SECOND AMENDMENT TO AMENDED AND RESTATED SECURED
                                 LOAN AGREEMENT


           THIS SECOND  AMENDMENT TO AMENDED AND RESTATED SECURED LOAN AGREEMENT
(the  "AMENDMENT"),  dated as of August 23, 1997,  is among  HILITE  INDUSTRIES,
INC., a Delaware  corporation  ("BORROWER"),  NORTH  AMERICAN  SPRING & STAMPING
CORP. (DELAWARE), a Delaware corporation  ("GUARANTOR") and COMERICA BANK-TEXAS,
a Texas banking association ("LENDER").

                                    RECITALS:

           Borrower  and Lender  have  entered  into that  certain  Amended  and
Restated  Secured Loan  Agreement  dated as of July 21, 1995, as amended by that
certain First Amendment to Amended and Restated Secured Loan Agreement effective
as of June 30, 1997 (such Loan Agreement,  as heretofore or hereafter amended or
otherwise modified from time to time, the "AGREEMENT").

           Borrower and Lender desire to amend the Agreement.

           NOW, THEREFORE, in consideration of the premises herein contained and
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

           Section 1.1.  DEFINITIONS.  Capitalized terms used in this Amendment,
to the extent not otherwise  defined herein,  shall have the same meanings as in
the Agreement, as amended hereby.

                                   ARTICLE II

                                    AMENDMENT


           Section  2.1.  AMENDMENT  TO SECTION  1.1.  Effective  as of the date
hereof, SECTION 1.1 of the Agreement is hereby amended as follows:

           (a) by deleting the reference to  "$10,000,000"  in the definition of
           "Revolving  Credit  Commitment  Amount"  and  substituting   therefor
           "$12,000,000"; and



SECOND AMENDMENT TO LOAN AGREEMENT - Page 1

<PAGE>



           (b) by deleting the reference to "July 21, 1998" in the definition of
           "Termination Date" and substituting therefor "July 21, 1999."

           Section  2.2.  AMENDMENT TO SECTION  10.10.  Effective as of the date
hereof,  SECTION 10.10 is hereby amended by deleting the current  address listed
for the Bank for notice purposes and substituting therefor:

                     "If to Bank:         Comerica Bank-Texas
                                          P.O. Box 650282
                                          Mail Code 6528
                                          Dallas, Texas 75265-0282
                                          Attention: J. Michael Park

                     WITH A COPY TO:      Winstead, Sechrest & Minick, P.C.
                                          5400 Renaissance Tower
                                          1201 Elm Street
                                          Dallas, Texas  75270-2199
                                          Attention:  Joe T. Hyde, Esq."

           Section  2.3.  REPLACEMENT  OF EXHIBIT  "C-1".  EXHIBIT  "C-1" of the
Agreement is hereby  deleted in its current form and replaced with EXHIBIT "C-1"
attached hereto as ANNEX I.


                                   ARTICLE III

                              CONDITIONS PRECEDENT

           The effectiveness of this Amendment is subject to satisfaction of the
following conditions precedent:

                     (a) The Lender shall have  received  all of the  following,
           each dated (unless  otherwise  indicated) the date of this Amendment,
           in form and substance satisfactory to the Lender:

                                 (1) AMENDED AND RESTATED REVOLVING CREDIT NOTE.
                      The Fourth  Amended and  Restated  Revolving  Credit Note,
                      duly executed by the Borrower,  in the original  principal
                      amount of $12,000,000.

                                 (2) COMMITMENT FEE. Payment of a commitment fee
                      in the amount of $10,000, in immediately  available funds,
                      which commitment fee is non-refundable and shall be deemed
                      fully  earned  as of the  date  of the  execution  of this
                      Amendment.

                                 (3) RATIFICATION OF GUARANTY. A Ratification of
                      Guaranty duly executed by North American Spring & Stamping
                      Corp. (Delaware).


SECOND AMENDMENT TO LOAN AGREEMENT - Page 2

<PAGE>




                                 (4)  ADDITIONAL  INFORMATION.  The Lender shall
                      have received such additional  documents,  instruments and
                      information as the Lender or its legal  counsel,  Winstead
                      Sechrest & Minick P.C., may reasonably request.

                      (b) The  representations  and warranties  contained herein
           and in all other Loan Documents, as amended hereby, shall be true and
           correct as of the date hereof as if made on the date hereof.

                      (c)  No  Event  of  Default  shall  have  occurred  and be
           continuing  and no event or condition  shall have  occurred that with
           the  giving of  notice or lapse of time or both  would be an Event of
           Default.

                      (d) All corporate proceedings taken in connection with the
           transactions  contemplated  by  this  Amendment  and  all  documents,
           instruments,  and  other  legal  matters  incident  thereto  shall be
           satisfactory to the Lender and its legal counsel, Winstead Sechrest &
           Minick P.C.


