<PAGE>   1
                                                                   EXHIBIT 10.72


                           PLACEMENT AGENCY AGREEMENT


                                 April 23,1997





                                   $5,225,000
           THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF DEMOPOLIS
                      INDUSTRIAL DEVELOPMENT REVENUE BONDS
                                  SERIES 1997
                       (McCLAIN OF ALABAMA, INC. PROJECT)





The Industrial Development Board of the City of Demopolis
Demopolis, Alabama


Ladies and Gentlemen:

         The undersigned placement agent (the "Placement Agent") offers to
enter into this Placement Agency Agreement (the "Agreement") with you, for the
placement by us and the execution and delivery by The Industrial Development
Board of the City of Demopolis (the "Issuer") of the Bonds specified below.
This offer is made subject to acceptance by the Issuer and approval by McClain
of Alabama, Inc. (the "Company") prior to 12:00 p.m., Central Daylight Savings
Time, on the date hereof, and upon such acceptance this Agreement shall be in
full force and effect in accordance with its terms and shall be binding upon
the Issuer, the Placement Agent and the Company.  All terms not defined herein
shall have the meanings set forth in the Placement Memorandum (defined below),
or if not set forth therein, as set forth in the Indenture (defined below).

         1.      Upon the terms and conditions herein, the Placement Agent will
use its best efforts to arrange for the placement of, and the Issuer will
deliver to the Placement Agent, all (but not less than all) of the $5,225,000
aggregate principal amount of the Issuer's Industrial Development Revenue
Bonds, Series 1997 (McClain of Alabama, Inc., Project) (the "Bonds"), as more
fully described in the Placement Memorandum, at a price of 100% of par, for a
placement fee, payable by the Company, in an amount equal to $30,000 as
compensation for the placement of the Bonds.
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In addition, the Company is responsible for paying all other costs associated
with the issuance and placement of the Bonds, including the fees and expenses
of counsel to the Placement Agent and the Credit Obligor (as defined below), to
the extent that they are not paid from Bond proceeds.

         2.      The Bonds shall be as described in, and shall be secured under
and pursuant to, the Trust Indenture, dated as of April 1, 1997 (the
"Indenture"), between the Issuer and LaSalle National Bank, as trustee (the
"Trustee"), substantially in the form previously submitted to the Placement
Agent, with only such changes therein as shall be mutually agreed upon by the
Trustee, the Company, the Issuer and the Placement Agent.  The Bonds are
secured by a manufacturing facility (the "Project") to be located on certain
real property in the City of Demopolis, Alabama, and leased to the Company
pursuant to the Lease Agreement between the Issuer and the Company, dated as of
April 1, 1997 (the "Lease Agreement").  The Bonds are further secured by a
letter of credit (the "Letter of Credit"), dated the date of issuance of the
Bonds, issued by Standard Federal Bank (the "Credit Obligor"),  pursuant to the
Reimbursement Agreement (the "Reimbursement Agreement"), dated as of April 23,
1997 among the Company and the Credit Obligor, which Letter of Credit is
confirmed by LaSalle National Bank, as confirming bank (the "Confirming Bank").

         3.      The Issuer and the Company shall deliver or cause to be
delivered to the Placement Agent promptly after their acceptance hereof, two
copies of the Placement Memorandum, dated April 23, 1997 relating to the Bonds.
The Placement Memorandum, in its preliminary and final form, including the
cover page, the appendices thereto and all information incorporated therein,
with only such amendments, supplements or changes therein as shall have been
accepted by us, is hereinafter referred to as the "Placement Memorandum." The
Company has authorized the use of copies of the Placement Memorandum, the
Indenture and the Lease Agreement and the Remarketing Agreement among the
Issuer, the Company and LaSalle National Bank, as described in the Placement
Memorandum, in connection with the placement of the Bonds.  The Placement Agent
agrees that it will not confirm the placement of any Bonds unless the
confirmation of such placement is accompanied or preceded by the delivery of a
copy of the Placement Memorandum.

         4.      The Issuer, subject to the limitations provided herein,
represents and warrants to and agrees with the Placement Agent as follows with
respect to the Bonds:

                 (a)      The Issuer is a political subdivision and a body
         political and corporate and public instrumentality of the State,
         created and existing under the Act.

                 (b)      The Issuer is authorized under the laws of the State
         to (i) issue the Bonds for the purposes for which they are to be
         issued as set forth in the Placement Memorandum; (ii) use the proceeds
         of the Bonds to acquire, construct and equip the Project; (iii) enter
         into the Indenture, the Lease Agreement, this Agreement and the
         Remarketing Agreement; and (iv) pledge and assign to the Trustee the
         payments to be made by the Company under the Lease Agreement and the
         Issuer's rights under the Lease Agreement that are pledged or assigned
         as security for the payment of the principal of, premium, if any, and
         interest on the Bonds.





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                 (c)      The Issuer has full power and authority to consummate
         the transactions contemplated on its part by the Bonds, the Placement
         Memorandum, the Indenture, the Lease Agreement, this Agreement and the
         Remarketing Agreement.

                 (d)      The information relating to the Issuer contained
         under the caption "THE BOARD" in the Placement Memorandum does not, as
         of the date hereof, and will not, as of the Closing Date (as
         hereinafter defined), contain an untrue statement of a material fact
         or omit to state a material fact necessary to make the statements made
         therein, in the light of the circumstances under which they were made,
         not misleading.

                 (e)      The Issuer has duly authorized and approved the
         execution and delivery of this Agreement.

                 (f)      Prior to the Closing (as hereinafter defined), the
         Issuer shall have duly authorized all necessary action to be taken by
         it for (i) the issuance and sale of the Bonds and the use of the
         proceeds of the Bonds to finance the costs of the Project on the terms
         and for the purposes set forth herein and in the Placement Memorandum
         and (ii) the approval, execution, delivery and/or receipt, as the case
         may be, by the Issuer of the Indenture, the Lease Agreement, this
         Agreement, the Remarketing Agreement, the Bonds, the Placement
         Memorandum and any and all such other agreements and documents as may
         be required to be approved, executed, delivered and/or received by the
         Issuer in order to carry out, give effect to, and consummate the
         transactions contemplated hereby and by the Placement Memorandum.

                 (g)      The Issuer shall, on or before the Closing Date,
         execute and deliver the Indenture, the Lease Agreement, this
         Agreement, the Remarketing Agreement and the Bonds and shall approve
         and authorize the use of the Placement Memorandum.

