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                                                                   EXHIBIT 10.45

LOAN NO. 5200026569


                           SECOND AMENDMENT AGREEMENT
                       AMENDED AND RESTATED LOAN AGREEMENT
                        PROMISSORY NOTE (LINE OF CREDIT)

         This Second Amendment Agreement to Amended and Restated Loan Agreement
and Promissory Note (Line of Credit) ("Amendment") is made this __ day of May,
2000, by and between Standard Federal Bank, a federal savings bank, whose
address is 2600 West Big Beaver Road, Troy, Michigan 48084 (hereinafter referred
to as "Standard Federal"), and McClain Industries, Inc., a Michigan corporation,
McClain E-Z Pack, Inc., a Michigan corporation, McClain Galion, Inc., a Michigan
corporation, Shelby Steel Processing Company, a Michigan corporation, McClain
Tube Company d/b/a Quality Tube, a Michigan corporation, McClain International
FSC, a U.S. Virgin Islands corporation, and McClain Southland Co., a Florida
corporation, each having a mailing address and/or principal office of 6200
Elmridge, Sterling Heights, Michigan 48310 (collectively hereinafter referred to
as "Borrowers").

         WITNESSETH:

         WHEREAS, Borrowers and Standard Federal entered into an Amended and
Restated Loan Agreement dated July 9, 1999, as amended by the First Amendment
Agreement dated February 11, 2000 (the "Loan Agreement");

         WHEREAS, Pursuant to the Loan Agreement, Borrowers executed and
delivered to Standard Federal a Promissory Note (Line of Credit) dated July 9,
1999 in the original principal amount of $35,000,000, as amended by the First
Amendment Agreement dated February 11, 2000 (the "Note");

         WHEREAS, Borrowers and Standard Federal desire to increase the
Revolving Line of Credit from $30,000,000 to $35,000,000 and waive, modify and
amend certain terms, conditions, covenants and obligations contained in the Loan
Agreement and the Note, all effective as of the date hereof unless otherwise
specified to the contrary.

         NOW, THEREFORE, in consideration of the mutual promises, covenants,
modifications and agreements hereinafter made, the parties hereto agree as
follows:

         1.       INCORPORATION BY REFERENCE:

                  All definitions and terms used in the Loan Agreement are
hereby incorporated in this Amendment.

         2.       AMENDMENTS AND MODIFICATIONS TO LOAN AGREEMENT:

                  A.       The first sentence of the definition of "Collateral
Reserve" as defined in Section 1 of


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                           the Loan Agreement is hereby deleted in its entirety,
                           and in lieu thereof, the following is inserted:

                           "`Line of Credit Cap' shall mean, initially, Thirty
                           Five Million and 00/100 Dollars ($35,000,000.00). The
                           Line of Credit Cap shall reduce by $714,285.71 on the
                           last day of each month, commencing June 30, 2000 and
                           continuing through December 31, 2000, after which
                           date the Line of Credit Cap shall be Thirty Million
                           and 00/100 Dollars ($30,000,000)."

                  B.       The reference to "3.25" in the second line of Section
10.2.13 on Page 25 of the Loan Agreement is hereby amended to read "3.35."

                  C.       For the financial quarter ending December 31, 1999,
Standard Federal hereby waives the financial covenant stated in Section 10.2.13
on Page 25 of the Loan Agreement.

                  D.       Section 10.2.18 is hereby added to the Loan Agreement
 as follows:

                           "Maintain total funded TRAC leases plus unfunded
                           availability of TRAC leases of not more than
                           $20,000,000. As used in this Section "TRAC" shall
                           mean terminal residual adjustment clause.

         3.       AMENDMENTS AND MODIFICATIONS TO THE NOTE:

                  The principal amount stated in the Note is increased to the
sum of Thirty Five Million and 00/100 Dollars ($35,000,000). Borrowers hereby
promise to pay to the order of Standard Federal on or before May 1, 2002 the
principal amount of the Note and all accrued interest thereon, as hereby
amended, in accordance with the terms of the Note and the Loan Agreement, as
hereby amended.

         4.       SURVIVAL AND REAFFIRMATION:

                  Each signatory hereto, by execution hereof, respectively
agrees for itself, in all capacities in which each signatory has executed the
Loan Agreement or Note as follows:

                  A.       That, except as herein modified or amended, all
terms, conditions, covenants, representations and warranties contained in the
Loan Agreement shall remain in full force and effect, and that the undersigned
hereby consent to and acknowledge the foregoing Amendment hereinabove set forth.

