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                                                                   Exhibit 10.12

                            COGNOVIT PROMISSORY NOTE
                            ------------------------


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$4,045,392.00                                                    Cleveland, Ohio
                                                                January 22, 2001

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         For value received, the undersigned, SHILOH AUTOMOTIVE, INC., an Ohio
corporation, (hereinafter "Maker") promises to pay to the order of MTD PRODUCTS
INC, an Ohio corporation (hereinafter "Payee"), P.O. Box 368022, Cleveland, Ohio
44136, the principal sum of Four Million Forty-Five Thousand Three Hundred
Ninety-Two Dollars ($4,045,392.00) (the "Principal"), together with interest at
the rate of 8.620% per annum from the date hereof. Interest shall be calculated
upon a year of 360 days for the actual number of days elapsed. The sole
shareholder of the Maker, SHILOH INDUSTRIES, INC., a Delaware corporation (the
"Parent"), for good and valuable consideration, jointly and severally guarantees
Maker's payment and performance of its obligations under this Note, and makes
the representations and warranties set forth under this Note.

         Maker shall pay principal and accrued interest due under this Note in
one payment on November 1, 2001. Payment of less than all amounts due will be
first applied to the accrued interest and then to the Principal.

         1. This obligation, and all other obligations, direct or contingent, of
the Maker to Payee or any subsequent holder (collectively "Holder") under this
Note, shall be and become immediately due and payable at the option of the
Holder, without any demand or notice, except as provided below, upon the
occurrence of any of the following described events, each of which shall
constitute an "Event of Default":

               (a)      Default in payment or performance of this Note, which
                        such default continues without cure for a period in
                        excess of five (5) business days of the due date
                        thereof;

               (b)      An assignment for the benefit of creditors executed by
                        Maker or Parent;

               (c)      The voluntary application for, or appointment of, a
                        receiver for Maker or Parent;

               (d)      The filing of a voluntary petition against Maker or
                        Parent under any provisions of Federal Bankruptcy laws;

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               (e)      The commencement of any adverse bankruptcy,
                        receivership, insolvency, reorganization, or liquidation
                        proceedings by or against the Maker or Parent (not
                        vacated within thirty (30) days for any involuntary
                        filing);

               (f)      The issuance of an attachment against or seizure of any
                        property of, or the entry of judgment against, the Maker
                        or Parent unless such attachment, seizure or judgment is
                        being appealed by the Maker or Parent;

               (g)      The dissolution or cessation of business of the Maker or
                        Parent; and

               (h)      The sale of substantially all of the assets of the Maker
                        or Parent.

         Upon the occurrence of an Event of Default herein described, the Holder
may, at its option declare this Note and all other obligations of the
undersigned, to be fully due and payable in the aggregate amount together with
accrued interest plus any applicable, fees and charges.

         2. Payee and any subsequent Holder shall be entitled, upon written
notice to Maker at the address set forth in Section 13 hereof, to transfer and
assign its rights hereunder to any third party.

         3. No extension of time for payment of all or any part of the amount
owing on this Note at any time shall affect the liability of the Maker. Further,
no delay on the part of Holder in exercising any power or right hereunder shall
operate as a waiver of any power or right.

         4. The Maker, Parent and all sureties, guarantors and endorsers waive
demand and presentment for payment, notice of nonpayment, notice of protest, and
protest of this Note.

         5. Each party, including the Maker, Parent and any endorser, surety, or
guarantor acknowledge and agree that any lawsuit growing out of or incidental to
any such controversy will be tried to a court of competent jurisdiction by a
judge sitting without a jury and each party waives all right to trial by jury in
any action or proceeding instituted in respect to this Note.

         6. This Note shall be construed under the laws of the State of Ohio,
including the Uniform Commercial Code, as enacted and in force in the State of
Ohio.

         7. The Maker reserves the right at any time and from time to time to
pay any part or all of the then remaining balance due on this Note prior to the
time of payment with no penalty or prepayment charge. The Payee will use all of
the prepayment to reduce the amount the Maker owes under this Note. If Maker
makes a partial prepayment, there will be no change in the due date of the Note
unless the Payee agrees in writing to such change.



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         8. The Maker and Parent authorize any attorney at law to appear in any
court of record in the State of Ohio and in the County where this Note was
executed at any time after this Note becomes due, whether by acceleration or
otherwise, and to waive the issuing and service of process and confess a
judgment in favor of the legal holder against any Maker, endorser and guarantor,
for the amount of principal and interest then appearing due upon this Note,
together with costs of suit, and to release all errors and waive all right of
appeal and stay of execution.

         9. Maker and Parent certify that the debt represented by this Note does
not arise out of a consumer loan or transaction and is not incurred primarily
for a personal, family, educational or household purpose.

