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                                                                   EXHIBIT 10.37

Loan No. 0250024084

                           SECOND AMENDMENT AGREEMENT
                                 Loan Agreement
                        Promissory Note (Line of Credit)

         THIS AGREEMENT made this 16 day of April, 1998 by and among Standard 
Federal Bank, a federal savings bank ("Standard Federal"), McClain Group
Leasing, Inc., a Michigan corporation ("Borrower"), and McClain Industries,
Inc., a Michigan corporation ("Guarantor").

         RECITALS:

         A. Borrower and Standard Federal entered into a Loan Agreement, dated
July 17, 1996, as amended April 28, 1997 (the "Loan Agreement"), pursuant to
which Standard Federal opened a line of credit in favor of the Borrower, as
evidenced by a Promissory Note (Line of Credit), dated July 17, 1996, as amended
April 28, 1997 in the principal amount of $10,500,000.00 (the "Note"), secured
by an Assignment of Equipment Leases and Security Agreement dated July 17, 1996,
as amended April 28, 1997, and all Schedule A's thereto (the "Security
Agreement"), and guaranteed by the Guarantor pursuant to a Guaranty dated July
17, 1996 (the "Guaranty").

         B. Borrower has requested an amendment and decrease in the credit limit
of the line of credit evidenced by the Note, an extension of the maturity date
thereof and a change in the interest rate applicable to the line of credit and
Standard Federal and the Guarantor are agreeable thereto, on the terms and
conditions herein provided.

         NOW, THEREFORE, in consideration of Standard Federal's forbearance to
enforce payment of the Note except as herein provided, of the mutual covenants
herein contained and of other good and valuable consideration the receipt and
sufficiency whereof are hereby acknowledged, the parties hereto hereby warrant,
represent and agree as follows:

         1. The Borrower is a Michigan corporation in good standing. All
corporate resolutions heretofore delivered to Standard Federal relative to
borrowing money and granting security interests remain in full force and effect.
Borrower has duly authorized and validly executed and delivered this Amendment
Agreement and such Agreement and the Loan Agreement and Note (as hereby amended)
are valid and enforceable according to their terms and do not conflict with or
violate Borrower's corporate charter or by-laws or any agreement or covenants to
which Borrower is a party.

         2. The Security Agreement is valid and enforceable in accordance with
its terms. Standard Federal's security interests in the collateral described in
the Security Agreement are valid and perfected and Borrower is aware of no
claims or interests in such collateral prior or paramount to Standard Federal's.

         3. The Guaranty is valid and enforceable in accordance with its terms
and the Guarantor presently has no valid and existing defense to liability
thereunder.

         4. Section 1 of the Loan Agreement is hereby deleted in its entirety
and replaced by the following new Section 1:


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         SECTION 1.          EQUIPMENT LEASE LINE OF CREDIT


         1.1 The following terms shall have the meanings stated below when used
         in this Loan Agreement:

                  "Base LIBOR Rate" shall mean, with respect to a LIBOR
         Borrowing for an Interest Period, LIBOR as of 11:00 a.m. two (2) London
         Business Days prior to the first day of such Interest Period for
         deposits with maturities approximately equal to such Interest Period
         and in an amount approximately equal to the amount of such LIBOR
         Borrowing.

                  "Borrowing" shall mean an advance of all or any portion of the
         Line of Credit.

                  "Borrowing Notice" shall mean a notice by Borrower to Standard
         Federal that Borrower wishes to make a Borrowing.

                  "Business Day" shall mean a day on which the main office of
         Standard Federal is open for business.

