EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered  into
effective February 15, 2001, ("Effective Date") by and between Amcast Industrial
Corporation,  a corporation  duly  organized and existing  under the laws of the
State of Ohio,  with a place  of  business  at 7887  Washington  Village  Drive,
Dayton, Ohio 45459, hereinafter referred to as "Amcast", and Byron Pond, with an
address of 221 North LaSalle Street, Suite 1100, Chicago, IL 60601,  hereinafter
referred to as "Executive".

                                   ARTICLE 1
                                   ---------
                                   EMPLOYMENT
                                   ----------

1.01  Amcast  hereby  agrees  to employ  Executive  as its  President  and Chief
Executive  Officer and Executive  hereby  accepts and agrees to such  employment
from and after the  Effective  Date of this  Agreement  based upon the terms and
conditions stated herein.

1.02 Executive shall generally have the authority, responsibilities, and perform
such duties as are  customarily  held and  performed by the  President and Chief
Executive  Officer in businesses  such as that engaged in by Amcast,  including,
among other things,  developing  and  implementing  the company's  strategic and
operational   plans,   recruiting  and  developing  strong  senior   management,
allocating  resources  to  achieve  the  strategic  and  financial   objectives,
establishing effective financial controls and management,  managing external and
internal  communications and relationships,  and ensuring a strong  relationship
with the Amcast Board of Directors  ("Board").  Executive shall also render such
additional services and duties as may be reasonably  requested of Executive from
time to time by the Board.

1.03 Executive shall report to the Board, or any committee  thereof as the Board
shall direct, and shall generally be subject to direction,  orders and advice of
the Board.

1.04  Executive  represents  and  warrants  that  prior to  entering  into  this
Agreement he has not been an employee, director, officer or substantial security
holder of Amcast.

                                   ARTICLE 2
                                   ---------
                           BEST EFFORTS OF EXECUTIVE
                           -------------------------

2.01 Executive agrees that he will devote his full time and attention to, and at
all times faithfully, industriously, and to the best of his ability, experience,
and  talents,  perform,  all of the duties  that may be required of and from him
pursuant to the express and implicit terms of this Agreement,  to the reasonable
satisfaction of Amcast.


<PAGE>





                                   ARTICLE 3
                                   ---------
                        TERM OF EMPLOYMENT AND AGREEMENT
                        --------------------------------

3.01 The Term of Executive's  employment  with Amcast pursuant to this Agreement
shall be three (3) years from the Effective Date,  subject to the provisions set
forth in Articles 6, 7 and 8 of this Agreement.

                                   ARTICLE 4
                                   ---------
                           COMPENSATION AND BENEFITS
                           -------------------------

4.01  Executive  will be paid an annualized  base salary of Four Hundred  Thirty
Thousand  and no/100  Dollars  ($430,000.00).  Executive's  base salary shall be
payable in equal installments pursuant to Amcast's normal payroll procedures and
dates. The Board shall review Executive's base salary  compensation  annually at
the conclusion of Amcast's fiscal year. Any actual increase in Executive's  base
salary shall be made within  Amcast's sole judgment and discretion  based on any
criteria Amcast determines are appropriate.  Such base compensation shall not be
subject to decrease unless the Board takes action to effect a uniform percentage
decrease in compensation for all senior executives of Amcast.

4.02 Executive shall be eligible to receive such fringe benefits as are, and may
be, made  available to other senior  executive  employees of Amcast from time to
time in the exclusive  discretion of the Board.  Such benefits may include,  but
are not limited to, a medical and dental plan,  short term disability plan, long
term disability plan, life insurance plan, 401k plan, and car allowance.  Amcast
may,  without  any prior  notice,  discontinue  or modify  any  benefit  already
provided or as may be provided in the future, within the exclusive discretion of
the Board, only if such benefits are uniformly  discontinued or modified for all
senior executives of Amcast.