                 (h)      The Bonds, when issued, delivered and paid for as
         provided herein and in the Indenture will have been duly authorized
         and issued and will constitute valid and binding limited obligations
         of the Issuer enforceable in accordance with their terms and entitled
         to the benefits and security of the Indenture and the Lease Agreement,
         subject in each instance to any applicable bankruptcy, reorganization,
         insolvency, moratorium or other similar laws and laws affecting the
         enforcement of creditors' rights generally or relating to a public
         body such as the Issuer as from time to time in effect, and further
         subject to the availability of equitable remedies.  The Bonds do not
         pledge the credit of the Issuer, the State or any political
         subdivision or agency thereof nor shall there be a charge against the
         general revenues of such entities or of the Issuer or a lien against
         any of their property except as specifically provided in the
         Indenture.  The Bonds shall be limited obligations of the Issuer and
         no taxes are required to be levied for the payment of the principal
         of, premium, if any, and interest on the Bonds; such principal of,
         premium, if any, and interest on the Bonds being payable (except to
         the extent otherwise provided in the Indenture) solely out of moneys
         to be received by the Issuer as payments under the Lease Agreement
         that are pledged under





                                      -3-
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         the Indenture and any other amounts derived from the Lease Agreement,
         from specified amounts on deposit with the Trustee under the Indenture
         and from amounts available from draws on the Letter of Credit and the
         income from the temporary investment of any of the foregoing.

                 (i)      This Agreement is and, when executed and delivered,
         each of the Indenture, the Lease Agreement, this Agreement, the
         Remarketing Agreement will be, assuming the due and valid
         authorization, execution and delivery of such documents by the other
         parties thereto, the legal, valid and binding obligations of the
         Issuer, enforceable against the Issuer in accordance with their
         respective terms, subject to any applicable bankruptcy,
         reorganization, insolvency, moratorium or other laws affecting the
         enforcement of creditors' rights generally and subject to the
         availability of equitable remedies, and to the qualification that
         enforcement of the indemnification provisions of this Agreement may be
         limited by federal or state securities laws.

                 (j)      Except as may be set forth in the Placement
         Memorandum, there is no action, suit, proceeding, inquiry or
         investigation at law or in equity or before or by any court, public
         board or body pending in which summons has been served or, to the best
         knowledge of the Issuer, threatened against or affecting the Issuer
         wherein an unfavorable decision, ruling or finding would adversely
         affect (i) the corporate existence of the Issuer or the right of the
         members of the Issuer to their offices or the right of the officers of
         the Issuer to their respective offices, (ii) the validity of or the
         Issuer's power to engage in the transactions contemplated hereby or by
         the Placement Memorandum, (iii) the validity of the proceedings taken
         by the Issuer for the approval, adoption, authorization, execution,
         delivery, receipt and performance, as the case may be, of the Bonds,
         the Placement Memorandum, the Indenture, the Lease Agreement, this
         Agreement, the Remarketing Agreement, or any agreement or any
         instrument to which the Issuer is a party and which is used or
         contemplated for use in the consummation of the transactions
         contemplated hereby or by the Placement Memorandum, (iv) the validity
         or enforceability of the Bonds, the Placement Memorandum, the
         Indenture, the Lease Agreement, this Agreement, the Remarketing
         Agreement, or any agreement or instrument to which the Issuer is a
         party and which is used or contemplated for use in the consummation of
         the transactions contemplated herein or in the Placement Memorandum or
         (v) the federal tax-exempt status of the interest on the Bonds or the
         amounts to be received by the Issuer pursuant to the Lease Agreement.

                 (k)      The execution and delivery by the Issuer of the
         Bonds, the Indenture, the Lease Agreement, this Agreement, the
         Remarketing Agreement and the other documents contemplated hereby or
         by the Placement Memorandum, and compliance with their respective
         provisions, the approval and delivery by the Issuer of the Placement
         Memorandum, and the assignment of the Lease Agreement, including the
         specified rights of the Issuer under the Lease Agreement, to the
         Trustee, do not and will not conflict with, or constitute on the part
         of the Issuer a breach of, or a default under, any existing law, court
         or





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         administrative regulation, decree, order, agreement, indenture,
         mortgage or lease to which the Issuer is a party or by which the
         Issuer or any of its property is or may be bound.

                 (l)      A public hearing was held with respect to the Bonds
         on April 7, 1997 and the approval of the "applicable representative"
         has or will be obtained prior to the Closing, all as described in
         Section 147(f) of the Code.

                 (m)      The resolution of the Issuer, adopted April 17, 1997,
         approving and authorizing the execution and delivery of the Indenture,
         the Lease Agreement, this Agreement, the Remarketing Agreement and the
         Bonds and the use and distribution of the Placement Memorandum, was
         duly adopted at a meeting of the members of the Issuer that was called
         and held pursuant to law and with all public notice required by law
         and at which a quorum was present and acting throughout.

                 (n)      The Issuer will furnish such information, execute
         such instruments and take such other action in cooperation with the
         Placement Agent and Placement Agent's counsel as they may reasonably
         request (i) in any endeavor to qualify the Bonds for offering and sale
         under the securities or "blue sky" laws or other securities laws or
         regulations of such jurisdictions of the United States as the
         Placement Agent may request, (ii) for the application for exemption
         from such qualification, (iii) for the Placement Agent's determination
         of their eligibility for investment under the laws of such
         jurisdictions as the Placement Agent designates and (iv) to provide
         for the continuance of such qualifications or exemptions in effect for
         so long as required for the distribution of the Bonds; provided,
         however, that the Issuer shall not be required by the foregoing to
         consent to jurisdiction in any state other than the State and shall
         not be deemed to have made any representation with regard to
         securities or "blue sky" laws or other securities laws of the United
         States.  The Issuer shall not be obligated to pay any expenses or
         costs (including legal fees) incurred in connection with such
         qualification.

                 (o)      Any certificate signed by an authorized officer of
         the Issuer and delivered to the Placement Agent shall be deemed a
         representation and warranty by the Issuer to the Placement Agent as to
         the statements made therein.

                 (p)      Other than as disclosed in the Placement Memorandum
         and as required under Section 147(f) of the Code, no further
         authorization, approval, consent or other order of any governmental
         authority or agency, or of any other entity or person(s) is required
         for the valid authorization, execution and delivery by the Issuer of
         the Bonds and the other documents contemplated thereby or the
         authorization and delivery of the Placement Memorandum.

                 (q)      Neither the corporate existence or territorial
         jurisdiction of the Issuer nor the title of the officers or members of
         the governing body of the Issuer to their respective offices or
         membership are being contested and no authority or proceeding for the
         issuance of the Bonds has been repealed, revoked or rescinded.