                  "Consolidated Funded Debt" shall mean, as of any date, the sum
         of the following (without duplication): (i) all Indebtedness of the
         McClain Group as of such date, other than Consolidated Current
         Liabilities, (ii) all Indebtedness which would be classified as "funded
         indebtedness" or "long-term indebtedness" on a consolidated balance
         sheet of the McClain Group prepared as of such date in accordance with
         generally accepted accounting principles, (iii) all Indebtedness,
         whether secured or unsecured, of the McClain Group, having a final
         maturity (or which is renewable or extendable at the option of the
         obligor for a period ending) more than one year after the date of
         creation thereof, notwithstanding the fact that payments in respect
         thereof (whether installment, serial maturity or sinking fund payments,
         or otherwise) are required to be made by the obligor less than one year
         after the date of the creation thereof and notwithstanding the fact
         that any amount thereof is at the time included also in current
         liabilities of such obligor, (iv) all Indebtedness of the McClain Group
         outstanding under a revolving credit or similar agreement providing for
         borrowings (and renewals and extensions thereof) over a period of more
         than one year, notwithstanding the fact that any such Indebtedness is
         created within one year of the expiration of such agreement, (v) the
         present value (discounted at the implicit rate, if known, or 10% per
         annum otherwise) of all obligations is respect of Capital Leases of the
         McClain Group and (vi) all obligations under Guaranties of the McClain
         Group. "Indebtedness" shall mean all indebtedness, obligations and
         liabilities, including, without limitation, all "liabilities" which
         would be reflected on a balance sheet prepared in accordance with
         generally accepted accounting principles, all obligations in respect of
         any Guaranty and all obligations in respect of any Capital Lease.
         "Consolidated Current Liabilities" shall mean, as of any date, the
         current liabilities which would be reflected on a consolidated balance
         sheet of the McClain Group prepared as of such date in accordance with
         generally accepted accounting principles, but excluding current
         maturities of Consolidated Funded Debt. "Capital Lease" shall mean, as
         of any date, any lease of property, real or personal, which would be
         capitalized on a balance sheet of the lessee prepared as of such date
         in accordance with generally accepted accounting principles, together
         with any other lease by such lessee which is in substance a financing
         lease, including without limitation, any lease under which (i) such
         lessee has or will have an option to purchase the property subject
         thereto at a

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         nominal amount or an amount less than a reasonable estimate of the fair
         market value of such property as of the date such lease is entered into
         or (ii) the term of the lease approximates or exceeds the expected
         useful life of the property leased thereunder. "Guaranty" shall mean
         any contract, agreement or understanding pursuant to which any
         Indebtedness of another person or entity is guaranteed or in effect
         guaranteed in any manner, whether directly or indirectly.

                  "Credit Limit" shall mean the lesser of: (a) Ten Million and
         00/100 Dollars ($10,000,000.00), or (b) an amount equal to 80% of
         Eligible Lease Receivables.

                  "Earnings Before Interest and Taxes Plus Depreciation and
         Amortization" shall mean the McClain Group's net income, computed in
         accordance with generally accepted accounting principles as in effect
         as of the date hereof consistently applied, before provision for
         federal and state income taxes, plus interest, depreciation and
         amortization expense, as reflected in the financial statements to be
         furnished as required herein.

                  "Effective Date" shall mean the date designated by Borrower in
         a Borrowing Notice as the date the Borrowing covered by such Borrowing
         Notice shall be funded and shall also mean, where applicable, the first
         day of the Interest Period applicable to a LIBOR Borrowing. An
         Effective Date for a Prime Rate Borrowing must be a Business Day. An
         Effective Date for a LIBOR Borrowing must be a London Business Day.

                  "Eligible Lease Receivables" shall mean lease receivables
         which are less than 90 days old and are not doubtful as to
         collectibility or disputed as to existence or amount or subject to
         offset, contra-indebtedness or return, exclusive of discounts and
         rebates, and are otherwise acceptable to Standard Federal in its sole
         discretion, and may include up to $382,000.00 in lease receivables from
         Galion Holding Company but shall not otherwise be intra-company or
         owing from any affiliated or related company or other entity, as such
         lease receivables are disclosed in the statements timely furnished to
         Standard Federal pursuant to Section 3 below.

                  "Funded Debt Ratio" shall mean the ratio of the McClain
         Group's Consolidated Funded Debt to Earnings Before Interest and Taxes
         Plus Depreciation and Amortization as of the end of each quarter of
         each fiscal year of the McClain Group.

                  "Interest Period" shall mean, with respect to a LIBOR
         Borrowing, a period of one (1) month, two (2) months or three (3)
         months, commencing on the Effective Date with respect to such LIBOR
         Borrowing. If any Interest Period would otherwise end on a day which is
         not a London Business Day, such Interest Period shall be extended to
         end on the next succeeding London Business Day.

                  "Interest Rate Selection Notice" shall mean a notice in the
         form attached to this Loan Agreement as Exhibit A, by which the
         Borrower shall notify Standard Federal that a Borrowing hereunder shall
         be a LIBOR Borrowing, specifying the Interest Period and Effective Date
         applicable to such LIBOR Borrowing and the principal amount of the
         LIBOR Borrowing.