                                   ARTICLE IV

                       RATIFICATIONS AND OTHER AGREEMENTS

           Section 4.1.  RATIFICATIONS.  The terms and  provisions  set forth in
this Amendment shall modify and supersede all inconsistent  terms and provisions
set forth in the  Agreement and except as expressly  modified and  superseded by
this  Amendment,  the terms and  provisions of all other  documents  executed in
connection  with the  Agreement  are hereby  ratified  and  confirmed  and shall
continue in full force and effect.  Borrower and Lender agree that the Agreement
as amended  hereby  and all other  documents  executed  in  connection  with the
Agreement or this  Amendment to which  Borrower is a party shall  continue to be
legal, valid, binding and enforceable in accordance with their respective terms.

           Section  4.2.   REPRESENTATIONS   AND  WARRANTIES.   Borrower  hereby
represents  and  warrants  to  Lender  that  (a)  the  execution,  delivery  and
performance of this Amendment and any and all other  documents  executed  and/or
delivered in connection herewith have been authorized by all requisite corporate
action  on  the  part  of  Borrower   and  will  not  violate  the  articles  of
incorporation or bylaws of Borrower or any agreement to which Borrower or any of
its  properties  is bound,  (b) neither the  articles of  incorporation  nor the
bylaws of Borrower  have been amended or revoked since the date of the Agreement
and such articles of incorporation and bylaws are in full force and effect,  (c)
the  representations  and  warranties  contained  in the  Agreement,  as amended
hereby, and any other documents executed in connection therewith or herewith are
true and  correct on and as of the date  hereof as though  made on and as of the
date hereof, (d) no Event of Default has occurred and is continuing and no event
or  condition  has  occurred  that with the giving of notice or lapse of time or
both  would  be an  Event  of  Default,  and (e)  after  giving  effect  to this
Amendment,  Borrower is in full  compliance  with all covenants  and  agreements
contained in the Agreement as amended hereby.


SECOND AMENDMENT TO LOAN AGREEMENT - Page 3

<PAGE>



                                    ARTICLE V

                                  MISCELLANEOUS

           Section  5.1.  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   All
representations  and  warranties  made in this  Amendment or any other  document
executed in connection herewith shall survive the execution and delivery of this
Amendment,  and no  investigation  by Lender or any  closing  shall  affect  the
representations and warranties or the right of Lender to rely upon them.

           Section 5.2.  REFERENCE TO  AGREEMENT.  Each of the Agreement and any
and all other agreements,  documents,  or instruments now or hereafter  executed
and  delivered  pursuant  to the terms  hereof or  pursuant  to the terms of the
Agreement as amended  hereby,  are hereby  amended so that any reference in such
documents to the  Agreement  shall mean a reference to the  Agreement as amended
hereby.

           Section  5.3.  EXPENSES  OF LENDER.  As  provided  in the  Agreement,
Borrower agrees to pay on demand all reasonable  costs and expenses  incurred by
Lender in connection with the  preparation,  negotiation,  and execution of this
Amendment  and any other  documents  executed  pursuant  hereto  and any and all
amendments, modifications, and supplements thereto, including without limitation
the costs and  reasonable  fees of  Lender's  legal  counsel,  and all costs and
expenses  incurred by Lender in connection  with the enforcement or preservation
of any rights under the  Agreement,  as amended  hereby,  or any other  document
executed in connection  therewith,  including  without  limitation the costs and
reasonable fees of Lender's legal counsel.

           Section 5.4. SEVERABILITY.  Any provision of this Amendment held by a
court of competent  jurisdiction to be invalid or unenforceable shall not impair
or invalidate  the remainder of this  Amendment and the effect  thereof shall be
confined to the provision so held to be invalid or unenforceable.

           Section 5.5.  APPLICABLE  LAW. This Amendment and all other documents
executed pursuant hereto shall be deemed to have been made and to be performable
in Dallas,  Dallas  County,  Texas and shall be  governed  by and  construed  in
accordance with the laws of the State of Texas.

           Section 5.6.  SUCCESSORS AND ASSIGNS.  This Amendment is binding upon
and shall inure to the benefit of Lender, Borrower, Pledgor and their respective
successors  and assigns,  except  Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Lender.

           Section 5.7.  COUNTERPARTS.  This Amendment may be executed in one or
more  counterparts,  each of which  when so  executed  shall be  deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

           Section  5.8.  EFFECT OF WAIVER.  No  consent  or waiver,  express or
implied,  by Lender  to or for any  breach of or  deviation  from any  covenant,
condition or duty by Borrower or any


SECOND AMENDMENT TO LOAN AGREEMENT - Page 4

<PAGE>


obligated party shall be deemed a consent or waiver to or of any other breach of
the same or any other covenant, condition or duty.

           Section 5.9. HEADINGS. The headings,  captions, and arrangements used
in  this  Amendment  are  for   convenience   only  and  shall  not  affect  the
interpretation of this Amendment.

           Section 5.10. NON-APPLICATION OF CHAPTER 15 OF TEXAS CREDIT CODE. The
provisions  of Chapter 15 of the Texas  Credit Code  (Vernon's  Annotated  Texas
Statutes,  Article 5069-15) are  specifically  declared by the parties not to be
applicable to this  Amendment or any of the Loan  Documents or the  transactions
contemplated hereby.