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         Under no circumstances will any obligation, covenant, representation
or warranty of the Issuer created by or arising out of this Agreement or out of
the Bonds, or the resolution authorizing the Bonds, be or become an
indebtedness of the Issuer, the State or any political subdivision of the State
or be a charge against the general credit or taxing power of the Issuer or the
State or any political subdivision of the State or give rise to a pecuniary
liability of the Issuer, or on the part of any member, officer, employee or
agent of the Issuer, the State or any political subdivision of the State, but
shall be payable solely out of the revenues and other funds pledged under the
Indenture.

         5.      The Company represents and warrants to and agrees with the
Issuer and the Placement Agent as follows with respect to the Bonds:

                 (a)      The Company has full power and authority to own its
         properties and to conduct its business as now being conducted.

                 (b)      The information relating to the Company contained in
         the Placement Memorandum on the cover page and under the captions "THE
         COMPANY" and "THE PROJECT" are, as of date hereof, and will be, as of
         the Closing Date, true and correct in all material respects for the
         purposes for which their use is or was authorized; and such sections
         do not, and as of the Closing Date will not, include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements made in such sections in light of the
         circumstances under which they are or were made, not misleading.
         Neither this Agreement nor any other document, certificate or written
         statement furnished to the Placement Agent or the Issuer pursuant to
         this Agreement or the Lease Agreement by or relating to the Company
         contains any untrue statement of a material fact or omits to state a
         material fact necessary to make the statements contained herein or
         therein, under the circumstances under which they are or were made,
         not misleading.

                 (c)      Subsequent to the respective dates as of which
         information was given to the Placement Agent and except as set forth
         in or contemplated by the Placement Memorandum, no event has occurred
         which has affected or may affect materially and adversely the
         business, properties, operations or financial condition of the
         Company.

                 (d)      Neither the execution and delivery of the Lease
         Agreement, the Reimbursement Agreement, the Remarketing Agreement, and
         this Agreement nor the approval and distribution of the Placement
         Memorandum and compliance by the Company with the provisions on the
         Company's part contained therein nor the consummation of any other of
         the transactions contemplated hereby or thereby, nor the fulfillment
         of the terms hereof or thereof, conflicts with or constitutes a breach
         of or default under nor contravenes any law, administrative
         regulation, judgment, decree, loan agreement, indenture, bond, note,
         resolution, agreement or other instrument to which the Company is a
         party or to which the Company is otherwise subject, nor does any such
         execution, delivery, approval, adoption or compliance result in the
         creation or imposition of any lien, charge or other security interest
         or encumbrance of any nature whatsoever upon any of the properties or
         assets of the





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         Company under the terms of any such law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, deed of trust,
resolution, agreement or other instrument, except as provided by the Indenture,
the Lease Agreement or the Reimbursement Agreement or the other documents
executed in connection therewith.

                 (e)      To the best of the Company's knowledge and belief,
         the Company is not in breach of or default in any material respect
         under any applicable law or administrative regulation or any
         applicable judgment or decree or any loan agreement, indenture, bond,
         note, resolution, agreement or other instrument to which the Company
         is a party or to which the Company is otherwise subject, and no event
         has occurred and is continuing which, with the passage of time or the
         giving of notice, or both, would constitute a default or an event of
         default under any such instrument.

                 (f)      There is no action, suit, proceeding or investigation
         at law or in equity before or by any court or governmental agency or
         body pending or threatened against the Company wherein an adverse
         decision, ruling or finding would (i) result in any material and
         adverse change in the condition (financial or otherwise), business or
         prospects of the Company which would materially and adversely affect
         the properties of the Company, and which has not been disclosed in the
         Placement Memorandum (ii) materially and adversely affect the
         transactions contemplated by this Agreement, or (iii) materially and
         adversely affect the validity or enforceability against the Company of
         the Lease Agreement, the Reimbursement Agreement, the Remarketing
         Agreement or this Agreement.

                 (g)      The Company has the full power and authority to
         execute and deliver and to perform its obligations under the Lease
         Agreement, the Reimbursement Agreement, the Remarketing Agreement, and
         this Agreement and to engage in the transactions contemplated thereby
         and by the Placement Memorandum relating to the offer and sale of the
         Bonds.  The Lease Agreement, the Reimbursement Agreement, the
         Remarketing Agreement and this Agreement have been duly authorized
         and, when executed and delivered by the respective parties hereto and
         thereto, will constitute legal, valid and binding obligations of the
         Company enforceable in accordance with their respective terms, except
         as enforcement thereof may be limited by bankruptcy, insolvency or
         other laws affecting enforcement of creditors' rights and general
         principles of equity, and except as the indemnification provisions
         hereof may be limited by applicable securities laws or public policy.

                 (h)      The application to the Issuer and the completed
         questionnaires, if any, supplied by the Company to the Issuer, Bond
         Counsel and/or the Placement Agent or its counsel with respect to the
         Project to be financed with the proceeds of the Bonds are true,
         correct and complete in all material respects for the purposes for
         which supplied.

                 (i)      No consent, approval, authorization or other action
         by any governmental or regulatory authority that has not been obtained
         is or will be required by the Company for the issuance and sale of the
         Bonds or the consummation of the other transactions contemplated





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         by the Remarketing Agreement, this Agreement and the Placement
         Memorandum, except for such licenses, certificates, approvals,
         variances or permits which may be necessary for the construction or
         operation of the Project and for which the Company has applied (or for
         which the Company will apply in the ordinary course of business) and
         expects to receive, and except as may be required under the state
         securities or "blue sky" laws in connection with the placement of the
         Bonds by the Placement Agent.

                 (j)      The Company authorizes the use by the Placement Agent
         of the Placement Memorandum (including the Appendices thereto and all
         information incorporated therein by reference), the Lease Agreement,
         the Reimbursement Agreement, and this Agreement and the information
         therein and herein in connection with the placement of the Bonds.

                 (k)      The Company will not take or omit to take any action
         which action or omission will in any way cause the proceeds from the
         sale of the Bonds to be applied in a manner contrary to that provided
         in the Indenture, and the Lease Agreement.

                 (l)      The Company will deliver all opinions, certificates,
         letters and other instruments and documents reasonably required by the
         Lease Agreement, the Reimbursement Agreement, the Remarketing
         Agreement and this Agreement.

                 (m)      Any certificate of the Company delivered to the
         Placement Agent shall be deemed a representation and warranty by the
         Company to the Placement Agent as to the statements made therein.