                  "LIBOR" shall mean, with respect to an Interest Period, the
         British Bankers'

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         Association ("BBA") interest settlement rate based on an average of
         rates quoted by BBA designated banks as being, in BBA's view, the
         offered rate at which deposits in U.S. Dollars are being quoted to
         prime banks in the London interbank market at 11:00 a.m. (London time)
         two (2) London Business Days prior to the first day of such Interest
         Period, such deposits being for a period of time equal or comparable to
         such Interest Period and in an amount equal or comparable to the
         principal amount of the Borrowing to which the Interest Period relates,
         as such rates are determined by the BBA and displayed on the Reuter's
         Screen.

                  "LIBOR Borrowing" shall mean the principal amount of any
         portion of any Borrowing bearing interest at the Line of Credit LIBOR
         Rate.

                  "LIBOR Borrowing Fail" shall mean a LIBOR Borrowing which is
         not made on the date specified in a Borrowing Notice for any reason
         other than default by Standard Federal in funding the Borrowing.

                  "LIBOR Rate" shall mean, with respect to an Interest Period,
         the quotient of: (i) the Base LIBOR Rate applicable to that Interest
         Period, divided by (ii) one (1) minus the Reserve Requirement
         (expressed as a decimal) applicable to the Interest Period. The LIBOR
         Rate shall be rounded up to 4 decimal places where the fifth decimal
         place is 5 or more.

                  "Line of Credit" shall mean the revolving line of credit made
         available by Standard Federal to the Borrower on the terms and
         conditions contained in this Loan Agreement.

                  "Line of Credit LIBOR Rate" shall mean, with respect to a
         LIBOR Borrowing and an Interest Period, a rate per annum determined in
         accordance with the following table:

<TABLE>
<CAPTION>
              Funded Debt Ratio                               Line of Credit LIBOR Rate
              -----------------                               -------------------------
<S>                                                  <C>
         4.25 to 1.00 or greater                     Add 2.15 (215 basis points) to the LIBOR Rate
         3.50 to 1.00 up to 4.24 to 1.00             Add 2.00 (200 basis points) to the LIBOR Rate
         3.00 to 1.00 up to 3.49 to 1.00             Add 1.75 (175 basis points) to the LIBOR Rate
         2.99 to 1.00 or less                        Add 1.50 (150 basis points) to the LIBOR Rate
</TABLE>

                  "Line of Credit Maturity Date" shall mean March 1, 2000, or
         any extension or renewal thereof.

                  "Line of Credit Note" shall mean the Promissory Note, dated
         July 17, 1996, as amended of even date herewith and all renewals and
         amendments thereof, evidencing the Line of Credit.

                  "London Business Day" shall mean a Business Day on which
         dealings in dollar deposits are carried out in the London Interbank
         market and on which banks, generally, in New York, New York are open
         for business.

                  "McClain Group" shall mean McClain Industries, Inc., a
         Michigan corporation; McClain of Alabama, Inc., a Michigan corporation;
         McClain of Georgia, Inc., a Georgia corporation; McClain of Ohio, Inc.,
         a Michigan corporation; McClain of Oklahoma, Inc., a

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         Michigan corporation; McClain Epco, Inc., a New York corporation;
         Shelby Steel Processing Company, a Michigan corporation; McClain Tube
         Company d/b/a Quality Tube, a Michigan corporation; Galion Holding
         Company, a Michigan corporation; McClain E-Z Pack Inc., a Michigan
         corporation; Galion Dump Bodies, Inc., a Michigan corporation; McClain
         Group Sales, Inc., a Michigan corporation; and McClain Group Sales of
         Florida, Inc., a Florida corporation.

