Exhibit 10.1 - Stock Purchase Agreement Between Amcast Industrial
            Corporation and Izumi Industries, LTD Dated May 31, 2001
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                            STOCK PURCHASE AGREEMENT

                                      Among

                          AMCAST INDUSTRIAL CORPORATION
                                   AS "BUYER"
                                       And

                             IZUMI, INDUSTRIES, LTD.
                             A JAPANESE CORPORATION
                                   AS "SELLER"
                            DATED AS OF MAY 31, 2001




<PAGE>




                            STOCK PURCHASE AGREEMENT

                THIS STOCK PURCHASE AGREEMENT is made as of May 31, 2001 between
AMCAST  INDUSTRIAL  CORPORATION,   an  Ohio  corporation  ("Buyer"),  and  IZUMI
INDUSTRIES,  LTD.,  a  Japanese  corporation,  hereinafter  referred  to as  the
"Seller" (the "Seller"), under the following circumstances:

                A.        Seller owns all of the issued and outstanding capital
                          stock of Izumi, Inc., a Delaware corporation (the
                          Stock).

                B.         Seller desire to sell, and Buyer desires to purchase
                           100% of the issued and outstanding Stock upon the
                           terms and conditions hereinafter set forth;

                NOW,THEREFORE, Seller and Buyer agree as follows:

                 Section 1. Definitions.  For the purpose of this Agreement, any
amendments hereto and any Exhibit attached hereto or Schedule  described herein,
and in addition to terms defined  elsewhere  herein,  the following  terms shall
have the following  meanings,  except as otherwise  expressly provided or unless
the context otherwise requires:

                 1.01  "Affiliate"  of a named party means any entity in control
of, controlled by, or under common control with such named party.

                 1.02  "ACT" means Amcast Casting Technologies Inc. an Indiana
Corporation and subsidiary of Amcast Industrial Corporation

                 1.03  "Asahi  Bank Loan"  means the  portion of the loan to CTC
made under the terms of that certain Creditor and Intercreditor  Agreement among
CTC, Asahi Bank, and National Bank of Detroit dated July 28, 1995 as amended and
superseded by that certain Creditor and  Intercreditor  Agreement among the same
parties and dated August 25, 1999 (the "Credit Agreement").

                 1.04 "Bank Debt" The Debt owed by CTC  pursuant to the Creditor
Agreement  or any bank  loan,  or credit  agreement  which  replaces  the Credit
Agreement,  or any additional  credit,  provided such loan or credit is extended
solely for the purpose of the property,  plant inventory, and working capital of
CTC.

                 1.05  "Buyer" means Amcast Industrial Corporation, an Ohio
corporation.

                 1.06  "Closing" means the closing for which provision is made
in Section 3.

                 1.07  "Closing Date" means the date of the Closing.

                 1.08  "Code" means the Internal Revenue Code of 1986, as
amended.

                 1.09  "Company" shall mean Izumi, Inc..

                 1.10  "CTC" means Casting  Technology  Company,  an Indiana
Joint Venture partnership in which ACT and the Company are the partners.

                 1.11  "Effective Time" means 12:01 a.m. June 1, 2001.

                 1.12  "Employee Plans" means all employee benefit plans of any
kind or nature.

                 1.13  "Environmental  Laws"  shall mean any  federal,  state or
local law,  statute,  ordinance,  rule,  regulation  or code,  and any  license,
permit, authorization, approval, consent, order, judgment, decree, injunction or
agreement  with any  Governmental  Entity to which the  Company or any  property
owned, leased, occupied or used by the Company is a party or subject, related to
(i) the protection,  preservation or restoration of the environment, and/or (ii)
the use, storage, recycling, treatment, generation, transportation,  processing,
handling, labeling, production, release or disposal of Hazardous Substances.

<PAGE>


                 1.14  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

                 1.15  "Exhibit" means any of the exhibits attached to and made
a part of this Agreement.

                 1.16  "Financial  Statement" means, in respect of a time
period, the income statement,  balance sheet, and statement of changes in equity
for the period.

                 1.17  "Governmental  Entity"  means  any  court,   governmental
authority or other regulatory or administrative  agency or commission,  domestic
or foreign.

                 1.18  "Izumi  Receivables"  means those accounts owed by CTC
(i) to the  Company,  in  connection  with  services  and  supplies  provided in
the ordinary  course of business and (ii) to Seller pursuant to that certain
Amended Royalty  Agreement  between  Buyer,  Seller  and CTC  dated  September
3,  1997 ("Royalty Agreement").

                 1.19  "Leased  Real   Property"   means  the  land,   building,
structures,  or other real property  listed at Schedule 1.32 as currently  being
leased by the Company.

                 1.20 "Permits" means foreign,  federal,  state, local and other
governmental licenses, permits, approvals and authorizations which relate to, or
are necessary to conduct the Business.