           Section 5.11. ENTIRE AGREEMENT. THE AGREEMENT, THIS AMENDMENT AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
WITH THE AGREEMENT OR THIS AMENDMENT  REPRESENT THE FINAL  AGREEMENTS  AMONG THE
PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

           Executed as of the date first written above.

                                              BORROWER:
                                              
                                              HILITE INDUSTRIES, INC.       
                                              
                                              
                                              By: /s/ Daniel W. Brady
                                                 -----------------------
                                                 Name: Daniel W. Brady
                                                 Title:Chief Executive Officer
                                              
                                              
                                              LENDER:
                                              
                                              COMERICA BANK-TEXAS
                                              
                                              
                                              By: /s/ J. Michael Park
                                                 -----------------------
                                                  J. Michael Park
                                                  Vice President


DA972240513
082197 v3
316:3134-488


SECOND AMENDMENT TO LOAN AGREEMENT - Page 5

<PAGE>



                                    Annex 1
                                    -------

                            REPLACEMENT EXHIBIT C-1


<PAGE>
                                   EXHIBIT C-1



                FOURTH AMENDED AND RESTATED REVOLVING CREDIT NOTE

COMERICA Bank-Texas

$12,000,000.00                                               Dallas, Texas
                                                             August 23, 1997

           FOR VALUE RECEIVED,  the undersigned  promises to pay to the order of
COMERICA BANK-TEXAS (the "BANK") at 1601 Elm Street, Dallas, Texas 75201, on the
Termination  Date,  the  principal sum or so much of the principal sum of Twelve
Million and  No/100ths  Dollars  ($12,000,000.00)  as may from time to time have
been advanced and be outstanding hereunder, plus all accrued but unpaid interest
hereon.

           All  capitalized  terms used but not defined  herein,  shall have the
meanings given to such terms in that certain  Amended and Restated  Secured Loan
Agreement,  dated July 21, 1995,  between the  undersigned and Bank (as amended,
renewed, extended, modified and restated from time to time, the "AGREEMENT").

           Bank may  disburse  the  principal of this Note to Borrower in one or
more Revolving  Loans from time to time, in accordance  with the  Agreement,  so
long as the outstanding  principal  balance hereof never at any time exceeds the
lesser of (i) the Commitment Amount or (ii) the Borrowing Base in effect at such
time.  Borrower shall pay to Bank, on demand,  any amount by which the aggregate
unpaid  principal  amount of all Revolving  Loans  evidenced  hereby exceeds the
lesser of (i) the Commitment Amount or (ii) the Borrowing Base in effect at such
time,  together  with all  interest  accrued  and  unpaid on the  amount of such
excess.  This Note is a Master  Note under which sums may or must be repaid from
time to time and under which new Revolving Loans are to be made by Bank pursuant
to the terms and conditions of the Agreement,  and the books and records of Bank
shall constitute the best evidence of the amount of the Indebtedness at any time
owing  hereunder.  This Note is the  "REVOLVING  CREDIT NOTE" referred to in the
Agreement,  and is subject to the terms and provisions  thereof,  and the holder
hereof is entitled  to the  benefits  thereof  and may  enforce  the  agreements
contained therein and exercise the remedies provided for thereby or otherwise in
respect thereof, all in accordance with the terms thereof.

           The unpaid  principal  amount of this Note shall  bear  interest  (i)
until maturity  (whether by acceleration or otherwise) at all times during which
there has not occurred or then exist an Event of Default,  at a fluctuating rate
per annum equal to the lesser of (a) the  Applicable  Rate or (b) the Legal Rate
(as  hereinafter  defined);  and (ii)  after  maturity,  as well as at all times
during  which  there  has  occurred  or then  exists an Event of  Default,  at a
fluctuating  rate per annum equal to the lesser of (a) three percent  (3.0%) per
annum above the Applicable  Rate (the "DEFAULT RATE") or (b) the Legal Rate (the
Applicable  Rate and the Default Rate,  whichever is in effect at any particular
time, being hereinafter  referred to as the "CONTRACT RATE").  Interest shall be
payable  to the  extent  accrued  on the  first  (1st)  day of each  consecutive
calendar month,


<PAGE>



beginning  September  1,  1997,  until  maturity  (whether  by  acceleration  or
otherwise) and from and after such maturity, on demand.

           The term  "APPLICABLE  RATE" shall mean (i) with respect to any Prime
Rate Balance,  a fluctuating per annum rate of interest equal to one-half of one
percent below the Prime Rate and (ii) with respect to any LIBOR  Balance,  a per
annum rate of interest  equal to one and  one-quarter  of one percent  above the
LIBOR Rate. Each  determination  by Bank of the LIBOR Rate or Prime Rate, as the
case may be, shall, in the absence of manifest error, be conclusive and binding.