                 (n)      The Company will furnish such information, execute
         such instruments and take such other action in cooperation with the
         Issuer and the Placement Agent as may be required to qualify the Bonds
         for offering and sale under the "blue sky" or other securities laws of
         such jurisdictions as the Placement Agent may designate; provided,
         however, that the Company shall not be obligated to accept, or consent
         to accept, service of process, or to appoint an agent to accept
         service of process, outside the State of Alabama or any other state in
         which the Company is qualified to do business;

                 (o)      The representations, warranties, agreements and
         indemnities contained herein shall survive the Closing and any
         investigation made by or on behalf of the Issuer or the Placement
         Agent or any such director, officer or any such controlling person as
         to any matters described in or related to the transactions
         contemplated hereby and by the Placement Memorandum, the Indenture,
         the Reimbursement Agreement, the Lease Agreement and the Remarketing
         Agreement.

         6.      The Company shall indemnify the Issuer and the Placement Agent
and shall hold them harmless as follows:





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                 (a)      The Company shall pay and indemnify and hold harmless
         the Issuer and any person who "controls" the Issuer within the meaning
         of Section 15 of the Securities Act of 1993, as amended, and any
         member, officer, director, trustee, official, employee and agent of
         the Issuer, and each person, if any, who has the power, directly or
         indirectly, to direct or cause the direction of the management and
         policies of the Issuer pursuant to the Act or the Issuer's regulations
         or bylaws (each an "Issuer Indemnified Party", and collectively, the
         "Issuer Indemnified Parties") from any loss, claim, damage, tax,
         penalty or expense (including reasonable attorneys' fees and
         expenses), or liability of any nature due to any and all suits,
         actions, legal or administrative proceedings, or claims arising or
         resulting from or in any way connected with: (i) the financing of the
         Project or the installation, operation, use, or maintenance of the
         properties of the Company, (ii) any act, failure to act, or
         misrepresentation by any person in connection with the issuance, sale,
         delivery or remarketing of the Bonds, or (iii) any act, failure to
         act, or misrepresentation by the Issuer in connection with this
         Agreement or any other document involving the Issuer in this matter.
         If any suit, action or proceeding is brought against any of the Issuer
         Indemnified Parties, that suit, action or proceeding shall be defended
         by counsel to the Issuer or the Company, as the Issuer shall
         determine.  If the defense is by counsel to the Issuer, the Company
         shall indemnify the Issuer Indemnified Parties for the reasonable cost
         of that defense including reasonable attorneys' fees and expenses.  If
         the Issuer determines that the Company shall defend the Issuer or any
         Issuer Indemnified Parties, the Company shall immediately assume the
         defense at its own cost.  Neither the Issuer nor the Company shall be
         liable for any settlement of any proceeding made without each of their
         consent (which consent shall not be unreasonably withheld).

                 (b)      The Company shall indemnify and hold harmless the
         Placement Agent and any person who "controls" the Placement Agent
         within the meaning of Section 15 of the Securities Act of 1933, as
         amended, and any officer, director, official, employee and agent of
         the Placement Agent (each an "Agent Indemnified Party" and
         collectively, the "Agent Indemnified Parties") from any loss, claim,
         damage, tax, penalty, or expense (including reasonable attorneys' fees
         and expenses), or liability of any nature due to any and all suits,
         actions, legal or administrative proceedings, or claims arising or
         resulting from, or in any way connected with: (i) the financing of the
         Project or the installation, operation, use, or maintenance of the
         properties of the Company, (ii) any act, failure to act, or
         misrepresentation by the Company or any director, officer, employee,
         agent, or independent contractor of the Company in connection with the
         issuance, sale, delivery or remarketing of the Bonds, or (iii) any
         act, failure to act, or misrepresentation by the Issuer or the
         Placement Agent in connection with this Agreement or any other
         document involving the Issuer or the Placement Agent in this matter
         (except to the extent any such act, failure to act or
         misrepresentation by the Placement Agent or any director, officer,
         employee, agent, or independent contractor of the Placement Agent
         involved the gross negligence or willful misconduct of the Placement
         Agent or any of its directors, officers, employees, agents or
         independent contractors); provided, however, that no such
         indemnification shall be extended to the Placement Agent in connection
         with any matter to the extent that the Placement Agent





                                      -9-
<PAGE>   10
         is required to indemnify the Company or the Company Indemnified
         Parties (as defined in Section 7(b) hereof) therefor pursuant to
         Section 7(b) of this Agreement.  In case any claim shall be made or
         any action shall be brought against one or more of the Agent
         Indemnified Parties, the Agent Indemnified Parties seeking indemnity
         hereunder shall promptly notify the Company in writing, and the
         Company shall promptly assume the defense thereof, including the
         employment of counsel reasonably satisfactory to the Placement Agent,
         the payment of all expenses and the right to negotiate and consent to
         settlement.  If any of the Agent Indemnified Parties is advised in an
         opinion of counsel that there may be legal defenses available to it
         which are adverse to or in conflict with those available to the
         Company, or that the defense of such Agent Indemnified Party should be
         handled by separate counsel, the Company shall not have the right to
         assume the defense of such Agent Indemnified Party, but shall be
         responsible for the reasonable fees and expenses of counsel retained
         by the Agent Indemnified Party in assuming its own defense, and
         provided also that if the Company shall have failed to assume the
         defense of such action or to retain counsel reasonably satisfactory to
         the Company, within a reasonable time after written notice of the
         commencement of such action, the fees and expenses of counsel retained
         by the Agent Indemnified Parties shall be paid by the Company.
         Notwithstanding and in addition to any of the foregoing, any one or
         more of the Agent Indemnified Parties shall have the right to employ
         separate counsel in any such action and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be at the
         expense of such Agent Indemnified Parties, unless the employment of
         such counsel had been specifically authorized, in writing, by the
         Company.  The Company shall not be liable for any settlement of any
         such action effected without its written consent, but if settled with
         the consent of the Company or if there is a final judgment for the
         plaintiff in any such action with or without consent, the Company
         shall indemnify and hold harmless the Agent Indemnified Parties from
         and against any loss or liability by reason of such settlement or
         judgment.

                 (c)      The Company shall also indemnify the Issuer
         Indemnified Parties and the Agent Indemnified Parties for all
         reasonable costs and expenses, including reasonable attorneys' fees
         and expenses, incurred in: (i) enforcing any obligation of the Company
         under this Agreement or any related agreement, (ii) taking any action
         requested by the Company, (iii) taking any action required by this
         Agreement or any related agreement, or (iv) taking any action
         considered necessary by the Issuer or the Placement Agent and which is
         authorized by this Agreement or any related agreement.