                 1.21  "Purchase Price" shall have the meaning ascribed to it at
Section 2.02.

                 1.22  "Records" means, in the case of the Company, all books
and records of the Company.

                 1.23  "Schedule" means any of the Schedules listed in the Table
of Contents to this Agreement.

                 1.24  "Security  Interest" means any pledge,  security
interest, lien, charge, encumbrance, option, or restriction on transfer.

                 1.25 "Tax(es)" means all taxes, charges,  fees, levies, tariffs
or other  assessments  imposed by any federal,  state,  local, or foreign taxing
authority, including, without limitation, income, add-on or alternative minimum,
estimated, excise, property, sales, use, transfer, payroll, license, employment,
production,  gross receipts,  environmental (including Section 59A of the Code),
windfall  profits,  value-added,   severance,  withholding,  capital  stock  and
franchise taxes (including any interest,  penalties or additions attributable to
or imposed on or with respect to any such assessment),  including any obligation
to  indemnify  or  otherwise  assume or succeed to the Tax  liability of another
person.

                1.26 "Tax  Return(s)"  means  any  return,  report,  information
return,  or other  document  (including  any related or supporting  information)
filed by or required to be filed by the Company with any federal,  state, local,
or  foreign  governmental  entity  or other  authority  in  connection  with the
determination,  assessment or collection of any Taxes or the  administration  of
any laws,  regulations  or  administrative  requirements  relating to any Taxes,
including,  without  limitation,  federal  income tax  returns  of Izumi,  Inc.,
declarations of estimated tax and tax reports  required to be filed with respect
to the Company or any of its respective income, properties or operations.

                  Section 2. Purchase and Sale of Izumi, Inc.
                  ---------------------------------------------

                   2.01    Purchase.  Subject to the terms and conditions of
                           this Agreement, Seller shall

                  (a)      sell, convey, assign, transfer and deliver the Stock,
                           free and clear of any  Security  Interest,  to Buyer,
                           and Buyer shall  purchase and acquire from Seller the
                           Stock at the Closing.
<PAGE>

                   (b)     provide a release of CTC, Buyer, ACT, and the Company
                           from the Asahi Bank Loan, in form, reasonably
                           satisfactory to Buyer

                   (c)     provide a release and discharge of CTC, Act, and the
                           Company from the Izumi Receivables reasonably
                           satisfactory to Buyer

                  2.02     Purchase Price.  In consideration for the Stock,
                           Buyer agrees to pay Seller the following:

                  (a)      $2,000,000, to be paid in United States Dollars in
                           cash at closing

                  (b)      $2,000,000, to be paid in accordance with Section
                           2.03 below (the "Deferred Purchase Price").

                  (c)      An additional amount to be calculated and paid as
                           described in Section 2.04 below (the "Contingent
                           Compensation").

                  2.03 Deferred  Purchase  Price.  The Deferred  Purchase  Price
  shall  be paid  in  five  equal  annual  installments,  with  the  first  such
  installment to be paid on May 21, 2002.  The Deferred  Purchase Price shall be
  evidenced  by a  promissory  note from  Buyer in the form  attached  hereto as
  Exhibit 2.03 (the "Note").  No interest shall accrue on the Deferred  Purchase
  Price so long as there is no default under the Note. If there is default under
  the Note, interest shall accrue as provided therein. In addition;

                (a)          If CTC (or its  successor in  interest)  completely
                    discontinues  and  abandons  the  technology   described  in
                    Section  1.00(a) of that certain License  Agreement  between
                    Buyer, Seller and CTC, dated on even date herewith,  and any
                    technology materially derived therefrom  (collectively,  the
                    "Licensed  Technology"),  then Buyer shall be relieved  from
                    the  obligations  to make  additional  installment  payments
                    under the Note. Payment obligations under the Note shall not
                    cease until Seller receives written notice ("Discontinuation
                    Notice")  of  the  discontinuation  and  abandonment  of the
                    Licensed Technology  (regardless whether such discontinuance
                    and  abandonment  in fact  have  occurred  prior to the date
                    Seller receives the Discontinuance  Notice).  In addition to
                    any other  payments  then due  hereunder,  Buyer  shall also
                    promptly  pay Seller a pro-rated  amount based on the period
                    between  the  date  the  last  installment  payment  was due
                    hereunder and the later of the date (i) the  Discontinuation
                    Notice is received  by Seller,  and (ii) the actual date use
                    of the Licensed  Technology is  discontinued  and abandoned.
                    Upon  issuance  of a  Discontinuation  Notice,  Buyer  shall
                    afford Seller reasonable access to facilities and records to
                    verify such discontinuation.  Any disagreement in respect to
                    a  Discontinuation  Notice  shall be resolved as provided in
                    Section 11.07 of this Agreement. If, in conjunction with the
                    Discontinuation  Notice,  CTC  discontinues all of its other
                    business  operations,  and CTC has insufficient funds to pay
                    all of  CTC's  debts,  the  Final  Payment  shall be paid to
                    Holder  after  the  Bank  Debt  and  the  trade  debt of CTC
                    (excluding  debt  owed  to  CTC  by  Amcast  or  any  of its
                    Affiliates, is paid in full.