           The term  "PRIME  RATE"  shall  mean  that  annual  rate of  interest
designated  by the Bank as its prime  rate and which is changed by the Bank from
time to time. The Bank's prime rate is a reference rate and does not necessarily
represent  the  lowest or best rate  actually  charged by the Bank to any of its
customers.  The Bank may make commercial loans at rates of interest at, above or
below its prime rate.

           The term "LIBOR RATE" shall mean,  with respect to any LIBOR Interest
Period,  the interest rate per annum  conclusively  determined by the Bank to be
the per  annum,  rate  (as  adjusted  for any  applicable  reserve  requirements
applicable to "eurocurrency  liabilities"  pursuant to Regulation D or any other
applicable  regulation  of the  Board  of  Governors  (or any  successor)  which
prescribes  reserve  requirements  applicable to  "eurocurrency  liabilities" as
presently  defined  in  Regulation  D, or any  eurocurrency  funding)  at  which
deposits in immediately  available funds in U.S. dollars are offered to the Bank
(at such time as the Bank elects on the first day of such LIBOR Interest Period)
by prime banks in the interbank  eurodollar market selected by Bank for delivery
on the  first  day of such  LIBOR  Interest  Period  in an  amount  equal to the
principal  amount of the  corresponding  LIBOR Balance for a period equal to the
length of such LIBOR Interest Period.

           The term "LIBOR  INTEREST  PERIOD" shall mean a period  commencing on
the date upon which, pursuant to an Interest Notice, the LIBOR Balance begins to
accrue interest at the LIBOR Rate (or, in the case of a rollover to a successive
LIBOR Interest Period, the last day of the immediately  preceding LIBOR Interest
Period)  and ending 30, 60, 90, 180 or 360 days  (whichever  is  selected by the
undersigned  in the applicable  Interest  Notice) after the  commencement  date;
provided, that, (i) any LIBOR Interest Period which would otherwise end on a day
which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR
Business Day (unless such LIBOR Business Day falls in another calendar month, in
which case such LIBOR  Interest  Period  shall end on the next  preceding  LIBOR
Business Day); and (ii) any LIBOR Interest Period which begins on the last LIBOR
Business Day of a calendar  month (or on a day for which there is no numerically
corresponding  day in the  calendar  month  at the  end of such  LIBOR  Interest
Period) shall,  subject to clause (i) above,  end on the last LIBOR Business Day
of a calendar month.

           The term "LIBOR  BUSINESS DAY" shall mean a day on which  dealings in
U.S.  dollars are carried out in the  interbank  eurodollar  market  selected by
Bank.



                                      - 2 -

<PAGE>



           The term "INTEREST NOTICE" shall mean the written notice given by the
undersigned of the Interest Option selected  hereunder and specifying the amount
of principal to bear interest at the rate selected.

           Subject to the  provisions  hereof,  the  undersigned  shall have the
option  (an  "INTEREST  OPTION")  exercisable  from  time to  time to  designate
portions of the unpaid  principal  balance of this Note to bear  interest at the
Prime Rate (such portions being herein referred to as a "PRIME RATE BALANCE") or
at the LIBOR  Rate  (such  portions  being  referred  to as a "LIBOR  BALANCE");
provided,  however,  that no LIBOR  Balance  designated  for any LIBOR  Interest
Period shall be less than $500,000.  The Interest  Option shall be  exercisable,
subject to the other  limitations in this Note, by the  undersigned  only in the
manner provided below:

                     (i) If the undersigned  desires the initial  Revolving Loan
           made  hereunder,  or a portion  thereof,  to be a LIBOR Balance,  the
           undersigned  shall give the Bank the initial  Interest Notice and the
           initial  amounts of the Prime Rate Balance and LIBOR Balance at least
           two (2) LIBOR Business Days prior to the date hereof. If the required
           Interest  Notice  shall not have been timely  received by the Bank or
           the  undersigned  fails to designate all or any portion of the unpaid
           principal  balance of this Note as either a Prime  Rate  Balance or a
           LIBOR Balance,  the undersigned shall be deemed  conclusively to have
           designated  such amounts to be Prime Rate  Balances and to have given
           the Bank notice of such designation.

                     (ii) At least  two (2)  LIBOR  Business  Days  prior to the
           termination  of any LIBOR Interest  Period for a LIBOR  Balance,  the
           undersigned  shall give the Bank an Interest  Notice  specifying  the
           Interest  Option which is to be applicable to such LIBOR Balance upon
           the expiration of such LIBOR Interest Period;  provided,  however, no
           Interest  Option  specifying an interest rate based on the LIBOR Rate
           shall end after the Termination Date. If the required Interest Notice
           shall  not  have  been  timely  received  by the  Bank  prior  to the
           expiration of such LIBOR Interest  Period,  the undersigned  shall be
           deemed conclusively to have designated such LIBOR Balance to become a
           Prime Rate  Balance  immediately  upon the  expiration  of such LIBOR
           Interest   Period  and  to  have  given  the  Bank   notice  of  such
           designation.