                 (d)      Any provision of this Agreement or any other
         instrument or document executed and delivered in connection therewith
         to the contrary notwithstanding, the Issuer retains the right to (i)
         enforce any applicable federal or state law or regulation pertaining
         to the Issuer and (ii) enforce any rights accorded the Issuer by
         federal or state law or regulation, and nothing in this Agreement
         shall be construed as an express or implied waiver thereof.

                 (e)      The indemnity provided herein is not intended to
         supersede any indemnity to which the Issuer is entitled to under the
         Lease Agreement.  Any indemnity provided herein





                                      -10-
<PAGE>   11
         is in addition to any other indemnification provided by the Company to
         the Indemnified Parties.

         7.      The Placement Agent shall indemnify the Issuer and the Company
and shall hold them harmless as follows:

                 (a)      The Placement Agent shall indemnify, defend and hold
         harmless the Issuer and the Issuer Indemnified Parties to the fullest
         extent permitted by law, from and against any and all losses, claims,
         damages, demands, liabilities, costs or expenses, including reasonable
         attorneys' fees and expenses related thereto, (i) arising out of or
         based upon an untrue statement or misleading statement or alleged
         untrue statement or alleged misleading statement of a material fact
         contained in the Placement Memorandum or arising out of or based upon
         the omission or alleged omission of the Placement Agent to make the
         statements therein, in light of the circumstances under which they
         were made, not misleading, but in each case only to the extent that
         such untrue or misleading statement or alleged untrue or misleading
         statement or omission or alleged omission was made in the Placement
         Memorandum in reliance upon and in conformity with information
         furnished to the Issuer or the Company in writing by the Placement
         Agent, including, without limitation, the information therein
         describing the Placement Agent or its activities with respect to the
         Bonds, contained under the caption "PLACEMENT OF THE BONDS" and (ii)
         to the extent of the aggregate amount paid in settlement of any
         litigation commenced or threatened arising from a claim based upon any
         such untrue statement or omission, if such settlement is effected with
         the written consent of the Placement Agent and (iii) as a result of,
         or in connection with, the violation of federal or state securities
         laws by the Placement Agent in its sale of the Bonds to the purchasers
         thereof.

                 (b)      The Placement Agent shall indemnify, defend and hold
         harmless the Company, its directors, officers and each person, if any,
         who has the power, directly or indirectly, to direct or cause the
         direction of the management and policies of the Company (each a
         "Company Indemnified Party," and collectively, the "Company
         Indemnified Parties") to the fullest extent permitted by law, from and
         against any and all losses, claims, damages, demands, liabilities,
         costs or expenses, including reasonable attorneys' fees and expenses
         related thereto, (i) arising out of or based upon an untrue statement
         or alleged misleading statement of a material fact contained in the
         Placement Memorandum or arising out of or based upon the omission or
         alleged omission of the Placement Agent to make the statement therein,
         in light of the circumstances under which they were made, not
         misleading, but in each case only to the extent that such untrue or
         misleading statement or alleged untrue or misleading statement or
         omission or alleged omission was made in the Placement Memorandum in
         reliance upon and in conformity with information furnished to the
         Company or the Issuer in writing by the Placement Agent, including,
         without limitation, the information therein describing the Placement
         Agent or its activities with respect to the Bonds, contained under the
         caption "PLACEMENT OF THE BONDS" and (ii) to the extent of the
         aggregate amount paid in settlement of any litigation commenced or
         threatened arising





                                      -11-
<PAGE>   12
         from a claim based upon any such untrue statement or omission, if such
         settlement is effected with the written consent of the Placement
         Agent.

                 (c)      The Placement Agent shall indemnify, defend and hold
         harmless the Issuer Indemnified Parties and the Company Indemnified
         Parties to the fullest extent permitted by law from and against any
         and all losses, claims, damages, demands, liabilities, costs or
         expenses (including reasonable attorneys' fees and expenses) caused by
         (i) the failure of the Placement Agent to comply with the registration
         or qualification requirements applicable to the Placement Agent or the
         Bonds under any securities or "blue sky" laws of any state in which
         such registration or qualification is required and (ii) the violation
         of any applicable federal or state securities laws in connection with
         the sale of the Bonds.

                 (d)      In case any claim shall be made or any action shall
         be brought against one or more of the Issuer Indemnified Parties or
         the Company Indemnified Parties based upon information furnished in
         writing to the Issuer or the Company by the Placement Agent,
         describing therein the Placement Agent or its activities with respect
         to the Bonds or pursuant to the preceding paragraph, the Issuer
         Indemnified Parties or the Company Indemnified Parties seeking
         indemnity shall promptly notify the Placement Agent in writing, and
         the Placement Agent shall promptly assume the defense thereof,
         including the employment of counsel reasonably satisfactory to the
         Issuer and the Company, the payment of all expenses and the right to
         negotiate and consent to settlement.  If any of the Issuer Indemnified
         Parties or the Company Indemnified Parties is advised in an opinion of
         counsel that there may be legal defenses available to it which are
         adverse to or in conflict with those available to the Placement Agent,
         or that the defense of such Issuer Indemnified Party or Company
         Indemnified Party should be handled by separate counsel, the Placement
         Agent shall not have the right to assume the defense of such Issuer
         Indemnified Party or Company Indemnified Party, but shall be
         responsible for the reasonable fees and expenses of counsel retained
         by the Issuer Indemnified Party and/or Company Indemnified Party in
         assuming its own defense, and provided also that if the Placement
         Agent shall have failed to assume the defense of such action or to
         retain counsel reasonably satisfactory to the Issuer or the Company,
         as the case may be, within a reasonable time after written notice of
         the commencement of such action, the fees and expenses of counsel
         retained by the Issuer Indemnified Parties and/or the Company
         Indemnified Parties, as the case may be, shall be paid by the
         Placement Agent.  Notwithstanding and in addition to any of the
         foregoing, any one or more of the Issuer Indemnified Parties and/or
         the Company Indemnified Parties, as the case may be, shall have the
         right to employ separate counsel in any such action and to participate
         in the defense thereof, but the fees and expenses of such counsel
         shall be at the expense of such Issuer Indemnified Parties and/or the
         Company Indemnified Parties, as the case may be, unless the employment
         of such counsel had been specifically authorized, in writing, by the
         Placement Agent.  The Placement Agent shall not be liable for any
         settlement of any such action effected without its written consent,
         but if settled with the consent of the Placement Agent or if there is
         a final judgment for the plaintiff in any such action with or without
         consent based on the preceding paragraph, the Placement Agent shall
         indemnify and





                                      -12-
<PAGE>   13
         hold harmless the Issuer Indemnified Parties and the Company
         Indemnified Parties from and against any loss or liability by reason
         of such settlement or judgment.