4.03 Executive shall be eligible to receive annual discretionary incentive bonus
compensation  in an amount  targeted to be 65% of  Executive's  annualized  base
salary,  based upon  achievement  of personal and overall  company  goals as are
determined  and approved by the Board.  Any bonus  payments shall be made within
ninety (90) days  following  the  completion  of each fiscal  year.  Any dispute
between  Executive and Amcast as to the amount of, or entitlement  to, any bonus
shall be promptly addressed by the Board's Compensation Committee.

4.04 Amcast shall reimburse Executive,  in accordance with Amcast's policies and
procedures  in  effect  from time to time,  for all  reasonable  and  deductible
out-of-pocket  business  expenses  which are incurred by Executive in connection
with the performance by him of his duties hereunder.

4.05  Pursuant  to the  terms  and  conditions  contained  in the  Stock  Option
Agreement  separately entered into and executed by Executive and Amcast,  Amcast
shall  grant to  Executive  the option to  purchase an  aggregate  250,000  (Two
Hundred Fifty Thousand)  shares of the  outstanding  common stock of Amcast at a
price per share  (herein  the  "Option  Price")  equal to the  closing  price of
Amcast's  common  stock as  reported  on the New York Stock  Exchange  Composite
Transactions  Tape on June 1, 2001, which option shall, if Executive is employed
on

<PAGE>


such vesting dates,  vest as follows:  85,000 shares on June 1, 2001;  82,500
shares on January 1, 2002; and 82,500 on January 1, 2003; and provided, however,
that if Amcast and/or its shareholders  receive an offer that is accepted by the
Board and the shareholders (a "Change in Control Offer") for a Change in Control
(as defined in Section 8.02) prior to June 1, 2001,  then the Option Price shall
be at a price  per  share  equal to  eighty-five  percent  (85%) of the  average
closing  price of  Amcast's  common  stock  as  reported  on the New York  Stock
Exchange Composite Transactions Tape for the last twenty (20) trading days prior
to the date on which the final Change in Control  Offer upon which the Change in
Control was based was made. The option granted shall be exercisable for a period
of three  years  from the date of final  vesting  of the  grant.  To the  extent
necessary to effectuate the terms of this Section 4.05,  Amcast will take proper
steps to have the shares of common stock  subject to the option  listed with the
New York  Stock  Exchange  and  registered  with  the  Securities  and  Exchange
Commission.

                                   ARTICLE 5
                                   ---------
                               LEAVES OF ABSENCE
                               -----------------

5.01  Executive  shall be  eligible  for sick  leave,  holiday pay and all other
leaves  of  absence  in  accordance  with  Amcast's  stated  standard  personnel
policies.

                                   ARTICLE 6
                                   ---------
                                  TERMINATION
                                  -----------

6.01  Executive may resign his position and  terminate his  employment by giving
Amcast one (1) month written notice of his intention to resign.  If requested by
Amcast, Executive agrees to cooperate in training his successor until his actual
termination. In the event of such resignation,  Executive shall be paid only his
base salary earned  through the effective date of his  resignation  and he shall
not be  entitled  to  receive  any  pro-rated  or other  portion  of any  bonus,
severance,  or other  compensation  otherwise  payable  under  the terms of this
Agreement after Executive's last day of employment.

6.02 Amcast  may,  subject to  applicable  law,  terminate  this  Agreement  and
Executive's  employment  by giving  Executive one (1) months  written  notice if
Executive,  due to  sickness  or injury,  is  prevented  from  carrying  out his
essential job  functions for a period of six (6) months or longer.  In the event
of such termination, Executive shall receive only his base salary earned through
the date of  termination;  provided,  however,  that Executive may, as the Board
shall in its discretion  determine,  receive a pro-rated or other portion of any
bonus to which  Executive was otherwise  eligible  pursuant to any bonus plan or
other arrangement established prior to termination, to the extent such bonus was
earned based upon the requirements or criteria of such plan or arrangement.

6.03  Executive's  employment and this Agreement will be deemed  terminated upon
the death of the Executive.  In the event of such  termination,  Executive shall
receive only his base salary earned through the date of  termination;  provided,
however,  that Executive  may, as the Board shall in its  discretion  determine,
receive  a  pro-rated  or other  portion  of any  bonus to which  Executive  was
otherwise  eligible pursuant to any bonus plan or other arrangement  established

<PAGE>


prior to  termination,  to the  extent  such  bonus was  earned  based  upon the
requirements or criteria of such plan or arrangement.