                  "Prepayment Premium" shall mean a premium payable in
         connection with a Principal Prepayment or a LIBOR Borrowing Fail. In
         the case of a Principal Prepayment, the Prepayment Premium shall be an
         amount equal to the positive difference, if any, between (i) the
         aggregate amount of interest which would otherwise be payable on the
         prepaid principal amount during the Prepayment Interest Period, as
         herein defined, and (ii) the aggregate amount of interest Standard
         Federal would earn if the prepaid principal amount were reinvested for
         the Prepayment Interest Period at the Treasury Rate. In the case of a
         LIBOR Borrowing Fail, the Prepayment Premium shall be an amount equal
         to the positive difference, if any, between (i) the aggregate amount of
         interest which would otherwise be payable on the principal amount of
         the LIBOR Borrowing during the Prepayment Interest Period, and (ii) the
         aggregate amount of interest Standard Federal would earn if the
         principal amount of the LIBOR Borrowing were reinvested for the
         Prepayment Interest Period at the Treasury Rate. In the case of a
         Principal Prepayment, the term "Prepayment Interest Period" shall mean
         the period from the prepayment date to the last day of the current
         Interest Period applicable to the prepaid Borrowing. In the case of a
         LIBOR Borrowing Fail, the term "Prepayment Interest Period" shall mean
         the period from the Effective Date specified in the Borrowing Notice
         applicable to the LIBOR Borrowing to the last day of the Interest
         Period specified in such Borrowing Notice. The term "Treasury Rate"
         means the yield on U.S. Treasury securities at constant maturity as
         interpolated by the U.S. Treasury from the daily yield curve, based on
         the closing market bid yields on actively-traded U.S. Treasury
         securities in the over-the-counter market, as such yields are stated
         under the heading referred to as "U.S. Government Securities, Treasury
         Constant Maturities" in Document H.15(519), presently published by the
         Board of Governors of the Federal Reserve System and titled "Federal
         Reserve Statistical Release." The Treasury Rate used to calculate a
         Prepayment Premium shall be the constant maturity yield value read from
         the yield curve at the fixed maturity which is the same as, or is the
         next closest period which is longer than the Prepayment Interest
         Period. If the publishing of the Treasury Rate is discontinued during
         the term of the Line of Credit, then the Treasury Rate shall be based
         upon the index which is published by the Board of Governors of the
         Federal Reserve System in replacement thereof or, if no such
         replacement index is published, the index which, in Standard Federal's
         sole determination most nearly corresponds to the Treasury Rate. The
         Treasury Rate used to calculate a Prepayment Premium shall be computed
         utilizing the Treasury Rate for the day which is two Business Days
         prior to the due date of the Prepayment Premium.

                  "Prime-Based Rate" shall mean a rate per annum equal to the
         Wall Street Journal Prime Rate, which rate shall increase or decrease
         automatically when and to the extent that the Wall Street Journal Prime
         Rate shall be increased or decreased.

                  "Prime Rate Borrowing" shall mean the principal amount of any
         portion of any Borrowing bearing interest at the Prime-Based Rate.

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                  "Principal Prepayment" shall mean a payment of principal with
         respect to a LIBOR Borrowing on a day which is not the last day of an
         Interest Period applicable to such LIBOR Borrowing.

                  "Rate Conversion Date" shall mean the date on which a Prime
         Rate Borrowing shall convert to a LIBOR Borrowing.

                  "Regulation D" shall mean Regulation D of the Board of
         Governors of the Federal Reserve System from time to time in effect and
         shall include any successor or other regulation or official
         interpretation of the Board of Governors relating to reserve
         requirements applicable to member banks of the Federal Reserve System.

                  "Reserve Requirement" shall mean, with respect to an Interest
         Period, the daily average during such Interest Period of the aggregate
         reserve requirement (including all basic, supplemental, marginal and
         other reserves and taking into account any transitional adjustments or
         other scheduled changes in reserve requirements during such Interest
         Period) which may be imposed on Standard Federal under Regulation D on
         Eurocurrency liabilities, in the case of LIBOR Borrowings.

                  "Reuter's Screen" means the display designated as page "LIBO"
         on the Reuter Monitor System or such other display on the Reuter
         Monitor System as shall display LIBOR.

                  "Revolving Credit Period" means the period from the date of
         this Loan Agreement through the Line of Credit Maturity Date.

                  "Unused Line" shall mean the amount available for draw but not
         advanced from time to time on the Line of Credit.

                  "Unused Line Fee" shall mean a fee in the amount of 0.25% per
         annum of the Unused Line. The amount of the Unused Line Fee payable on
         the first day of each month will be determined by multiplying the
         average daily balance of the Unused Line for the calendar month which
         ends one month prior to the due date of such Unused Line Fee by
         .020833%.

                  "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, then the Prime-Based 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.

         1.2         Standard Federal hereby extends the Line of Credit to the 
         Borrower, which shall not exceed at any one time outstanding the Credit
         Limit.