                     (iii) The  undersigned  shall  have the right to convert an
           eligible  portion  of the Prime Rate  Balance  to a LIBOR  Balance by
           giving the Bank an Interest  Notice of such  designation at least two
           (2) LIBOR Business Days prior to the effective date of such exercise.
           An  Interest   Notice  shall  be  irrevocable   and  binding  on  the
           undersigned and the undersigned shall indemnify Bank against any loss
           or expense  incurred  by Bank due to sums paid or payable to fund the
           LIBOR Balance when such LIBOR Balance is not made on such date.

           Each change in the interest rate applicable to the Prime Rate Balance
or the  LIBOR  Balance  shall  become  effective  without  prior  notice  to the
undersigned  automatically  as of the  opening of  business  on the date of such
change in the Prime Rate or the LIBOR Rate, as the case may be; provided,  that,
the LIBOR Rate shall not change during any applicable LIBOR Interest


                                                               - 3 -

<PAGE>



Period. Interest on this Note shall be calculated on the basis of a 360-day year
for the actual number of days outstanding.

           If the  Bank  determines  that  deposits  in  U.S.  dollars  (in  the
applicable  amounts)  are  not  being  offered  to the  Bank  in  the  interbank
eurodollar  market selected by the Bank for such LIBOR Interest Period,  or that
the rate at which such dollar deposits are being offered will not adequately and
fairly reflect the cost to the Bank of making or maintaining a LIBOR Balance for
the  applicable  LIBOR  Interest  Period,  the Bank shall  forthwith give notice
thereof to the  undersigned,  whereupon  until the Bank notifies the undersigned
that such  circumstances  no longer exist,  (i) the right of the  undersigned to
select an Interest Option based upon the LIBOR Rate shall be suspended, and (ii)
each LIBOR Balance in effect shall thereupon  automatically  be converted into a
Prime Rate Balance in accordance with the provisions  hereof. If notice has been
given by the Bank to the  undersigned  requiring a LIBOR Balance to be repaid or
converted,  then unless and until the Bank  notifies  the  undersigned  that the
circumstances  giving rise to such repayment or conversion no longer apply,  the
only Interest Option available shall be a rate based upon the Prime Rate. If the
Bank  notifies  the  undersigned  that  the  circumstances  giving  rise to such
repayment or conversion no longer apply, the undersigned may thereafter select a
rate based upon the LIBOR Rate in accordance with the terms of this Note.

           If the adoption of any  applicable  law, rule or  regulation,  or any
change therein, or any change in the interpretation or administration thereof by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or compliance by the Bank with any
request  or  directive  (whether  or not  having  the  force of law) of any such
authority,  central  bank  or  comparable  agency  shall  make  it  unlawful  or
impractical for the Bank to make or maintain a LIBOR Balance,  the Bank shall so
notify the undersigned and any then-existing  LIBOR Balance shall  automatically
convert to a Prime Rate Balance  either (i) on the last day of the  then-current
LIBOR Interest Period applicable to such LIBOR Balance, if the Bank may lawfully
continue  to  maintain  and  fund  such  LIBOR  Balance  to  such  day,  or (ii)
immediately,  if the Bank may not  lawfully  continue  to  maintain  such  LIBOR
Balance to such day.

           If either (i) the adoption of any applicable law, rule or regulation,
or any change therein,  or any change in the  interpretation  or  administration
thereof by any governmental authority, central bank or comparable agency charged
with the  interpretation  or administration  thereof,  or compliance by the Bank
with any  request or  directive  (whether or not having the force of law) of any
such authority,  central bank or comparable agency shall subject the Bank to any
tax (including  without  limitation any United States  interest  equalization or
similar  tax,  however  named),  duty or other  charge with respect to any LIBOR
Balance, this Note or the Bank's obligation to compute interest on the principal
balance of this Note at a rate based upon the LIBOR  Rate,  or shall  change the
basis of taxation of payments to the Bank of the principal of or interest on any
LIBOR  Balance or any other  amounts due under this Note in respect of any LIBOR
Balance or the Bank's  obligation to compute the interest on the balance of this
Note at a rate based upon the LIBOR Rate,  or (ii) any  governmental  authority,
central bank or other comparable  authority shall at any time impose,  modify or
deem applicable any reserve (including,  without limitation,  any imposed by the
Board of Governors of the Federal Reserve System) other


                                      - 4 -

<PAGE>



than as is included above, special deposit or similar requirement against assets
of,  deposits  with or for the account of, or credit  extended by, the Bank,  or
shall  impose on the Bank (or its  eurodollar  lending  office) or any  relevant
interbank  eurodollar  market any other  condition  affecting any LIBOR Balance,
this Note or the Bank's  obligation  to compute  the  interest on the balance of
this Note at a rate  based  upon the LIBOR  Rate;  and the  result of any of the
foregoing is to increase the cost to the Bank of maintaining  any LIBOR Balance,
or to reduce the amount of any sum received or receivable by the Bank under this
Note by an amount  deemed by the Bank to be  material,  then upon  demand by the
Bank, the undersigned shall pay to the Bank such additional amount or amounts as
will  compensate the Bank for such  increased  cost or reduction.  The Bank will
promptly  notify  the  undersigned  of any  event  of  which  it has  knowledge,
occurring  after the date hereof,  which will  entitle the Bank to  compensation
pursuant to this  paragraph.  A certificate  of the Bank  claiming  compensation
under this  paragraph and setting forth the  additional  amount or amounts to be
paid to the Bank hereunder shall be conclusive in the absence of manifest error.