                 8.       The Company further agrees as follows:

                 (a)      The Company approves and ratifies the use by the
         Placement Agent prior to the date hereof of a Preliminary Placement
         Memorandum (the "Preliminary Placement Memorandum") in connection with
         the offering of the Bonds.

                 (b)      The Company ratifies, confirms and consents to the
         use of the Preliminary Placement Memorandum, drafts of the Preliminary
         Placement Memorandum and the Placement Memorandum by counsel to the
         Placement Agent in obtaining necessary qualification, exemption,
         determination or continuation of any of the foregoing under applicable
         securities laws.

                 (c)      The Company approves the form of and authorizes the
         Placement Agent to prepare, use and distribute the Placement
         Memorandum in the final form in connection with the placement and sale
         of the Bonds.

                 (d)      The Company shall provide to the Placement Agent, on
         the date hereof, sufficient copies of the Placement Memorandum to
         enable the Placement Agent to comply with the requirements of SEC Rule
         15c2-12(b)(4), Rule G-32 of the Municipal Securities Rulemaking Board
         and with other applicable legal requirements.

                 (e)      No amendment or supplement to the Placement
         Memorandum shall be made without the written approval of the Placement
         Agent.  If, during the period from the date of this Agreement to and
         including the date which is 90 days following the End of the
         Underwriting Period for the Bonds (as such term is hereinafter
         defined) an event occurs affecting the Company of which the Company
         has knowledge and which might or would cause the Placement Memorandum
         to contain any untrue statement of a material fact or omit to state a
         material fact necessary to be stated therein for the purpose for which
         it is to be used or to make the statements therein, in the light of
         the circumstances under which they were made, not misleading in any
         material respect, the Company will notify the Placement Agent and the
         Issuer, and if in the opinion of the Placement Agent such event
         requires an amendment or supplement to the Placement Memorandum, the
         Company will amend or supplement the Placement Memorandum in a form
         and in a manner approved by the Placement Agent and the Issuer and
         furnish to the Placement Agent and the Issuer (i) a reasonable number
         of copies of the amendment or supplement and (ii) if such notification
         shall be subsequent to the date of the Closing, such legal opinions,
         certificates, instruments and other documents as the Placement Agent
         may reasonably deem necessary to evidence the truth and accuracy of
         such amendment or supplement.  The cost of providing any amendment or
         supplement during the period prior to and including the date which is
         90 days following the End of the Underwriting Period for the Bonds
         shall be paid by the Company.





                                      -13-
<PAGE>   14
                 (f)      As used herein, "End of the Underwriting Period" for
         the Bonds shall mean the date on which the End of the Underwriting
         Period for the Bonds has occurred under SEC Rule 15c2-12; provided,
         however, that the Placement Agent shall be entitled to treat the
         Closing Date as the End of the Underwriting Period for the Bonds.

         9.      By 11:00 a.m., Central Daylight Savings Time, on April 23,
1997 (the "Closing Date"), the certificates, opinions, commitments and other
documents required by Section 10 hereof shall be executed and delivered and
payment of such fees as are called for herein shall be made (such execution,
delivery and payment, together, being referred to as the "Closing").  The
Closing shall take place at the offices of Bodman, Longley & Dahling LLP,
Detroit, Michigan, or such other location as may be agreed upon by the Issuer,
the Company and the Placement Agent. At least two (2) business days prior to
the Closing Date, the Issuer will deliver the Bonds to the Placement Agent in
definitive form duly executed (or, at the option of the Placement Agent, in
book entry form under the book entry system maintained by The Depository Trust
Company), together with the other documents herein mentioned, and the Placement
Agent will accept such delivery and facilitate the payment of the purchase
price of the Bonds in federal funds.

         10.     The obligations of the Placement Agent hereunder shall be
subject to the performance by the Issuer and the Company of their respective
obligations to be performed hereunder at and prior to the Closing, to the
accuracy in all material respects, in the reasonable judgment of the Placement
Agent, of the representations and warranties of the Issuer and the Company
herein as of the date hereof and as of the Closing and, in the reasonable
discretion of the Placement Agent, to the following conditions, including the
delivery by the Issuer and the Company, as the case may be, of the Closing
Documents (hereinafter defined) enumerated herein, in each case in form and
substance reasonably satisfactory to the Placement Agent's counsel, as of the
Closing:

                 (a)      At the time of the Closing, (i) the resolution
         authorizing the Bonds, the Indenture, the Lease Agreement, the
         Reimbursement Agreement, the Letter of Credit, the confirmation of the
         Letter of Credit, this Agreement and the Remarketing Agreement shall
         be in full force and effect in the form heretofore approved by the
         Issuer, the Company, the Credit Obligor, the Confirming Bank and the
         Trustee, as the case may be, and none of the foregoing documents shall
         have been amended, repealed, modified or supplemented from the forms
         thereof as of the date hereof, or as may have been approved in writing
         by the Placement Agent and (ii) the Issuer and the Company shall have
         duly adopted and there shall be in full force and effect such other
         resolutions as, in the opinion of Bond Counsel and the Placement
         Agent's counsel, are necessary and appropriate in connection with the
         transactions contemplated hereby and by the Placement Memorandum.

                 (b)      At or prior to the Closing, the Issuer shall have
         duly executed and delivered, and the Trustee shall have authenticated,
         the Bonds, and at the time of the Closing the proceeds derived from
         the sale of the Bonds shall be deposited and applied for the purposes
         described in the Placement Memorandum and as provided in the
         Indenture.