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         1.3         The Borrower shall be obligated to repay all advances made
         hereunder with respect to any lease which becomes 90 days or more
         delinquent and such repayment shall be due and payable 15 days after
         the lease receivable statement which discloses such delinquency is
         timely furnished to Standard Federal pursuant to Section 3 below.

         1.4         The Line of Credit herein extended shall be subject to the 
         terms and conditions of the Line of Credit Note. This Loan Agreement
         and the Line of Credit Note are of equal materiality and shall each be
         construed in such manner as to give full force and effect to all
         provisions of both documents.

         1.5         Standard Federal shall, from time to time during the term 
         hereof, make advances to Borrower under the Line of Credit upon request
         therefor by Borrower, provided that upon giving effect to such advance
         no Event of Default (as defined in the Line of Credit Note or this
         Agreement) and no event which with notice and/or the passage of time
         would become an Event of Default shall exist at the time the advance is
         to be made; and provided further that upon giving effect to such
         advance and at the time the advance is to be made all of the
         representations and warranties of Borrower contained in this Agreement
         and all other documents executed in connection with the Line of Credit
         are true and correct in all material respects; and provided further
         that at the time the advance is to be made Standard Federal shall not
         have previously or concurrently declared all amounts owing under the
         Line of Credit Note to be immediately due and payable; and provided
         further the amount requested shall not cause the total amount
         outstanding under the Line of Credit to exceed the Credit Limit.

         1.6         LIBOR Borrowings under the Line of Credit shall bear 
         interest at the Line of Credit LIBOR Rate and Prime Rate Borrowings
         under the Line of Credit shall bear interest at the Prime-Based Rate.
         Borrower shall have the option to designate whether Borrowings shall
         consist of LIBOR Borrowings or Prime Rate Borrowings, to be exercised
         as hereinafter described. Interest shall be calculated on the basis of
         a year of 360 days for the actual number of days amounts are
         outstanding.

         1.7         If at any time the amount outstanding under the Line of 
         Credit shall exceed the Credit Limit, Borrower shall, on demand,
         forthwith pay to Standard Federal such sums as are necessary to reduce
         the amount outstanding to an amount not greater than the Credit Limit.

         1.8         Borrower shall pay to Standard Federal, on the first day of
         each month, commencing on the first payment date after the date hereof,
         and continuing on the same day of each consecutive month thereafter
         until the termination of the Line of Credit and all sums owing for
         principal and interest with respect to the Line of Credit are paid in
         full, the Unused Line Fee.

         1.9         In all events, unless earlier terminated, the Line of 
         Credit shall terminate March 1, 2000. Upon termination, Borrower shall
         forthwith pay to Standard Federal all sums owing for principal and
         interest with respect to the Line of Credit.

         1.10        To effect a Borrowing under the Line of Credit, Borrower 
         shall give Standard Federal a Borrowing Notice.

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         1.11        A Borrowing Notice may be made in writing, by telefacsimile
         or by telephone by an authorized representative of the Borrower and
         shall specify the aggregate amount of the requested Borrowing and the
         Effective Date of the Borrowing. Any Borrowing Notice by telephone may
         be recorded by Standard Federal for accuracy. A Borrowing Notice for a
         LIBOR Borrowing must be accompanied by one or more Interest Rate
         Selection Notices, specifying the principal amount and the Interest
         Period applicable to each LIBOR Borrowing.

         1.12        To effect a LIBOR Borrowing, the Borrower must furnish 
         Standard Federal an Interest Rate Selection Notice.

         1.13        Interest Rate Selection Notices must be given no later than
         11:00 a.m. Detroit time on a day which is at least two (2) London
         Business Days prior to the Effective Date of a LIBOR Borrowing. A
         Borrowing Notice for a Prime Rate Borrowing must be given no later than
         3:00 p.m. Detroit time on the Effective Date of such Borrowing.

         1.14        Prior to making a Request for Borrowing or giving an 
         Interest Rate Selection Notice, the Borrower may (without specifying
         whether the anticipated Borrowing will be a Prime Rate Borrowing or a
         LIBOR Borrowing) request that Standard Federal provide the Borrower
         with the most recent LIBOR available to Standard Federal for each
         Interest Period requested by Borrower. Standard Federal shall endeavor
         to provide such quoted rates to the Borrower on the date of the
         request.

         1.15        LIBOR Borrowings shall be made only in minimum increments 
         of Five Hundred Thousand and 00/100 Dollars ($500,000.00).