           The undersigned may not repay any LIBOR Balance or convert all or any
portion of a LIBOR  Balance to a Prime Rate Balance  prior to the  expiration of
the applicable LIBOR Interest Period, unless (i) such repayment or conversion is
specifically required by the terms of this Note, (ii) the Bank demands that such
repayment or  conversion  be made,  or (iii) the Bank,  in its sole  discretion,
consents to such repayment or conversion. If for any reason any LIBOR Balance is
repaid or converted prior to the expiration of the corresponding  LIBOR Interest
Period,  the undersigned shall pay to the Bank on demand any amounts required to
compensate  the Bank for any losses,  costs or expenses  which it may incur as a
result of such  repayment or  conversion.  A  certificate  of the Bank  claiming
compensation  under this  paragraph and setting forth the  additional  amount or
amounts to be paid to the Bank  hereunder  shall be conclusive in the absence of
manifest error.

           This Note is secured by the  Collateral  described  in the  Agreement
(including,   without  limitation,   all  Accounts,  Chattel  Paper,  Documents,
Equipment, Fixtures, Real Property, General Intangibles,  Goods, Instruments and
Inventory  of  North  American  Spring  &  Stamping  Corp.  (Delaware)  and  the
undersigned),  and  reference is hereby made to the Agreement  for,  among other
things,  the conditions under which this Note may or must be paid in whole or in
part prior to its due date or its due date accelerated. Bank is hereby granted a
security  interest  in all  property  of the  undersigned  at  any  time  in the
possession  of  Bank  or any  Affiliate  of  Bank  (or as to  which  Bank or any
Affiliate of Bank at any time controls possession by documents or otherwise) and
in all balances of deposit or other accounts (including,  without limitation, an
account  evidenced by a certificate of deposit) of the undersigned  from time to
time with Bank or any Affiliate of Bank.

           If an Event of Default  occurs and is not cured  within the time,  if
any,  provided  for  by  the  Agreement,  or the  undersigned  or any  indorser,
guarantor or accommodation  party (or any of them) fails to pay this Note or any
Indebtedness  when  due  (by  demand,   upon  maturity,   upon  acceleration  or
otherwise),  Bank may at its option and without prior notice to the  undersigned
or any indorser,  guarantor or accommodation party (or any of them) exercise any
one or more of the rights and remedies  granted by the Agreement or any document
contemplated thereby or


                                      - 5 -

<PAGE>



given to a secured party under applicable law,  including,  without  limitation,
the right to accelerate  this Note and any other  Indebtedness  and the right to
sell or liquidate all or any portion of the Collateral,  and may set off against
the principal of and interest on this Note or against any other Indebtedness (i)
any  amount  owing  by  Bank  to  the  undersigned,  (ii)  any  property  of the
undersigned  at any time in the possession of Bank or any Affiliate of Bank, and
(iii) any amount in any deposit or other account (including, without limitation,
an account  evidenced by a certificate of deposit) of the undersigned  with Bank
or any Affiliate of Bank.

           If at any time the relevant Contract Rate exceeds the Legal Rate, the
interest  payable  hereunder shall be computed upon the basis of the Legal Rate,
but any subsequent  reduction in the relevant Contract Rate shall not reduce the
applicable  interest  rate  hereunder  below the Legal Rate until the  aggregate
amount of  interest  accrued and payable  hereunder  equals the total  amount of
interest  which would have accrued  hereunder if the  applicable  interest  rate
hereunder  had been at all times  computed  solely on the basis of the  relevant
Contract Rate.