                (b)          All principal  under the Note,  and all accrued and
                    unpaid   interest   thereon   ("Balance"),    shall   become
                    immediately  due and payable (x) if the Licensed  Technology
                    or  the  use  thereof  is  sold,   licensed,   or  otherwise
                    transferred to anyone other than Buyer, (y) upon the sale or
                    transfer of  substantially  all of the assets of CTC (or, if
                    CTC  is  consolidated  into  or  merged  with  Buyer  or  an
                    Affiliate  thereof,  then  upon  the  sale  or  transfer  of
                    substantially  all of the assets of the  division  or entity
                    comprising  the  successor  to CTC) to an entity  other than
                    Buyer, or (z) if Buyer (or any Affiliate of Buyer) ceases to
                    be a general  partner,  or own in excess of 50% of CTC.  The
                    Balance  will be paid to Seller only to the extent the value
                    of the  consideration  received  by Buyer  or any  Affiliate
                    thereof  exceeds the sum of the Bank Debt and the trade debt
                    of CTC  (excluding  debt  owed to CTC by Buyer or any of its
                    Affiliates).  If the entire  Balance is not paid pursuant to
                    this  provision,  the  remaining  Balance  shall  be paid as
                    provided in the first paragraph of this Section 2.03.  Buyer
                    shall give Seller written notice in reasonable detail of the
                    foregoing  events within ten (10) days of the occurrence and
                    shall afford  Seller  reasonable  access to  facilities  and
                    records to verify Buyer's representation.

<PAGE>


                  2.04  Contingent  Compensation.  If  Buyer  or  any  Affiliate
  thereof  shall  agree  during  the  two  years   following   Closing  to  sell
  substantially  all of the assets and the business of CTC, or a  percentage  of
  the  ownership  of CTC,  then Seller  shall  receive  additional  compensation
  ("Contingent  Compensation")  equal to a percentage of the Net Adjusted Profit
  (as defined below) from such sale.  "Net Adjusted  Profit" means the amount by
  which the Profit (as defined  below)  from such sale  exceeds (i) in the first
  year following Closing, $100,000 per one percent of the equity of the Company,
  and (ii) in the  second  year  following  Closing,  $164,000  per one  percent
  interest of the equity of the Company.  "Profit" means the amount,  if any, by
  which the  proceeds  from the sale  exceed  the total of the Bank Debt of CTC,
  plus the  trade  debt of CTC (but  excluding  any debt  owed to  Amcast or any
  affiliate thereof), plus unpaid principal and interest due under the Note.

                  (a)      By way of example, CTC is sold for $36,000,000 in the
                           first year following Closing, and the balance due
                           Izumi under its note is $2,000,000, and

                                    $36,000,000  Bank
                                    (15,000,000) Debt
                                    ( 4,000,000) Trade Debt
                                    ( 2,000,000) Izumi Note
                                    ------------
                             Balance 15,000,000

                                    $15,000,000
                                    (10,000,000) Minimum Profit Requirement
                                    ------------
                                  $   5,000,000

                           Izumi will receive .40 ($5,000,000) or $2,000,000.


                  Section 3. Closing.
                  -------------------

                  3.01     Closing  The Closing shall take place at the offices
of Buyer at 10:00 a.m., local time, on May 31, 2001 or by such other method as
the parties may agree.

                  3.02  Seller's  Deliveries.  At  the  Closing,  Seller  shall,
(subject to Buyer's  fulfillment of the conditions set forth in Section 3.03) or
Seller's waiver thereof,  and subject to fulfillment of the conditions set forth
in Section 3.04), deliver to Buyer:

                  (a)        certificates   representing   all  of  issued   and
                             outstanding  Stock,  registered  in the name of the
                             respective Seller,  duly endorsed by the Seller for
                             transfer to Buyer or  accompanied by stock transfer
                             powers  to  Buyer of the  Stock  duly  executed  by
                             Seller and with any requisite  tax transfer  stamps
                             or other documents attached,  with each certificate
                             being free and clear of any Security Interest;

                 (b)         evidence  satisfactory  to Buyer in its  reasonable
                             discretion  that CTC is released from liability for
                             all Izumi Receivables as of the Closing.

                 (c)         evidence  satisfactory  to Buyer in its  reasonable
                             discretion of the full and complete release of CTC,
                             ACT,  the  Company,  and Buyer  from the Asahi Bank
                             Loan.

                 (d)        except as otherwise directed by Buyer, resignations
                            of each director and officer of the Company
                            effective as of the Effective Time;

                 (e)        a certificate of the Secretary of the Company
                            certifying as to the officers and directors of the
                            Company.