                                      -14-
<PAGE>   15
                 (c)      At or prior to the Closing, the Placement Agent shall
         have received the following documents (the "Closing Documents"):

                          (i)     the unqualified approving opinion of Bond
                 Counsel, dated the Closing Date, and the supplemental opinion
                 of Bond Counsel, dated the Closing Date and addressed to the
                 Placement Agent and the Issuer in substantially the form and
                 substance satisfactory to each of them;

                          (ii)    [reserved];

                          (iii)   the opinion of counsel to the Company, dated
                 the Closing Date and addressed to the Issuer, the Trustee, the
                 Placement Agent and the Credit Obligor, in substantially the
                 form and substance satisfactory to each of them;

                          (iv)    the opinion of counsel to the Credit Obligor,
                 dated the Closing Date, and addressed to the Issuer, the
                 Company, the Trustee, the Placement Agent and Bond Counsel, in
                 form and substance reasonably satisfactory to the Placement
                 Agent;

                          (v)     the opinion of counsel to the Confirming
                 Bank, dated the Closing Date, and addressed to the Issuer, the
                 Company, the Trustee, the Placement Agent and Bond Counsel, in
                 form and substance reasonably satisfactory to the Placement
                 Agent;

                          (vi)    a certificate, dated the Closing Date, of the
                 Issuer executed on its behalf by an authorized officer thereof
                 to the effect that (A) the representations and warranties of
                 the Issuer contained herein are true and correct in all
                 respects on and as of the Closing Date with the same effect as
                 if made on the Closing Date, (B) the Issuer has complied with
                 all agreements and conditions of this Agreement to be
                 performed or satisfied by the Issuer at or prior to the
                 Closing Date and (C) no event affecting the Issuer has
                 occurred since the date of the Placement Memorandum (as
                 amended or supplemented to date) which should be disclosed in
                 the Placement Memorandum for the purposes for which it is to
                 be used or which it is necessary to disclose therein in order
                 to make the statements and information therein not misleading
                 in any material respect;

                          (vii)   a certificate, dated the Closing Date, of the
                 Company executed on its behalf by an authorized representative
                 thereof to the effect that (A) the representations and
                 warranties of the Company contained herein are true and
                 correct in all respects on and as of Closing Date with the
                 same effect as if made on the Closing Date, (B) the Company
                 has complied with all agreements and conditions of this
                 Agreement to be performed or satisfied by the Company at or
                 prior to the Closing Date and (C) no event affecting the
                 Company has occurred since the date of 





                                      -15-
<PAGE>   16
                 the Placement Memorandum (as amended or supplemented to date)
                 which should be disclosed in the Placement Memorandum for the
                 purposes for which it is to be used or which it is necessary
                 to disclose therein in order to make the statements and
                 information therein not misleading in any material respect;

                          (viii)  copies of the preliminary and final Placement
                 Memorandum, in a quantity as reasonably determined by the
                 Placement Agent, duly executed by or on behalf of the Issuer;

                          (ix)    a copy of all resolutions duly adopted by the
                 Company authorizing or approving the execution and delivery of
                 the documents required to be executed and delivered by the
                 Company or approving, as necessary, the forms of the Indenture
                 and the Bonds, certified by an authorized representative of
                 the Company;

                          (x)     good standing certificates for the Company
                 issued by the Secretary of the State of Michigan and the
                 Secretary of the State of Alabama;

                          (xi)    evidence that Standard & Poor's has issued a
                 rating for the Bonds that is not lower than AA-/A-1+ and that
                 such rating is in effect at the Closing Date and is not then
                 being reviewed;

                          (xii)   a certificate of the Trustee, in form and
                 substance satisfactory to the Placement Agent, the Company and
                 the Issuer, to the effect that all moneys and securities
                 delivered to the Trustee under and pursuant to the Indenture
                 have been duly deposited to the credit of the appropriate
                 funds established under or in accordance with the Indenture or
                 otherwise applied as provided in the Indenture and that the
                 Trustee has no knowledge of any default under the Indenture;

                          (xiii)  copies of all closing documents (not
                 otherwise specified for delivery hereunder) identified for
                 delivery in the most recent closing list for the Closing
                 provided by Bond Counsel, duly executed, if applicable, by the
                 respective parties thereto; and

                          (xiv)   such additional legal opinions, certificates,
                 proceedings, instruments and other documents as counsel to the
                 Placement Agent, Bond Counsel and the Issuer may reasonably
                 request to evidence compliance by the Issuer and the Company
                 with legal requirements, the truth and accuracy, as of the
                 time of the Closing, of the respective representations and
                 warranties of the Company and the Issuer herein and the due
                 performance or satisfaction by the Issuer and the Company at
                 or prior to such time of all agreements then to be performed
                 and all conditions then to be satisfied by the Issuer and the
                 Company or as otherwise may be deemed necessary by such
                 counsel in connection with the issuance of the Bonds.





                                      -16-
<PAGE>   17
                 (d)      If the Issuer or the Company shall be unable to
         satisfy the conditions to the obligations of the Placement Agent
         contained in this Agreement, or if the obligations of the Placement
         Agent hereunder may be terminated for any reason permitted by this
         Agreement, then this Agreement may be terminated by the Placement
         Agent and if so terminated neither the Placement Agent nor the Company
         or the Issuer shall be under any obligations hereunder; provided,
         however, that the respective obligations to pay expenses, as provided
         in Section 13 hereof, and the respective indemnification obligations
         contained in Section 6 hereof, shall continue in full force and
         effect.

         11.     For a period of 90 days after the Closing (a) the Issuer will
not adopt any amendment of or supplement to the Placement Memorandum to which
the Placement Agent shall object in writing or which shall be disapproved by
counsel for the Placement Agent and (b) if any event relating to or affecting
the Issuer and the Company shall occur as a result of which it is necessary, in
the opinion of counsel to the Placement Agent, to amend or supplement the
Placement Memorandum in order to make the Placement Memorandum not misleading
in light of the circumstances existing at the time it is delivered to the
initial purchasers of the Bonds, the Issuer and the Company will forthwith
prepare and furnish to the Placement Agent a reasonable number of copies of an
amendment of or supplement to the Placement Memorandum (in form and substance
satisfactory to counsel for the Placement Agent and at the Company's expense)
which will amend or supplement the Placement Memorandum so that it will not
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time the Placement Memorandum is delivered to the
initial purchasers of the Bonds, not misleading.  For purposes of this Section,
the Issuer and the Company will each furnish such information with respect to
themselves as the Placement Agent may from time to time request.

         12.     The Placement Agent shall have the right to cancel its
obligations to place the Bonds if, between the date hereof and the Closing
Date:

                 (a)      legislation shall be enacted, or actively considered
         for enactment, by the Congress or recommended by the President of the
         United States to the Congress for passage, or favorably reported for
         passage to either house of the Congress by any committee of such house
         to which such legislation has been referred for consideration, a
         decision by a court of the United States or the United States Tax
         Court shall be rendered, or a ruling, regulation or official statement
         by or on behalf of the Treasury Department of the United States, the
         Internal Revenue Service or other agency or department of the United
         States shall be made or proposed to be made which has the purpose or
         effect, directly or indirectly, of imposing federal income taxes upon
         revenues or other income to be derived by the Issuer under the Lease
         Agreement, or upon interest on the Bonds;

                 (b)      any other action or event shall have transpired which
         has the purpose or effect, directly or indirectly, of materially and
         adversely affecting the federal income tax consequences of any of the
         transactions contemplated hereby or by the Placement