           No agreements,  conditions,  provisions or stipulations  contained in
this Note,  or the  default of the  undersigned,  or the  exercise by the holder
hereof of the right to  accelerate  the payment or the maturity of principal and
interest, or to exercise any option whatsoever contained herein, or in any other
agreements  between the  undersigned and Bank, or the arising of any contingency
whatsoever,  shall  entitle  the holder of this Note to  collect,  in any event,
interest exceeding the maximum rate of nonusurious interest allowed from time to
time by  applicable  state or  federal  law as now or as may  hereinafter  be in
effect, including, as to article 5069-1.04 Vernon's Texas Civil Statutes (and as
the  same  may be  incorporated  by  reference  in other  Texas  statutes),  but
otherwise without limitation,  that rate based upon the "indicated rate ceiling"
(the "LEGAL  RATE") and in no event shall the  undersigned  be  obligated to pay
interest   exceeding  such  Legal  Rate;  and  all  agreements,   conditions  or
stipulations,  if any, which may in any event or contingency  whatsoever operate
to bind,  obligate or compel the undersigned to pay a rate of interest exceeding
the Legal Rate shall be without binding force or effect, at law or in equity, to
the extent only of the excess of interest over such Legal Rate. In the event any
interest is charged in excess of the Legal Rate (the "EXCESS"),  the undersigned
acknowledges  and  stipulates  that any such  charge  shall be the  result of an
accidental and bona fide error, and such Excess shall be first applied to reduce
the principal then unpaid  hereunder;  second,  applied to reduce any obligation
for other  Indebtedness of the  undersigned to Bank; and third,  returned to the
undersigned,  it being the  intention of the parties  hereto not to enter at any
time into an usurious or other illegal relationship.  The undersigned recognizes
that such an unintentional result could inadvertently occur. By the execution of
this Note, the undersigned covenants that (i) the credit or return of any Excess
shall constitute the acceptance by the undersigned of such Excess,  and (ii) the
undersigned  shall not seek or  pursue  any other  remedy,  legal or  equitable,
against Bank or any holder hereof based,  in whole or in part, upon the charging
or  receiving  of any  interest in excess of the Legal Rate.  For the purpose of
determining  whether  or not any  Excess  has been  contracted  for,  charged or
received by Bank or any holder hereof,  all interest at any time contracted for,
charged or received by Bank or any holder hereof,  in connection with this Note,
shall be  amortized,  prorated,  allocated  and spread in equal parts during the
entire term of the Notes.  For the sole purpose of  computing  the extent of the
Indebtedness  and obligations of the undersigned  asserted  hereunder by Bank or
any holder hereof, the figures set forth herein and the


                                      - 6 -

<PAGE>



provisions hereof shall be automatically  recomputed by the undersigned,  and by
any court  considering  the same, to give effect to the  adjustments  or credits
required by this paragraph.  Except for any applicable unused line fees incurred
pursuant to the terms of the Agreement, no interest shall accrue hereunder until
the date of the first Revolving Loan made by Bank;  thereafter,  interest on all
Revolving  Loans  shall  accrue  and  be  computed  on  the  principal   balance
outstanding from time to time hereunder until the same is paid in full.

           All notices required or permitted under this Note shall be in writing
and shall be deemed to have been delivered when delivered in accordance with the
provisions of the Agreement.

           THE  UNDERSIGNED  AND  ALL  ACCOMMODATION  PARTIES,   GUARANTORS  AND
ENDORSERS,   IF  ANY,  (I)  WAIVE  DEMAND  AND  NOTICE  OF  DEMAND,  (II)  WAIVE
PRESENTMENT,  NOTICE OF  INTENTION  TO DEMAND,  PROTEST  AND NOTICE OF  PROTEST,
NOTICE OF DISHONOR,  NOTICE OF INTENTION TO ACCELERATE,  NOTICE OF ACCELERATION,
AND ALL OTHER NOTICES OTHER THAN AS EXPRESSLY  PROVIDED IN THE AGREEMENT,  (III)
AGREE  THAT  NO  EXTENSION  OR  INDULGENCE  TO THE  UNDERSIGNED  OR  RELEASE  OR
NON-ENFORCEMENT  OF ANY SECURITY,  WHETHER WITH OR WITHOUT NOTICE,  SHALL AFFECT
THE  OBLIGATIONS OF ANY  ACCOMMODATION  PARTY,  GUARANTOR OR ENDORSER,  AND (IV)
AGREE TO  REIMBURSE  THE HOLDER OF THIS NOTE FOR ANY AND ALL COSTS AND  EXPENSES
INCURRED  IN  COLLECTING  OR  ATTEMPTING  TO COLLECT ANY AND ALL  PRINCIPAL  AND
INTEREST  UNDER  THIS NOTE  (INCLUDING,  BUT NOT  LIMITED  TO,  COURT  COSTS AND
REASONABLE  ATTORNEYS'  FEES,  WHETHER  IN-HOUSE OR OUTSIDE  COUNSEL IS USED AND
WHETHER SUCH COSTS AND  EXPENSES  ARE INCURRED IN FORMAL OR INFORMAL  COLLECTION
ACTIONS,   FEDERAL  BANKRUPTCY  PROCEEDINGS,   APPELLATE  PROCEEDINGS,   PROBATE
PROCEEDINGS, OR OTHERWISE).

           THIS NOTE SHALL BE  CONSTRUED  UNDER AND  GOVERNED BY THE LAWS OF THE
STATE OF TEXAS AND APPLICABLE  FEDERAL LAW, BUT IN ANY EVENT CHAPTER 15 OF TITLE
79,  VERNON'S  TEXAS  CIVIL  STATUTES  (AND AS THE SAME MAY BE  INCORPORATED  BY
REFERENCE IN OTHER TEXAS STATUTES) SHALL NOT APPLY TO THE INDEBTEDNESS EVIDENCED
BY THIS NOTE.

           The indebtedness evidenced by this Note is in renewal,  extension and
modification,  but  not in  extinguishment  or  novation,  of  the  indebtedness
evidenced by that certain  Third  Amended and  Restated  Revolving  Credit Note,
dated July 20, 1995, in the original  principal amount of $10,000,000,  executed
by the  undersigned and payable to the order of Bank, and the provisions of this
Note are in renewal,  extension,  modification and replacement of the provisions
of such note.