<PAGE>


                 (f)         a true copy of the Certificate of  Incorporation of
                             the  Company  and  all  amendments  thereto,   with
                             original certification by the Secretary of State or
                             other   appropriate   agencies   in  the  state  or
                             jurisdiction of incorporation of the Company and

                 (g)         a true copy of the Bylaws of the Company as in
                             effect on the Closing Date;

                 (h)         certificates  of good  standing,  dated no  earlier
                             than  60  days  prior  to the  Closing  Date,  with
                             respect to the Company from the  Secretary of State
                             of the State of Indiana and Delaware;

                 (i)         a list of all employees of the Company,

                 (j)         all minute books and stock transfer records of the
                             Company; and

                 (k)         the fully executed License Agreement in the form of
                             Exhibit 3.02(k) under which Izumi licenses the
                             Technology to CTC

                 (l)         The Financial Statements as of the end of the most
                             recent fiscal year of the Company.

                3.03       Buyer's Deliveries.  At the Closing, Buyer shall
(subject to Seller's fulfillment of the conditions set forth in Section 3.02 or
Buyer's waiver thereof) deliver to the Seller:

                 (a)       $2,000,000 U.S. dollars,

                 (b)       the fully executed Note,

                 (c)       copies  of  all   resolutions  of  Buyer's  Board  of
                           Directors  authorizing the transactions  contemplated
                           hereby or otherwise  relating to this  Agreement  and
                           the transactions  contemplated  hereby,  certified by
                           the  Secretary  of Buyer as being in full  force  and
                           effect on the Closing Date.

                  Section 4. Representations and Warranties of Seller.
                  ---------------------------------------------------
                 Seller represents and warrants the following to Buyer as of the
date of this Agreement:

                 4.01 Organization; Good Standing; and Qualification.  Seller is
a corporation  duly organized,  validly  existing and in good standing under the
laws of the country of Japan,  with the corporate power and authority to conduct
its business and to own and lease its properties and assets.

                 4.02 Corporate  Authority.  Seller has the corporate  power and
authority to execute,  deliver and carry out the terms of this Agreement and the
other  agreements  and  instruments  to  be  executed  and  delivered  by  it in
connection with the transactions  contemplated  hereby and thereby and has taken
all necessary corporate action, including approval by its Board of Directors, to
authorize the execution and delivery of this Agreement and such other agreements
and instruments and the consummation of the transactions contemplated hereby and
thereby.  This  Agreement is, and the other  agreements  and  instruments  to be
executed  and   delivered  by  Seller  in  connection   with  the   transactions
contemplated   hereby  and  thereby  will  be,  the  legal,  valid  and  binding
obligations  of Seller,  enforceable in accordance  with their terms,  except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or  other  laws  relating  to or from  time to time
affecting the  enforcement  of creditors'  rights  generally and except that the
enforceability  of  Seller's  obligations  is subject to general  principles  of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

                 4.03 No  Violation.  Neither the execution and delivery of this
Agreement or the other documents and instruments to be executed and delivered by
Seller  pursuant  hereto,  nor the  consummation  by Seller of the  transactions
contemplated hereby or thereby (a) will violate any provision of its Articles of
Incorporation  or Code of  Regulations,  (b) will violate or be in conflict with
any  applicable  law  or  any  judgment,  decree,  injunction  or  order  of any
Governmental  Entity,  or (c) subject to  obtaining  the  consents  set forth on
Schedule  4.07,  will  violate or conflict  with or  constitute a default (or an
event which,  with notice or lapse of time or both,  would constitute a default)
under or will  result in the  termination  of,  or  accelerate  the  performance
required by, or result in the creation of any Security Interest, upon any of the
assets of Seller under any term or provision of the Articles of Incorporation or
Code  of  Regulations   Bylaws  of  Seller  or  of  any  contract,   commitment,
understanding,  arrangement,  agreement,  order,  arbitration  award,  judgment,
decree or  restriction of any kind or character to which Seller is a party or by
which Seller or any of its assets or properties may be bound or affected,  other
than violations or conflicts  which would not have a material  adverse effect on
Seller.

<PAGE>

                 4.04 Title to the Stock. The Seller has title to the Stock free
and clear of any Security  Interest  and the Seller will convey,  or cause to be
conveyed,  to Buyer  good and valid  title to the  shares  of  common  stock the
Company free and clear of any Security Interest.

                4.05  Litigation.   There  are  no  claims,  actions,  suits  or
proceedings  pending or,  threatened  against or affecting  Seller, at law or in
equity,  or before any Governmental  Entity which may impair Seller's ability to
perform this Agreement.

                4.06       Authorization and Validity of the Shares.  The Stock
has been duly authorized, validly issued and is fully paid and nonassessable.

