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                                                            EXHIBIT 10.34

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


                              STANDARD FEDERAL BANK

                                 PROMISSORY NOTE
                                (Line of Credit)

$20,000,000.00                                             Troy    ,  Michigan

Due Date:  March 1, 2000                               Dated:   April 16, 1998


         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
Twenty Million and 00/100 Dollars ($20,000,000.00) 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, dated April 16, 1998,
between the Borrower and Standard Federal (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. Capitalized terms not
otherwise defined herein shall have the meanings given such terms in the Loan
Agreement.

         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 Borrower's option,
to be exercised in accordance with the procedures outlined in the Loan
Agreement, at the Prime-Based Rate or the Line of Credit LIBOR Rate.

         Accrued interest shall be payable on the first day of each month
beginning on May 1, 1998.

         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 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
Line of 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

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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 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 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%)

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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 and is secured by
a Security Agreement, dated September 15, 1994, and by a Security Agreement,
dated July 19, 1995, and by a Security Agreement, dated September 15, 1994, and
by a Security Agreement, dated June 22, 1995, and by a Commercial Mortgage,
dated September 26, 1988, covering property located in River Rouge, Michigan, as
amended of even date herewith, and by a Real Estate Mortgage with Power of Sale,
dated October 13, 1988, covering property located in Cleveland County, Oklahoma,
as amended of even date herewith, and by a Commercial Mortgage, Assignment of
Lease and Rents, Security Agreement and Financing Statement, dated February 6,
1995, covering property located in Sterling Heights, Michigan, as amended of
even date herewith, and by a Commercial Mortgage, Assignment of Lease and Rents,
Security Agreement and Financing Statement, dated February 6, 1995, covering
property located in Comstock Township, Michigan, as amended of even date
herewith, and by an Open-End Commercial Mortgage and Assignment of Lease and
Rents, dated June 29, 1993, as amended, covering property located in Winesburg,
Ohio, as amended of even date herewith, and by an Open-End Commercial Mortgage
and Assignment of Lease and Rents, dated June 29, 1993, as amended, covering
property located in Galion, Ohio, as amended of even date herewith. 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.



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                              BORROWER:

                              MCCLAIN INDUSTRIES, INC., a Michigan
                              corporation


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

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

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

                              MCCLAIN OF ALABAMA, INC., a Michigan
                              corporation


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

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

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

                              MCCLAIN OF GEORGIA, INC., a Georgia
                              corporation


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

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

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

                              MCCLAIN  OF OHIO, INC., a Michigan corporation


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

                                       Its:  Treasurer
                                           -----------------
                                                   
                              ------------------------------     
                              Taxpayer Identification Number
                              


                              
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                              MCCLAIN OF OKLAHOMA, INC., a Michigan
                              corporation


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

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


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

                              MCCLAIN EPCO, INC., a New York corporation


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

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

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

                              SHELBY STEEL PROCESSING COMPANY, a
                              Michigan corporation


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

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

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

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


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

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

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



                              
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                              GALION HOLDING COMPANY, a Michigan
                              corporation


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

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

                              38-3060196                      
                              ------------------------------               
                              Taxpayer Identification Number


                              MCCLAIN E-Z PACK INC., a Michigan corporation


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

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

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

                              GALION DUMP BODIES, INC., a Michigan
                              corporation


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

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

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

                              MCCLAIN GROUP SALES, INC., a Michigan
                              corporation


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

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

                              59-3241829                      
                              ------------------------------
                              Taxpayer Identification Number


                              
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                              MCCLAIN GROUP SALES OF FLORIDA, INC., a
                              Florida corporation


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

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


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

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

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