         10. In the event the Maker shall fail to pay any payment when due
hereunder or in any other respect shall allow this Note to become in default,
interest shall then begin to accrue at the rate of ten percent (10%) per annum
until the entire principal and accumulated interest is paid in full. In addition
to the principal, interest, default interest and late payment charges (if any)
Holder shall be entitled to collect all costs and expenses of collection,
including, without limitation, reasonable attorneys fees, incurred in connection
with Holder's collection efforts, whether or not suit on this Note is filed.

         11. The Maker and Parent hereby consent and agree that jurisdiction and
venue for any claim or cause of action arising under or related to this Note
shall be proper in the state court located in Cuyahoga County, Ohio, and
expressly waives any and all rights which it may have, or which may hereafter
arise, to contest the propriety of such choice or jurisdiction and venue, or to
invoke the doctrine of forum non conveniens.

         12. Each of the Maker and Parent represents and warrants to the Payee
as follows:

               (a)      Each of Buyer and Parent is a corporation duly
                        organized, validly existing and in good standing under
                        the laws of the jurisdiction of its incorporation with
                        full corporate power and authority to execute and
                        deliver this Note, to perform its obligations hereunder
                        and to consummate the transactions contemplated hereby;

               (b)      The execution and delivery by each of Maker and Parent
                        have been duly authorized by all requisite corporate
                        action of Maker and Parent, as the case may be;

               (c)      This Note is a valid and legally binding obligation of
                        the Maker and Parent, as the case may be, enforceable
                        against the Maker and Parent, as the case may be, in
                        accordance with its terms except as such may be limited
                        by bankruptcy, insolvency, reorganization, moratorium or
                        other similar laws affecting creditors' rights
                        generally; and



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               (d)      The execution, delivery and issuance of this Note will
                        not conflict with, result in a breach of any term or
                        provision of, constitute a default under, or result in
                        the creation or imposition of, a lien, charge, or
                        encumbrance upon any of the Maker's or Parent's property
                        or assets pursuant to the terms of any agreement or
                        instrument to which the Maker or Parent is a party, by
                        which either of them may be bound, or to which any of
                        their property or assets is subject, nor will such
                        action result in any violation of the Maker's or
                        Parent's Certificate or Articles of Incorporation,
                        by-laws or code of regulations, as the case may be, or
                        any applicable federal, state or local statute, order,
                        rule or regulation.

         13. The Parent hereby guaranties the payment and performance of any and
all of the obligations of Maker under this Note. The guaranty provided herein is
an absolute and unconditional guaranty by Parent of the prompt and punctual full
payment and performance when due of all the obligations of Maker to Holder under
the Note. Parent consents and agrees that Holder shall be under no duty or
obligation to exhaust its remedies against Maker before calling upon the Parent
for payment of the obligations hereunder. This guaranty is a guaranty of payment
and performance and not limited to a guaranty of collection. As more fully set
forth above, Parent hereby waives acceptance, notice of acceptance, presentment,
demand, protest and other notice of any kind, promptness in commencing suit
and/or giving any notice to or in making any claim or demand hereunder, and
agrees that no act or omission of any kind on the part of Holder shall in any
event affect or impair this guaranty. No disputed claim, counterclaim or offset
asserted by Maker against Payee shall reduce the liability of the Parent to
Holder or affect this guaranty in any manner whatsoever.



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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 HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
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         IN WITNESS WHEREOF, the Maker and Parent have executed this Cognovit
Promissory Note as of the date set forth herein.

Executed at Cleveland, Ohio, this 22 day of January 2001.

Witnesses                                           MAKER

                                                    SHILOH AUTOMOTIVE, INC.

                                                    /s/ Craig A. Stacy
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                                                    By:  Craig A. Stacy
----------------------------                        Its: Treasurer


                                                    PARENT

                                                    SHILOH INDUSTRIES, INC.


                                                    /s/ Craig A. Stacy
----------------------------                        ----------------------------
                                                    By:  Craig A. Stacy
----------------------------                        Its: Chief Financial Officer






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STATE OF OHIO              )
                           )   SS.
CUYAHOGA COUNTY            )

                  BEFORE ME, a Notary Public in and for said County, appeared
the above named Shiloh Automotive, Inc. and Shiloh Industries, Inc., by Craig A.
Stacy, as Treasurer of Shiloh Automotive, Inc. and as Chief Financial Officer of
Shiloh Industries, Inc., respectively, who acknowledged that he did sign the
foregoing instrument and that the same is the free act and deed of said
corporations and his free act and deed personally and as such officer.

                  IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal, at Cleveland, Ohio, this 23rd day of January 2001.


                                                    /s/ Mark Waxman
                                                    ----------------------------
                                                             Notary Public









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