         1.16        If the Borrower wishes to roll a LIBOR Borrowing into 
         anther LIBOR Borrowing at the end of the Interest Period applicable to
         such LIBOR Borrowing, it shall give Standard Federal an Interest Rate
         Selection Notice no later than 11:00 a.m. Detroit time on the day which
         is two (2) London Business Days prior to the termination of the
         applicable Interest Period. The Interest Rate Selection Notice shall
         specify the Interest Period(s) to be applicable to principal amounts
         which will continue as LIBOR Borrowings. Each Interest Rate Selection
         Notice shall be irrevocable and effective upon the giving thereof to
         Standard Federal. If the Borrower shall fail to give Standard Federal
         an Interest Rate Selection Notice by 11:00 a.m. Detroit time on the day
         which is two (2) London Business Days prior to the termination of an
         Interest Period with respect to any LIBOR Borrowing, specifying the
         interest option to be applicable to such Borrowing as of the end of
         such Interest Period, the LIBOR Borrowing shall convert to a Prime Rate
         Borrowing at the end of the Interest Period.

         1.17        The Borrower may convert Prime Rate Borrowings to LIBOR 
         Borrowings at any time by giving an Interest Rate Selection Notice to
         Standard Federal specifying the Rate Conversion Date. The Interest Rate
         Selection Notice must be given no later than 11:00 a.m. Detroit time on
         the day which is two (2) London Business Days prior to the Rate
         Conversion Date. Each Interest Rate Selection Notice shall specify the
         principal amount of the Prime Rate Borrowing to be converted to a LIBOR
         Borrowing and the Interest Period to be applicable to such LIBOR
         Borrowing. Each Interest Rate Selection Notice shall be irrevocable and
         effective upon the giving thereof to Standard Federal.

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         1.18        If the Borrower makes a Principal Prepayment or a LIBOR 
         Borrowing Fail occurs, Borrower will pay to Standard Federal the
         Prepayment Premium. In the case of a Principal Prepayment, the
         Prepayment Premium shall be due at the time the Principal Prepayment is
         made. In the case of a LIBOR Borrowing Fail, the Prepayment Premium
         shall be due on the Effective Date specified in the applicable
         Borrowing Notice.

         1.19        If, with respect to an Interest Period for any LIBOR 
         Borrowing, Standard Federal determines, in its sole discretion, that,
         by reason of circumstances affecting the interbank Eurodollar market
         generally, deposits in United States dollars (in the applicable
         amounts) are not being offered to banks in the interbank Eurodollar
         market for such Interest Period, or the Line of Credit LIBOR Rate will
         not adequately and fairly reflect the cost to Standard Federal of
         maintaining or funding the LIBOR Borrowing for such Interest Period,
         Standard Federal shall promptly give notice thereof to Borrower.
         Thereafter, until Standard Federal gives notice to the Borrower that
         such circumstances no longer exist, (a) the obligation of Standard
         Federal to fund LIBOR Borrowings shall be suspended and (b) the
         Borrower shall either (i) repay in full the then-outstanding principal
         amount of LIBOR Borrowings, together with accrued interest thereon on
         the last day of the then-current Interest Period applicable to such
         LIBOR Borrowings, or (ii) convert such LIBOR Borrowings to Prime Rate
         Borrowings on the last day of the then-current Interest Period
         applicable to each LIBOR Borrowing.

         1.20        If, after the date of this Loan Agreement, the adoption of 
         any applicable law, rule or regulation, or any change therein, or any
         change in the interpretation or administration thereof by any
         governmental authority, central bank or comparable agency charged with
         the interpretation or administration thereof, or compliance by Standard
         Federal with any request or directive (whether or not having the force
         of law) of any such authority, central bank or comparable agency shall
         make it unlawful or impossible for Standard Federal to make, maintain
         or fund LIBOR Borrowings, Standard Federal shall promptly give notice
         thereof to the Borrower. Thereafter, (a) the obligation of Standard
         Federal to fund LIBOR Borrowings shall be suspended and (b) the
         Borrower shall either (i) repay in full the then-outstanding principal
         amount of LIBOR Borrowings, together with accrued interest thereon, or
         (ii) convert such LIBOR Borrowings to Prime Rate Borrowings, either:
         (1) on the last day of the then-current Interest Period applicable to
         such LIBOR Borrowings, if Standard Federal may lawfully continue to
         maintain and fund such LIBOR Borrowings until such date, or (2)
         immediately, if Standard Federal may not lawfully continue to fund and
         maintain such LIBOR Borrowings until such date, in which case Borrower
         will pay the Prepayment Premium.