                4.07  Consents.  Except  as  set  forth  in  Schedule  4.07,  no
authorization,  consent,  approval,  order  or  filing  with  or  notice  to any
Governmental  Entity or another entity or person, is necessary for the execution
and  delivery  of this  Agreement  or any  other  agreement  or  document  to be
delivered  by  Seller  or  the   consummation  by  Seller  of  the  transactions
contemplated hereby or thereby.


                  Section 5.  Representations and Warranties of Seller in Regard
                              to the Company.
                  --------------------------------------------------------------

                  Subject  to the  limitations  set  forth  at the  end of  this
Section 5, Seller  represents and warrants the following to Buyer as of the date
of this Agreement:

                  5.01 Ownership of Assets.  Other than its partnership share of
CTC,  the Company  neither owns nor leases any other asset of any kind or nature
including but not limited to real property, machinery and equipment,  inventory,
receivables,  intellectual property,  contract rights or claims. The Company has
never owned or leased any other assets except for its partnership share of CTC.

                  5.02 Litigation. Schedule 5.02 sets forth every investigation,
action,  suit,  arbitration,  or other legal proceeding,  including  proceedings
relating to, or arising  under  Environment  Laws (herein  "Legal  Proceeding"),
which involves the Company which is presently pending, or, is threatened against
the Company. The Company is not in violation of any judgment, decree, injunction
or order outstanding against it.

                  5.03      Indebtedness.  Except insofar as the Company has any
                            obligation for indebtedness of CTC, as of the
                            Closing date, the Company has no indebtedness of any
                            kind or nature

                  5.04     Contracts; Powers of Attorney.

                  (a)      Schedule  5.04  is a true  and  complete  list of all
                           Contracts  of the  Company.  Seller has  delivered to
                           Buyer  true  and  complete  copies  of each  Contract
                           listed  on  Schedule  5.04.  Except  as set  forth on
                           Schedule  5.04,  the Company is not in default in any
                           respect  under any Contract and no condition or state
                           of facts exists which,  with notice or the passage of
                           time, or both, would constitute such a default

                  (b)      Except as set forth on Schedule 5.04, there are no
                           persons holding powers of attorney from the Company

<PAGE>


                  5.05     Environmental Compliance.

                  (a)      Compliance with Environmental Law.  Except as set
                           forth in Schedule 5.05,  the Company is operating its
                           business in compliance with all applicable
                           Environmental Laws.

                  5.06 Compliance  with Laws and Orders.  Except as disclosed in
Schedule  5.06,  the Company is operating  its business in  compliance  with all
laws, ordinances, regulations judgments, orders, decrees, licenses or permits of
any Governmental Entity.

                  5.07  Permits  and  Licenses.  Except as set forth in Schedule
5.07, the Company has no permits, licenses, orders and approvals of any federal,
state,  local,  and foreign  governmental or regulatory  bodies required for the
Company to carry on the Business as presently conducted and none are required.

                  5.08     Employee Plans.  The Company has no employees or
Employee Plans and has never had any employees or Employee Plans.

                  5.09     Business Interest.  Other than its partnership
interest in CTC, the Company has no ownership interest of any kind or nature in
any other corporation, partnership, joint venture, or other business.

                  Seller's  representations and warranties herein are limited to
itself  and  the  Company  only  and  include  no  other  entities.  By  way  of
illustration and not limitation,  the  representations and warranties in Section
4, 5 and 6 are not made on behalf or in respect of CTC.

                  Section 6.  Taxes.
                  -----------------

                  6.01 (a) Except as set forth on Schedule 6.01, the Company has
filed all Tax Returns that are required to be filed and all such Tax Returns are
correct and  complete in all material  respects;  (b) the Company paid all Taxes
with  respect to  operations  through the Closing  Date,  (c) the Company is not
currently the  beneficiary of any extension of time within which to file any Tax
Return (d) there is no  dispute or claim  concerning  any Tax  liability  of the
Company,  (e)  there  is no  expectation  that any  authority  will  assess  any
additional  Taxes against the Company that will materially  adversely affect the
financial condition of the Company.

                  6.02  Schedule 6.02 lists (a) all  jurisdictions  in which the
Company is required to file Tax Returns,  (b) all Tax Returns filed with respect
to the Company for tax years ending after 1994, (c) "Tax Returns" shall mean all
returns relating to income,  property, and sales and use taxes and forms 940 and
941;  and (d)  indicate  those  Tax  Returns  that are the  subject  of an audit
currently, the Company has delivered to Buyer correct and complete copies of all
Tax Returns for tax years ending after 1994,  and related  examination  reports,
and statements of deficiencies  assessed against or agreed to by the Company for
tax years ending after 1994.

                  6.03 All  elections  with respect to Taxes that have been made
by the Company for tax years ending  after 1994 are included  with copies of Tax
Returns provided to Buyer pursuant to Section 6.02 of this Agreement.

                  6.04  Except as  otherwise  set forth on  Schedule  6.04,  the
Company  has not waived  any  statute of  limitations  with  respect to Taxes or
agreed to any extension of time with respect to a tax assessment or deficiency.

