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                                                                  EXHIBIT 10.64

                                                        Note No.   0250012691
                                                                ---------------

                             STANDARD FEDERAL BANK

                           THIRD AMENDED AND RESTATED

                                PROMISSORY NOTE
                                (Line of Credit)                   [X]  Renewal

$10,000,000.00                                       Troy            , Michigan
------------------------------                     ------------------

Due Date:  March 1, 1999                           Dated:  April 28, 1997
          --------------------                           ----------------------

     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 Ten Million and
00/100 Dollars ($10,000,000.00) or such lesser amount as may from time to time
be outstanding by reason of having been advanced hereunder, 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.

         It is understood and agreed by Borrower that the Effective Interest
Rate shall be determined by reference to the "Wall Street
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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.

         Accrued interest shall be payable on the first day of each month
beginning on May 1, 1997.

         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 in accordance with the
provisions of a First Amended and Restated Loan Agreement, dated October 2,
1995, as modified August 29, 1996, by and between Standard Federal and the
Borrower (the "Loan Agreement").  Any and all indebtedness may be repaid by the
Borrower in whole or in part from time to time prior to the Due Date.  Standard
Federal shall, from time to time prior to the Due Date, make advances to
Borrower hereunder upon request therefor by Borrower, provided that, upon
giving effect to such advance: (a) 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; (b) all
representations and warranties of Borrower theretofore made are true and
correct; (c) Standard Federal shall not have previously or concurrently
declared all amounts owing hereunder to be immediately due and payable; (d) the
amount requested shall not cause the total amount outstanding hereunder to
exceed the Credit Limit, as defined in the Loan Agreement; and (e) all other
requirements for the making of advances provided for in the Loan Agreement have
been satisfied.  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 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.

         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





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and all such excess paid shall be automatically credited against and in
reduction of the principal due under this Note.  If Standard Federal shall
reasonably determine that the Effective Interest Rate (together with all other
charges or payments related hereto that may be deemed interest) stipulated
under this Note is, or may be, usurious or otherwise limited by law, the unpaid
balance of this Note, with accrued interest at the highest rate permitted to be
charged by stipulation in writing between Standard Federal and Borrower, at the
option of Standard Federal, shall immediately become due and payable.

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

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

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





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

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

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

         This Note is executed pursuant to the Loan Agreement, is secured by a
Security Agreement, dated September 15, 1994, by a Security Agreement, dated
June 22, 1995, and by two Open-End Commercial Mortgages and Assignments of
Lease and Rentals, dated June 29, 1993, as amended September 15, 1994, February
6, 1995,





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February 16, 1995, May 5, 1995 and June 22, 1995, and is supported by a
Guaranty executed by McClain Industries, Inc., a Michigan corporation, dated
May 5, 1995, and secured by an Assignment of Policy as Collateral Security,
dated July 15, 1996.  The termination date of the Revolving Line of Credit
evidenced hereby, provided for in Section 1.6 of the Loan Agreement, is hereby
amended and extended from the date stated in Section 1.6 of the Loan Agreement
to the Due Date of this Note.  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.

         WAIVER OF JURY TRIAL.  THE BORROWER AND STANDARD FEDERAL, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY
RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREBY, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN), OR ACTIONS OF EITHER OF THEM.  THIS WAIVER SHALL NOT IN ANY WAY
AFFECT STANDARD FEDERAL'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION
OF JUDGMENT OR COGNOVIT PROVISION CONTAINED HEREIN OR IN ANY RELATED INSTRUMENT
OR AGREEMENT.  NEITHER THE BORROWER NOR STANDARD FEDERAL SHALL SEEK TO
CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY
RESPECT OR RELINQUISHED BY EITHER THE BORROWER OR STANDARD FEDERAL EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH OF THEM.

         Confession of Judgment:  The Borrower irrevocably authorizes any
attorney-at-law to appear for the Borrower in any court of record in Crawford
County, Ohio (which the Borrower acknowledges to be the place where this note
was made), or any other state or jurisdiction wherein the Borrower may then
reside, to (i) waive the issuing and service of process, (ii) confess judgment
against the Borrower in favor of the holder of this Note for the amount then
due, together with costs of suit, (iii) release all errors, and (iv) waive all
rights of appeal.  The Borrower consents to the jurisdiction and venue of that
court.

         The undersigned has executed this Note in Galion, Ohio, as of the date
and year first above written.  This Note shall be governed by and construed in
accordance with the law of the State of Ohio.





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WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON THE CREDITOR'S PART TO COMPLY WITH ANY
AGREEMENT WITH THE BORROWER, OR ANY OTHER CAUSE.

         Each of the undersigned Borrowers acknowledge, represent and agree
that they will all be using the funds representing the proceeds of the loan
evidenced hereby and that they will all be receiving a substantial portion of
such funds.  At the request of the undersigned Borrowers, Standard Federal has
structured the credit facility evidenced by this Note in order to allow all of
the undersigned Borrowers access to the facility, and each will derive a
substantial benefit therefrom.  The Borrowers hereby appoint Galion Holding
Company as the disbursing agent for all of them to make requests for
disbursements hereunder, to receive the proceeds of all advances hereunder and
to disburse those proceeds to each of the undersigned as the undersigned may
deem necessary or convenient.

Witnesses:                              BORROWER:

                                        GALION HOLDING COMPANY, a Michigan
                                              corporation



April 28, 1997                          By: /s/ Carl Jaworski
---------------------------                --------------------------------
                                           Carl Jaworski
                                           Secretary

                                        Taxpayer Identification Number:
                                        38-3060196


                                        MCCLAIN E-Z PACK, INC., formerly known
                                        as Galion Solid Waste Equipment, Inc., 
                                        a Michigan corporation



April 28, 1997                          By: /s/ Carl Jaworski
---------------------------                --------------------------------
                                           Carl Jaworski
                                           Secretary

                                        Taxpayer Identification Number:

                                        -----------------------------------





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                                        GALION DUMP BODIES, INC., a Michigan
                                        corporation



April 28, 1997                          By: /s/ Carl Jaworski
---------------------------                --------------------------------
                                           Carl Jaworski
                                           Treasurer

                                        Taxpayer Identification Number:

                                        -----------------------------------


                                        MCCLAIN GROUP SALES OF FLORIDA, INC.,   
                                        formerly known as M.E.G. Equipment
                                        Sales of Florida, Inc., a Florida
                                        corporation



April 28, 1997                          By: /s/ Carl Jaworski
---------------------------                --------------------------------
                                           Carl Jaworski
                                           Secretary

                                        Taxpayer Identification Number:
                                        59-3241829

                                        Address:  6200 Elmridge
                                        Sterling Heights, MI 48318


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





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