         1.21        If any governmental authority or regulatory agency, central
         bank or other comparable authority, shall at any time impose, modify or
         deem applicable any reserve (including, without limitation, the Reserve
         Requirement or any other reserve imposed by the Board of Governors of
         the Federal Reserve System), special deposit or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended by, Standard Federal, or shall impose on Standard Federal or
         the interbank Eurodollar market any other condition, guideline or
         request affecting LIBOR Borrowings, the Note or Standard Federal's
         obligation to make advances of LIBOR Borrowings, and the result of any
         of the foregoing, in the reasonable judgment of Standard Federal shall
         be to increase the cost to Standard Federal of making or maintaining
         LIBOR Borrowings, or to reduce the amount of any sum

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         received or receivable by Standard Federal under this Loan Agreement,
         or under the Note, by an amount deemed by Standard Federal to be
         material, then, within five (5) days after demand by Standard Federal,
         Borrower shall pay to Standard Federal as additional interest such
         additional amount or amounts as will compensate Standard Federal for
         such increased cost or reduction. Standard Federal will promptly notify
         the Borrower of any event of which it has knowledge, occurring after
         the date hereof, which will entitle Standard Federal to compensation
         pursuant to this Section. A certificate of Standard Federal claiming
         compensation under this Section and setting forth the additional amount
         or amounts to be paid to it hereunder shall be conclusive in the
         absence of manifest error. Standard Federal will, on request, provide
         evidence supporting such certificate. If Standard Federal demands
         compensation under this Section, then Borrower may at any time, upon at
         least five (5) days prior notice to Standard Federal, either (i) pay
         such compensation to Standard Federal, (ii) repay in full the then
         outstanding LIBOR Borrowings of Standard Federal, together with accrued
         interest thereon to the date of prepayment, or (iii) convert such LIBOR
         Borrowings to Prime Rate Borrowings in accordance with the provisions
         of this Loan Agreement; provided, however, that if the Borrower prepays
         or converts LIBOR Borrowings it shall be liable for any applicable
         Prepayment Premium. Standard Federal's determination of amounts payable
         under this Section shall be calculated as though Standard Federal
         funded the applicable LIBOR Borrowings through the purchase of a
         eurodollar deposit of the type, maturity and amount corresponding to
         the deposit used as a reference in determining the Base LIBOR Rate with
         respect to such LIBOR Borrowing, whether or not Standard Federal in
         fact purchased such deposit. If the additional amounts payable under
         this Section shall be construed or so operate as to require the
         Borrower to pay, or be charged, interest at a rate which is 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 outstanding under the Note, as applicable.
         In such event, Standard Federal shall have the option to immediately
         terminate Borrower's right to request LIBOR Borrowings, and the unpaid
         balance of any outstanding LIBOR Borrowings, 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 obligations of
         the Borrower under this Section shall survive payment of the Line of
         Credit and termination of this Loan Agreement.

         1.22        If Standard Federal shall determine that the adoption, 
         amendment or revision of any applicable law, rule or regulation
         affecting Standard Federal's capital requirements or adequacy, or the
         interpretation or administration thereof by any governmental authority
         or regulatory agency, central bank or other comparable authority, or
         compliance by Standard Federal with any applicable law, rule or
         regulation affecting Standard Federal's capital requirements or
         adequacy, or any request, interpretation or directive (whether or not
         having the force of law) of any governmental authority or regulatory
         agency, central bank or other comparable authority which affects
         Standard Federal's capital requirements, has or would have the effect
         of reducing the rate of return on Standard Federal's capital to a level
         below the rate of return Standard Federal would have realized in the
         absence of such adoption, amendment, revision, interpretation,
         administration or compliance (taking into account Standard Federal's
         policies with respect to capital adequacy) by an amount considered by
         Standard Federal to be material, then, beginning five (5) days after
         demand by Standard Federal, Borrower shall pay to Standard

                                       10

<PAGE>   11



         Federal as additional interest or as fees, as determined by Standard
         Federal in its sole discretion, such additional amount or amounts as
         will compensate Standard Federal for such reduction in its rate of
         return. Such adjustments in interest or fees shall be imposed effective
         five (5) days after Standard Federal's demand and shall apply to the
         then outstanding principal balance of the Line of Credit and to
         subsequent advances under this Loan Agreement. In determining such
         amount or amounts, Standard Federal may use any reasonable averaging
         and attribution methods. Standard Federal will promptly notify the
         Borrower of any event of which it has knowledge, occurring after the
         date hereof, which will entitle Standard Federal to compensation
         pursuant to this Section. A certificate of Standard Federal claiming
         compensation under this Section and setting forth the additional amount
         or amounts to be paid to it hereunder shall be conclusive in the
         absence of manifest error. Standard Federal will, on request, provide
         evidence supporting such certificate.

