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                                                                   EXHIBIT 10.28


 
                                                   Note No.  0250017675         


                             STANDARD FEDERAL BANK

                                PROMISSORY NOTE
                     (Line of Credit with Term Provisions)         [X]      New
                           (Second Line of Credit)                 [ ]  Renewal

$950,000.00                                         Sterling Heights , Michigan

Due Date:  August 1, 2002                          Dated:  February 6, 1995

     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 Nine Hundred
Fifty Thousand and 00/100 Dollars ($950,000.00) 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 a Loan Agreement of even date herewith (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.

         The principal outstanding under this Note from time to time shall bear
interest ("Effective Interest Rate"), 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 the Wall Street Journal Prime Rate.  As used herein the phrase "Wall
Street Journal Prime Rate" shall mean the "Prime Rate" published by the Wall
Street Journal as the base rate on corporate loans posted by at least 75% of
the nation's 30 largest banks as the same may be changed from time to time.  If
more than one Prime Rate is published, the highest rate published shall be
deemed the Wall Street Journal Prime Rate.  If the publishing of the Wall
Street Journal Prime Rate is discontinued during the term hereof, then the
Effective Interest Rate shall be based upon the index which is published by The
Wall Street Journal in replacement thereof based on similar base rates on
corporate loans or, if no such replacement index is published, the index which,
in Standard Federal's sole determination, most nearly corresponds to the Wall
Street Journal Prime Rate.  If, in such event, Standard Federal selects an
index which, in the Borrower's opinion, does not correspond to the Wall Street
Journal Prime Rate, Borrower's sole remedy shall be to prepay this Note in full
without penalty or premium.  Until such prepayment has been received by
Standard Federal, the index selected by Standard Federal shall apply for all
purposes of this Note.
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         It is understood and agreed by Borrower that the Effective Interest
Rate shall be determined by reference to the "Wall Street Journal Prime Rate"
and not by reference to the actual rate of interest charged by any particular
bank to any particular borrower or borrowers and shall automatically increase
or decrease when and to the extent that the Wall Street Journal Prime Rate
shall have been increased or decreased.

     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 after August 1, 1995 to and until
February 1, 1996 (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, made in accordance
with the requirements of the Loan Agreement, 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 Second Credit
Limit as defined in the Loan Agreement.  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.  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.

     Accrued interest shall be payable on the 1st day of each month beginning
on September 1, 1995 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 78, plus interest accrued to the due date of each such
payment, commencing on March 1, 1996 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.





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         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





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the Loan Agreement, or by any mortgage, guaranty, security agreement or other
document relating hereto.  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





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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 of even date
herewith and is secured by a Security Agreement, dated September 15,
1994.  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:                             
--------------------------           -----------------------------
                                           E. James Zabinski

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


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



                                  MCCLAIN OF GEORGIA, INC., a Georgia 
                                           corporation



                                  By:                             
--------------------------           -----------------------------
                                           Carl L. Jaworski

                                           Its: Secretary            
                                                ------------------


                                  58-1738825                      
                                  --------------------------------
                                  Taxpayer Identification Number






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                                  SHELBY STEEL PROCESSING COMPANY, a 
                                           Michigan corporation


                                  By:                             
--------------------------           -----------------------------
                                           Carl L. Jaworski

                                           Its: Secretary            
                                                -----------------------


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



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


                                  By:                             
--------------------------           -----------------------------
                                           E. James Zabinski

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

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



                                  MCCLAIN INDUSTRIES OF OHIO, INC., a 
                                           Michigan corporation


                                  By:                             
--------------------------           -----------------------------
                                           E. James Zabinski

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

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


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





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