                  B.       That the liability of the undersigned howsoever
arising or provided for in the Loan Agreement and/or the Note, as hereby
modified or amended, is hereby reaffirmed.

                  C.       That each Borrower is in good standing.


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                  D.       Borrowers hereby represent and warrant that, after
giving effect to the amendments contained herein, (a) execution, delivery and
performance of this Amendment, and any other documents and instruments required
under this Amendment, or the Loan Agreement are within each Borrower's corporate
powers, have been duly authorized, are not in contravention of law or the terms
of any Borrower's Articles of Organization or Bylaws and do not require the
consent or approval of any governmental body, agency or authority; and this
Amendment and any other documents and instruments required under this Amendment,
the Loan Agreement or the Note will be valid and binding in accordance with
their terms; and (b) no Event of Default, or condition or event which, with the
giving of notice or the running of time, or both, would constitute a Event of
Default under the Note, has occurred and is continuing as of the date hereof.

                  E.       The Assignment of Equipment Leases and Security
Agreement dated July 17, 1996, as amended April 28, 1997 ("Security Agreement"),
is valid and enforceable in accordance with its terms. Standard Federal's
security interests in the collateral described in the Security Agreement are
valid and perfected and Borrowers are not aware of any claims or interest in
such collateral proper or paramount to Standard Federal's.

                  F.       The execution of this Amendment shall not be deemed
to be a waiver of any Event of Default.

                  G.       Each Borrower waives, discharges, and forever
releases Standard Federal, Participants, Standard Federal's and Participants'
employees, officers, directors, attorneys, stockholders, and their successors
and assigns, from and of any and all claims, causes of action, allegations or
assertions that any Borrower has or may have had at any time up through and
including the date of this Amendment, against any or all of the foregoing,
regardless of whether any such claims, causes of action, allegations or
assertions are known to any Borrower or whether any such claims, causes of
action, allegations or assertions arose as result of Standard Federal's actions
or omissions in connection with the Note, or any amendments, extensions or
modifications thereto, or Standard Federal's administration of the debt
evidenced by the Note or otherwise.

         This Amendment may be executed in counterparts, each of which shall
constitute an original and all of which shall together constitute one and the
same Amendment.

         IN WITNESS the due execution hereof as of the day and year first above
written.

BANK:                                       BORROWERS:
----                                        ---------

STANDARD FEDERAL BANK,                      MCCLAIN INDUSTRIES, INC.,
A FEDERAL SAVINGS BANK                      A MICHIGAN CORPORATION

By:                                         By:  /s/ Mark S. Mikelait
   -------------------------                   ---------------------------------
Its:                                        Its: Treasurer
    ------------------------                    --------------------------------


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                                            MCCLAIN E-Z PACK, INC., A
                                            MICHIGAN CORPORATION

                                            By:   /s/ Mark S. Mikelait
                                               ---------------------------------
                                            Its:  TREASURER
                                                --------------------------------

                                            MCCLAIN GALION, INC., A
                                            MICHIGAN CORPORATION

                                            By:   /s/ Mark S. Mikelait
                                               ---------------------------------
                                            Its:  TREASURER
                                                --------------------------------

                                            SHELBY STEEL PROCESSING
                                            COMPANY, A MICHIGAN CORPORATION

                                            By:   /s/ Mark S. Mikelait
                                               ---------------------------------
                                            Its:  TREASURER
                                                --------------------------------

                                            MCCLAIN TUBE COMPANY D/B/A
                                            QUALITY TUBE, A MICHIGAN CORPORATION

                                            By:   /s/ Mark S. Mikelait
                                               ---------------------------------
                                            Its:  TREASURER
                                                --------------------------------

                                            MCCLAIN INTERNATIONAL FSC, A
                                            US VIRGIN ISLANDS CORPORATION

                                            By:   [SIG.]
                                               ---------------------------------
                                            Its:  PRESIDENT
                                                --------------------------------

                                            MCCLAIN SOUTHLAND CO., A
                                            FLORIDA CORPORATION

                                            By:   /s/ Mark S. Mikelait
                                               ---------------------------------
                                            Its:  TREASURER
                                                --------------------------------












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