         5.       The Loan Agreement is hereby amended so as to include a Form
of Interest Rate Selection Notice as an Exhibit A, in the form attached hereto
as Exhibit A.

         6.       The Note is hereby amended in the following respects only:

                  a.      The Due Date provided for in the Note is hereby 
         amended and extended from March 31, 1999 to March 1, 2000.

                  b.      The principal amount stated in the Note is hereby 
         decreased to the sum of Ten Million and 00/100 Dollars
         ($10,000,000.00). Borrower hereby promises to pay to the order of
         Standard Federal the principal amount of the Note, as hereby amended,
         together with interest thereon, in accordance with the terms and
         provisions of the Note, as hereby amended.

                  c.      The principal outstanding under the Note from time to 
         time shall bear interest, on a basis of a year of 360 days for the
         actual number of days amounts are outstanding, 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.

         7.       Except as amended herein and in the amendment to the Security
Agreement executed herewith, the Note, Security Agreement and Guaranty shall
remain in full force and effect. This Amendment Agreement may be attached to the
Note as a rider, but such attachment shall not be necessary to the validity
thereof.

         8.       Guarantor acknowledges and consents to the amendment to the
Note herein provided and agrees that the Guaranty shall continue and remain in
full force and effect with respect to the Note as herein amended.


                                       11

<PAGE>   12



         IN WITNESS WHEREOF the parties hereto have executed this agreement the
day and date first above written.

Witness:                           BORROWER:

                                   MCCLAIN GROUP LEASING, INC., a Michigan
                                   corporation


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

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

                                   6200 Elmridge          
                                   ---------------------------------------- 
                                   Address

                                   Sterling Heights, Michigan 48310  
                                   ----------------------------------------

                                   38-2969462                     
                                   ----------------------------------------
                                   Tax Identification Number


                                   GUARANTOR:

                                   MCCLAIN INDUSTRIES, INC., a Michigan
                                   corporation


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

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


                                   STANDARD FEDERAL:

                                   STANDARD FEDERAL BANK, a federal savings
                                   bank



                                   By:   /s/ [SIG]                          
---------------------                 ------------------------------------- 

                                              Its:  Vice President         
---------------------                             -------------------------

                                       12

<PAGE>   13


                                    EXHIBIT A

                    [FORM OF INTEREST RATE SELECTION NOTICE]


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


STANDARD FEDERAL BANK
Member ABN AMRO Group

2600 West Big Beaver Road
P.O. Box 3703
Troy, Michigan 48007-3703
248/643-9600

                                                       Loan  No.:   
                                                                 --------------
                                                   Borrowing No.:
                                                                 --------------

                         INTEREST RATE SELECTION NOTICE

TO:      STANDARD FEDERAL BANK

         In accordance with the provisions of the Loan Agreement, dated July 17,
1996, as amended April 28, 1997 and ________________ , 1998 (the "Loan 
Agreement"), executed in connection with the referenced loan, the undersigned
hereby notifies you that it has selected the Interest Period commencing on the
Effective Date stated below with respect to the Borrowing outstanding under the
referenced Borrowing No. in the principal amount indicated below (capitalized
terms used in this notice shall have the meanings given such terms in the Loan
Agreement):

                  Interest Period:                                  
                                                   -------------------
                  Effective Date:                              
                                                   -------------------
                  Principal Amount:                            
                                                   -------------------
                  LIBOR:                                       
                                                   -------------------
                  LIBOR Rate:                                  
                                                   -------------------
                  Last Day of Interest Period:                 
                                                   -------------------

                                                   BORROWER:

                                                   McClain Group Leasing, Inc.


                                                   By:  EXHIBIT - DO NOT SIGN 
                                                      -----------------------

                                                   Its:          
                                                       ----------------------   


                                       13