                  Section 7.  Representations and Warranties of Buyer.
                  ---------------------------------------------------
                  Buyer hereby represents and warrants the following to Seller
                  as of the date of this Agreement:

                  7.01 Organization; Good Standing; and Qualification.  Buyer is
a corporation  duly organized,  validly  existing and in good standing under the
laws of the State of Ohio, with the corporate power and authority to conduct its
business and to own and lease its properties and assets.

                  7.02 Corporate  Authority.  Buyer has the corporate  power and
authority to execute,  deliver and carry out the terms of this Agreement and the
other  agreements  and  instruments  to  be  executed  and  delivered  by  it in
connection with the transactions  contemplated  hereby and thereby and has taken
all necessary corporate action, including approval by its Board of Directors, to
authorize the execution and delivery of this Agreement and such other agreements
and instruments and the consummation of the transactions contemplated hereby and
thereby.  This  Agreement is, and the other  agreements  and  instruments  to be
executed and delivered by Buyer in connection with the transactions contemplated
hereby and thereby will be, the legal,  valid and binding  obligations of Buyer,
enforceable in accordance with their terms, except as such enforceability may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  laws  relating  to or from  time to time  affecting  the  enforcement  of
creditors'  rights  generally  and  except  that the  enforceability  of Buyer's
obligations  is subject to general  principles of equity  (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

<PAGE>

                  7.03 No Violation.  Neither the execution and delivery of this
Agreement or the other documents and instruments to be executed and delivered by
Buyer  pursuant  hereto,  nor the  consummation  by  Buyer  of the  transactions
contemplated hereby or thereby (a) will violate any provision of its Articles of
Incorporation,  Code of  Regulations  or by  laws,  (b)  will  violate  or be in
conflict with any applicable law or any judgment, decree, injunction or order of
any Governmental  Entity,  or (c) subject to obtaining the consents set forth on
Schedule  7.04,  will  violate or conflict  with or  constitute a default (or an
event which,  with notice or lapse of time or both,  would constitute a default)
under or will  result in the  termination  of,  or  accelerate  the  performance
required by, or result in the creation of any Security Interest, upon any of the
assets of Buyer under,  any term or provision of the Articles of  Incorporation,
Code  of  Regulations  or  Bylaws  of  Buyer  or of  any  contract,  commitment,
understanding,  arrangement,  agreement,  order,  arbitration  award,  judgment,
decree or  restriction  of any kind or character to which Buyer is a party or by
which Buyer or any of its assets or properties  may be bound or affected,  other
than violations or conflicts  which would not have a material  adverse effect on
Buyer.

                  7.04  Consents.  Except  as set  forth in  Schedule  7.04,  no
authorization,  consent,  approval,  order  or  filing  with  or  notice  to any
Governmental  Entity or another entity or person, is necessary for the execution
and  delivery  of this  Agreement  or any  other  agreement  or  document  to be
delivered by Buyer or the consummation by Buyer of the transactions contemplated
hereby or thereby.

                  7.05 Litigation.  There is no order, judgment or decree of any
Governmental Entity, by which Buyer is bound and no action, suit or other legal,
administrative  or  arbitration   proceedings  or   investigations   before  any
Governmental Entity is pending or, to Buyer's knowledge,  threatened,  which, in
each case,  would  prohibit the execution and delivery of this  Agreement or the
consummation of the transactions contemplated hereby.

                  Section 8.  Additional Agreement and Covenants.
                  ----------------------------------------------

                  8.01 Further  Assurances.  Each party shall, at the request of
the other  party,  do and  perform  or cause to be done and  performed  all such
further acts and furnish, execute and deliver such other documents, instruments,
certificates,  notices or other further assurances as counsel for the requesting
party may reasonably request,  from time to time, to consummate more effectively
the  transactions  contemplated  by this  Agreement  or to vest in Buyer  all of
Seller's right, title and interest in the Company.  Further, Buyer shall provide
Seller with documents and  information  which may reasonably be required for the
preparation of tax returns.

                  8.02 Expenses. Except as otherwise provided in this Agreement,
each party will pay all fees and expenses incurred by it in connection with this
Agreement and the transactions contemplated hereby.

                  Section 9. Survival of Representations and Warranties

                  9.01     Survival of Representations and Warranties.

                 (a)       All  representations and warranties made by Seller to
                           Buyer or  Buyer to  Seller  in this  Agreement  shall
                           survive the Closing Date and  continue  until May 31,
                           2004.