                                      -17-
<PAGE>   18
         Memorandum, and, in the reasonable opinion of the Placement Agent,
         such action or event pertaining to the federal income tax consequences
         referenced above materially and adversely affects the market for the
         Bonds or the sale, at the contemplated offering price by the Placement
         Agent, of the Bonds;

                 (c)      legislation shall be enacted or actively considered
         for enactment by the Congress, with an effective date on or prior to
         the Closing Date, or a decision by a court of the United States shall
         be rendered, or a ruling or regulation by the Securities and Exchange
         Commission or other governmental agency having jurisdiction over the
         subject matter shall be made, the effect of which is that (i) the
         Bonds are not exempt from the registration, qualification or other
         requirements of the Securities Act of 1933, as amended and as then in
         effect, or the Securities Exchange Act of 1934, as amended and as then
         in effect, or (ii) the Indenture is not exempt from the registration,
         qualification or other requirements of the Trust Indenture Act of
         1939, as amended and as then in effect;

                 (d)      a stop order, ruling or regulation by the Securities
         and Exchange Commission shall be issued or made, the effect of which
         is that the issuance, offering or sale of the Bonds, as contemplated
         hereby or by the Placement Memorandum, is in violation of any
         provision of the Securities Act of 1933, as amended and as then in
         effect, the Securities Exchange Act of 1934, as amended and as then in
         effect, or the Trust Indenture Act of 1939, as amended and as then in
         effect;

                 (e)      there shall occur any outbreak of hostilities or any
         national or international calamity or crisis or a financial crisis the
         effect of which on the financial markets of the United States is such
         as, in the reasonable judgment of the Placement Agent, would
         materially and adversely affect the market for the Bonds or the sale,
         at the contemplated offering price by the Placement Agent, of the
         Bonds;

                 (f)      a general suspension of trading on the New York Stock
         Exchange is in force, the effect of which on the financial markets of
         the United States in the reasonable judgment of the Placement Agent,
         as such as would materially and adversely affect the market for the
         Bonds or the sale, at the contemplated offering price, by the
         Placement Agent, of the Bonds;

                 (g)      a general banking moratorium is declared by federal
         or state (including specifically Illinois and New York) authorities,
         the effect of which on the financial markets of the United States in
         the reasonable judgment of the Placement Agent, as such as would
         materially adversely affect the market for the Bonds or the sale, at
         the contemplated offering price by the Placement Agent, of the Bonds;

                 (h)      there occurs any material adverse change in the
         affairs, operations or financial conditions of the Company except as
         set forth in or contemplated by the Placement Memorandum;





                                      -18-
<PAGE>   19
                 (i)      the Placement Memorandum is not executed, approved
         and delivered as provided herein;

                 (j)      any rating of the Confirming Bank or the Bonds by a
         national rating agency shall be withdrawn or downgraded;

                 (k)      in the reasonable judgment of the Placement Agent,
         the market price of the Bonds, or the market price generally of
         obligations of the general character of the Bonds, might be adversely
         affected because (i) additional material restrictions not in force as
         of the date hereof shall have been imposed upon trading in securities
         generally by any governmental authority or by any national securities
         exchange, or (ii) the New York Stock Exchange or other national
         securities exchange, or any governmental authority, shall impose, as
         to the Bonds or similar obligations, any material restrictions not now
         in force, or increase materially those now in force, with respect to
         the extension of credit by, or the charge to the net capital
         requirements of, the Placement Agent; or

                 (l)      other than disclosed in the Placement Memorandum, any
         litigation shall be instituted, pending or threatened to restrain or
         enjoin the issuance, sale or delivery of the Bonds or in any way
         protesting or affecting any authority for or the validity of the
         Bonds, the resolution of the Issuer authorizing the Bonds, the
         Indenture, the Agreement, the Remarketing Agreement, the Letter of
         Credit, the confirmation of the Letter of Credit, or the existence or
         powers of the Issuer or the Company.

         13.     Whether or not the transactions contemplated by this Agreement
are consummated, all expenses and costs of the Issuer incident to the
performance of its obligations in connection with the authorization, issuance
and delivery of the Bonds to the Placement Agent, shall be paid by the Company.

         14.     Any notice or other communication to be given under this
Agreement shall be given by mail or courier delivery or by facsimile
transmission as follows:


                 If to the Company:

                     McClain Industries, Inc.
                     6200 Elmridge Road
                     Sterling Heights, MI 48310
                     P.O. Box 180913
                     Utica, MI 48318
                     Attention: Mr. Carl Jaworski
                     Telephone: (810) 264-3611
                     Facsimile number: (810) 264-7191





                                      -19-
<PAGE>   20
                  If to the Issuer:

                     The Industrial Development Board of the City of Demopolis
                     City Hall
                     Demopolis, Alabama 36732
                     Attention:
                     Telephone:
                     Telecopier:
                     

                  If to the Placement Agent:

                     LaSalle National Bank
                     181 West Madison Street
                     Suite 3203
                     Chicago, Illinois 60602-4510
                     Attention: Capital Markets Group
                     Telephone number: 312-904-7047
                     Facsimile number: 312-904-8167

         All notices or communications hereunder by any party shall be given
and served upon each other party.

         15.     The approval of the Placement Agent when required hereunder or
the determination of satisfaction as to any document referred to herein shall
be in writing signed by the Placement Agent and delivered to the party
requesting such approval or determination of satisfaction.

         16.     This Agreement is made solely for the benefit of the Issuer,
the Company and the Placement Agent and no other person shall acquire or have
any rights hereunder or by virtue hereof except as otherwise provided in
Sections 6 and 7 hereof.  All representations, warranties and agreements of
authority in this Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Placement Agent and
shall survive the delivery of and payment for the Bonds.  The covenants and the
agreements of each of the respective parties hereto shall survive the delivery
of and payment for the Bonds and shall remain in full force and effect
thereafter.

         17.     This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, and such counterparts shall together constitute but one and the same
instrument.

         18.     This Agreement shall be governed exclusively by and construed
in accordance with the internal laws of the State of Illinois applicable to
contracts to be wholly performed therein.





                                      -20-
<PAGE>   21
                                        Very truly yours,

                                        LASALLE NATIONAL BANK,
                                        as Placement Agent


                                        By:
                                           -------------------------------------


                                        Title:
                                              ----------------------------------



Accepted:

THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF DEMOPOLIS        

By:
   -------------------------------------


Title:
      ----------------------------------



Approved:

MCCLAIN OF ALABAMA, INC.


By:
   -------------------------------------
         Carl Jaworski
Title:   Secretary







                                      -21-