           This Note shall bind the undersigned and the undersigned's respective
heirs, personal representatives, successors and assigns.



                                      - 7 -

<PAGE>


           IN WITNESS  WHEREOF,  the undersigned has executed this Note this 23
day of August, 1997.

                                 HILITE INDUSTRIES, INC.



                                 By: /S/ Daniel W. Brady
                                    -----------------------
                                    Daniel W. Brady
                                    Chief Executive Officer


DA972250118
082197 v4
316:3134-488


                                      - 8 -



<PAGE>

                            RATIFICATION OF GUARANTY


           This RATIFICATION OF GUARANTY ("RATIFICATION") is made as of the 23rd
day of August,  1997 by NORTH  AMERICAN  SPRING & STAMPING CORP.  (DELAWARE),  a
Delaware corporation ("OBLIGATED PARTY"), for the benefit of COMERICA BANK-TEXAS
("LENDER").

                                R E C I T A L S:

           WHEREAS, Lender has agreed to amend that certain Amended and Restated
Secured Loan Agreement  dated as of July 21, 1995 executed by and between Lender
and Hilite  Industries,  Inc.  ("BORROWER"),  as amended by that  certain  First
Amendment to Amended and Restated  Secured Loan Agreement,  effective as of June
30, 1997 (as amended,  the "LOAN  AGREEMENT")  in order to, among other  things,
increase the amount of the  Revolving  Credit  Commitment  Amount and extend the
Termination Date;

           WHEREAS,  Lender has  conditioned  its  obligation  to amend the Loan
Agreement on the Obligated Party's execution of this Ratification;

           NOW,  THEREFORE,  for and in  consideration  of the  premises  herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiently  of which are hereby  acknowledged  and confessed,  Obligated Party
agrees as follows:

                              A G R E E M E N T S:

           1. Obligated Party ratifies and confirms that certain  Guaranty dated
as  of  July  21,  1995,   executed  by  Obligated  Party  in  favor  of  Lender
("GUARANTY"),  and agrees  that the  Guaranty  remains in full force and effect,
continues to be legal,  valid,  binding,  and enforceable in accordance with its
terms,  and  guarantees  the  repayment of the  Indebtedness  (as defined in the
Guaranty),  including,  without  limitation all  indebtedness  arising under the
Fourth Amended and Restated Revolving Credit Note, and all renewals, extensions,
and  modifications  thereof,  in  accordance  with,  and to the  extent  of, the
respective terms of the Guaranty.

           2. The Obligated Party hereby  acknowledges,  agrees,  and represents
that the  Guaranty  is a valid and  subsisting  agreement  and that there are no
claims or  offsets  against,  or  defenses  or  counterclaims  to, the terms and
provisions of the Guaranty. The Obligated Party further agrees, acknowledges and
represents  that the  Obligated  Party has no  claims,  offsets or  defenses  or
counterclaims arising from any of the Lender's acts or omissions or the Lender's
performance under the Guaranty.

           3. The representations and warranties of Obligated Party contained in
the Guaranty are true and correct  representations  of Obligated Party on and as
of the date hereof as though made on and as the date hereof.

           4. The Obligated  Party  represents to Lender that Obligated Party is
not in default  under the terms of the Guaranty or any other  agreement and that
no event has  occurred  which,  with the passage of time,  giving of notice,  or
both, would constitute a default under the terms


<PAGE>


of the Guaranty.  Obligated Party further represents that it is in compliance in
all  material  respects  with all  covenants  and  agreements  contained  in the
Guaranty.

           5. To the extent the  Obligated  Party now has any  claims,  offsets,
defenses, or counterclaims against the Lender or the repayment of the Guaranteed
Indebtedness  or any  portion  thereof,  whether  known  or  unknown,  fixed  or
contingent, the same are hereby forever irrevocably waived and released in their
entirety.

           6.  This  Ratification   shall  be  governed  by,  and  construed  in
accordance with, the laws of the State of Texas.

           7. THE GUARANTY AS RATIFIED BY THIS RATIFICATION REPRESENTS THE FINAL
AGREEMENT  BETWEEN  OBLIGATED  PARTY AND LENDER  RELATING TO THE SUBJECT  MATTER
HEREOF  AND  THEREOF  AND  MAY  NOT  BE   CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS  OR SUBSEQUENT  ORAL  AGREEMENTS OF OBLIGATED  PARTY AND LENDER.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OBLIGATED PARTY AND LENDER.

           EXECUTED as of the 23rd day of August, 1997.


                                          OBLIGATED PARTY:

                                          NORTH AMERICAN SPRING &
                                          STAMPING CORP. (DELAWARE),
                                          a Delaware corporation


                                          By: /s/ Daniel W. Brady
                                             -----------------------
                                             Name: Daniel W. Brady
                                             Title:Chief Executive Officer

DA972330068
082297 v2
316:3134-488


                                      - 2 -