<PAGE>

                  Section 10.  Indemnity.
                  -----------------------

                  (a)      Indemnification of the Buyer Group.  Subject to the
                           terms and conditions of this Section 10, Seller
                           hereby agrees to indemnify, defend and, hold harmless
                           Buyer, the Company, and each of their respective
                           Affiliates, directors, officers and employees and the
                           successors and assigns of any of them (the "Buyer
                           Group") at any time after the Closing from and
                           against all demands, claims, actions or causes of
                           action, assessments, losses, damages, liabilities,
                           costs and expenses (including, without limitation,
                           reasonable fees and expenses of counsel)
                           (collectively, "Damages"), asserted against,
                           resulting to, imposed upon or incurred by any member
                           of the Buyer Group, directly or indirectly, by reason
                           of or resulting from:

                                    (i)     a breach of any representation or
                                            warranty of Seller contained in or
                                            made pursuant to this Agreement;

                                    (ii)    a breach by Seller of any covenant,
                                            agreement or obligation of Seller
                                            contained in or made pursuant to
                                            this Agreement

                  (b)      Indemnification  of Seller.  Subject to the terms and
                           conditions of this Section 10, Buyer hereby agrees to
                           indemnify,  defend  and  hold  harmless  Seller,  its
                           affiliates,  officers,  directors,  and employees and
                           the  successors  and  assignees  of any of them  (the
                           Seller Group) at any time after the Closing, from and
                           against all Damages asserted  against,  resulting to,
                           imposed  upon  or  incurred  by  any  Seller   Group,
                           directly  or  indirectly,  by reason of or  resulting
                           from:

                                    (i)     a breach of any representation or
                                            warranty of Buyer contained in or
                                            made pursuant to this Agreement; or

                                    (ii)    the breach by Buyer of any covenant,
                                            agreement or obligation of Buyer
                                            contained in or made pursuant to
                                            this Agreement

                                    (iii)   all   liabilities,    expenses   and
                                            damages of whatever kind and nature,
                                            relating  to CTC, at any time either
                                            before or after  Closing  including,
                                            but not limited to, all bank debt.

                                    (iv)    all   liabilities,    expenses   and
                                            damages,   of   whatever   kind  and
                                            nature,  arising out of or under the
                                            Partnership  Agreement,  the  Credit
                                            Agreement,     and    the    Royalty
                                            Agreement,   and   all   leases   of
                                            equipment in respect of CTC.

                 Section 11.        Miscellaneous.
                                   ----------------

                  11.00    Termination of Certain Agreements.  The parties
                           hereby agree that

                  (a)      the  Joint  Venture  Partnership   Agreement  by  and
                           Between  Buyer and  Seller,  and dated April 14, 1994
                           ("JV Agreement") shall be terminated  effective as of
                           the  Closing  Date  and be of no  further  force  and
                           effect; provided, however, this shall not relieve the
                           parties of their rights and obligations  under the JV
                           Agreement prior to the termination.

                  (b)      The  parties  also  agree  that  the   Agreement  for
                           Dispatch of Designee(s) made January 1, 1997, between
                           Seller  and CTC  will  be  terminated  following  the
                           return of Hiroshi Ariji to Japan.

                  (c)      Buyer shall use its best efforts to obtain, as soon
                           as possible, a termination of the Seller's guarantee
                           of that equipment lease between PNC Leasing Corp. (as
                           lessor) and CTC (as lessee).

                 11.01 Assignment;  No Third-Party  Rights. This Agreement shall
be binding  upon and shall inure to the benefit of, and be  enforceable  by, the
parties hereto and their  permitted  successors and assigns.  This Agreement may
not be assigned by either party without the prior written  consent of the other,
except  Buyer may,  with the prior  written  consent of Seller which will not be
unreasonably withheld, assign the rights of Buyer hereunder to take title to the
Stock to any Affiliate of Buyer.  No assignment of this Agreement  shall relieve
the  assigning  party  of  responsibility  for  the  performance  of  any of its
obligations  hereunder.  Nothing herein is intended to, nor shall it, create any
rights in any person other than the parties hereto.

<PAGE>


                11.02 Entire Agreement.  This Agreement and the agreements to be
executed in connection herewith set forth the entire agreement and understanding
of the parties in respect of the transactions  contemplated hereby and supersede
all prior agreements,  arrangements and  understandings  relating to the subject
matter  hereof.  All Schedules  and Exhibits and any  documents and  instruments
delivered  pursuant to any  provisions  hereof are expressly made a part of this
Agreement as fully as though completely set forth herein.

                 11.03 Section and Other Headings; Number. The section and other
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or  interpretation  of this  Agreement.  Words
used in this  Agreement  in the  singular  number  shall be held to include  the
plural, and vice versa, unless the context requires otherwise.

