                                       -----------------------------------------
                                       Taxpayer Identification Number

                                       MCCLAIN E-Z PACK INC., a Michigan
                                       corporation


                                       By:
---------------------------------         --------------------------------------
                                                Mark S. Mikelait

                                                Its:   Treasurer
                                                    ----------------------------

                                        38-3060202
                                       -----------------------------------------
                                       Taxpayer Identification Number

                                       MCCLAIN GALION, INC., a Michigan
                                       corporation


                                       By:
---------------------------------         --------------------------------------
                                                Mark S. Mikelait

                                                Its:  Treasurer
                                                    ----------------------------

                                        38-3060260
                                       -----------------------------------------
                                       Taxpayer Identification Number


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                                       SHELBY   STEEL   PROCESSING   COMPANY,
                                       a   Michigan corporation


                                       By:
---------------------------------         --------------------------------------
                                                Mark S. Mikelait

                                                Its:  Treasurer
                                                    ----------------------------

                                        38-2205216
                                       -----------------------------------------
                                       Taxpayer Identification Number

                                       MCCLAIN TUBE COMPANY  d/b/a  QUALITY
                                       TUBE, a Michigan corporation


                                       By:
---------------------------------         --------------------------------------
                                                Mark S. Mikelait

                                                Its:  Treasurer
                                                    ----------------------------
                                        38-3191647
                                       -----------------------------------------
                                       Taxpayer Identification Number

                                       MCCLAIN  INTERNATIONAL  FSC,  a U.S.
                                       Virgin  Islands corporation


                                       By:
---------------------------------         --------------------------------------
                                                Kenneth D. McClain

                                                Its:  President
                                                    ----------------------------


                                       -----------------------------------------
                                       Taxpayer Identification Number

                                       MCCLAIN SOUTHLAND CO, INC., a Florida
                                       corporation


                                       By:
---------------------------------         --------------------------------------
                                                Mark S. Mikelait

                                                Its:  Treasurer
                                                    ----------------------------

                                        59-3241829
                                       -----------------------------------------
                                       Taxpayer Identification Number



Standard Federal Bank, a
  federal savings bank
2600 West Big Beaver Road
Troy, Michigan 48084



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