                 11.04  Notices.  All  notices,   requests,  demands  and  other
communications  under this Agreement  shall be in writing and shall be deemed to
have been duly  given (a) on the date of  service  if served  personally  on the
party to whom notice is to be given,  (b) on the day of transmission if sent via
facsimile  transmission  to the  facsimile  number given below,  and  telephonic
confirmation of receipt is obtained  promptly after  completion of transmission,
(c) on the day after delivery to Federal Express or similar overnight courier or
the Express Mail service maintained by the United States Postal Service,  or (d)
on the fifth day after  mailing,  if mailed to the party to whom notice is to be
given, by registered or certified mail, postage prepaid and properly  addressed,
to the party as follows:

                 If to Buyer:

                         Amcast Industrial Corporation
                         7887 Washington Village Drive
                         Dayton, Ohio 45459
                         Telephone: 937/291-7000
                         FAX: 937/291-7007
                         Attention: President and CEO

                         and additional copy to:

                         Attention:     Secretary

                  If to Seller:

                           Izumi Industries, Ltd.
                           1, Izumi-cho
                           Kawagoe,
                           Saitama 35-0026 Japan
                           Attention:  President

                           and additional copy to:

                           John H. Sharpe, Esq.
                           Sommer & Barnard, PC
                           111 Monument Circle, #4000
                           Indianapolis, IN  46204-5198

or to such other  address  as the person to whom  notice is to be given may have
previously furnished to the other in writing in the manner set forth above.

                  11.05    Law Governing.  This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of Indiana
without regard to its conflict of law rules.

<PAGE>


                  11.06  Counterparts.  This Agreement may be executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
taken together shall constitute one and the same instrument.

                  11.07    Resolution of Disputes.

                  (a)   In the event of a dispute  between  the  parties  arises
               under the terms of this  Agreement  involving an issue other than
               payment of amounts due under  Section 2 hereof,  either party may
               send to the other a letter of dispute setting forth in particular
               the  subject  matter  of the  dispute  ("Disputed  Matter").  The
               parties shall meet in  Indianapolis,  Indiana or at such place as
               may be  mutually  agreeable  to them,  not later than twenty days
               after the date of the  receipt of the  letter of dispute  for the
               purposes of negotiating a settlement of the Disputed Matter.

                  (b)    In  the  event  that  either  party   determines  after
               compliance with Section  11.07(a) that the Disputed Matter cannot
               be  resolved  by  the  parties,  the  Disputed  Matter  shall  be
               submitted  to  binding   arbitration  before  a  panel  of  three
               arbitrators   in  Chicago,   Illinois  in  accordance   with  the
               Commercial   Arbitration   Rules  of  the  American   Arbitration
               Association;  provided,  however, that (a) the parties may engage
               in  prehearing  discovery  to the  full  extent  provided  in the
               Federal  Rules  of Civil  Procedure,  and (b)  evidentiary  rules
               contained in the Federal  Rules of Civil  Procedure  shall govern
               the submission of evidence at the arbitration hearings.  Judgment
               upon the award by the arbitrators  shall be final and binding and
               not   appealable   and  may  be  entered  in  any  court   having
               jurisdiction  thereof.  As part of such award the arbitrators may
               establish  their fee and expenses in  connection  therewith.  The
               fees and expenses of the arbitrators shall be apportioned between
               the parties by the  arbitrators  in accordance  with the findings
               and results of the arbitration.

                  11.08  Prohibition  on Use of "Izumi.."  CTC and Buyer,  their
Affiliates, and the Buyer Group agree they will not use the name "Izumi," or any
name derived  materially  therefrom,  in any manner.  The parties agree that the
damage  resulting to Seller as a result of violation of this provision  would be
difficult to determine,  and agree that Seller may rightfully seek injunction or
other equitable relief to enforce this subsection.

         IN  WITNESS  WHEREOF,  each of the  parties  hereto  have  caused  this
Agreement to be executed as of the date first above written.

                                    "Buyer"

                                    AMCAST INDUSTRIAL CORPORATION

                                    By: /s/ Denis Daly
                                       -----------------------------------------

                                    "Seller"




                                    IZUMI INDUSTRIES, LTD

                                    By: /s/ Hiroshi Ariji
                                       -----------------------------------------


<PAGE>



                                  Schedule 4.07

                           Seller's Required Consents


         1.       Consent or waiver by the Banks under the Credit Agreement.






<PAGE>


                                  Schedule 5.02

                         Litigation Against the Company



         None.





<PAGE>


                                  Schedule 5.04

                            Contracts of the Company



         None.




<PAGE>


                                  Schedule 5.05

                            Environmental Complaints



         None.




<PAGE>


                                  Schedule 5.07

                                 Company Permits



         None.





<PAGE>


                                  Schedule 6.02

                         Tax Jurisdiction of the Company



         1.       United States of America

         2.       State of Indiana

         3.       State of Delaware





<PAGE>


                                  Schedule 6.07

                       Certain Tax Matters of the Company



         None.





<PAGE>




                                  Schedule 6.1

                                   Tax Matters



         1.       The filing date for the  Company's  federal tax returns for
                  2000 have been  extended to September 1, 2001.





<PAGE>


                                  Schedule 7.04

                            Buyer's Required Consents


         1.     Consent of Buyer's lenders under certain LIFO Lending Agreement.







































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