6.04 Any other provision of this Agreement notwithstanding, Amcast may terminate
Executive's  employment without notice if the termination is based on any of the
following events that constitute Cause:

(a) Executive embezzles funds or otherwise misappropriates the assets of Amcast,
commits any act of moral turpitude,  is convicted in a court of law of or pleads
guilty or no contest to a felony or any criminal activity involving  dishonesty,
fraud,  breach of trust or involving money or property of Amcast,  or engages in
any public  conduct  that has or can  reasonably  be expected to have a material
detrimental effect on Amcast; or

(b)  Executive  breaches  any of the  provisions  of this  Agreement or fails to
perform  Executive's  duties  and  responsibilities  consistent  with the lawful
directions of Amcast, provided, however, that with respect to any curable breach
hereof or failure to perform  Amcast  shall first have given  Executive  written
notice of his breach of the terms of this  Agreement  or failure to perform  and
Executive shall have failed to remedy such violation  within 30 calendar days of
the receipt of such notice.

In the event of such  termination,  and not withstanding any contrary  provision
otherwise  stated,  Executive shall receive only  Executive's base salary earned
through the date of termination.

6.05 Upon termination of employment hereunder for any reason, Executive shall be
deemed to have  resigned from all officer  positions  and director  positions he
then holds with Amcast or with any affiliated entity.

6.06 Upon termination of employment  hereunder for any reason,  Executive agrees
that he shall not disparage or defame Amcast, its directors, officers, employees
or products.  The  provisions of this Section 6.06 shall survive  termination of
this Agreement indefinitely.

6.07 Upon termination of employment  hereunder for any reason,  Executive agrees
that he shall reasonably assist Amcast with any litigation brought by or against
Amcast  involving   matters  occurring  during  the  period  of  his  employment
hereunder.

                                   ARTICLE 7
                                   ---------
                                   SEVERANCE
                                   ---------

7.01  If  prior  to  completion  of  the  Term,  either  (a)  Amcast  terminates
Executive's  employment for any reason other than those listed in Sections 6.02,
6.03,  and 6.04 above,  or (b)  Executive  terminates  his  employment  due to a
Constructive Discharge, Amcast shall:

(a) pay  Executive  (i) his base salary  earned  through the  effective  date of
termination  and  (ii) a  pro-rated  or  other  portion  of any  bonus  to which
Executive was otherwise eligible pursuant to any bonus plan or other arrangement
established prior to termination, to the extent such bonus was earned based upon
the requirements or criteria of such plan or arrangement;

<PAGE>


(b) pay  Executive  as  severance  pay,  each month for twelve (12)  consecutive
months following  Executive's  termination,  Executive's  monthly base salary in
effect at the time of separation, less customary withholdings, beginning one (1)
month after termination; and

(c) if Executive timely elects to continue  Executive's  group health and dental
insurance coverage pursuant to applicable  COBRA/continuation  law and the terms
of the respective benefit plans,  continue to pay on Executive's behalf Amcast's
customary  share of premiums for such  coverage for the lesser of eighteen  (18)
months or such time as Executive's COBRA/continuation rights expire.

7.02     A "Constructive Discharge" will be deemed to have occurred if:

(a) Amcast  substantially  modifies  Executive's  position or principal  duties,
responsibilities, reporting relationship, or status without his written consent;

(b) Amcast relocates  Executive to a location that is more than fifty (50) miles
from Amcast's  current  headquarters in Ohio,  unless approved in writing by the
Executive;

(c) Amcast reduces Executive's base salary contrary to the provisions of section
4.01  hereof  or fails to pay  Executive  any  material  compensation  or fringe
benefits to which the Executive is entitled  within thirty (30) business days of
the due date;

(d) Amcast  breaches any of its material  obligations  under this  Agreement and
does not correct any such breach  within  thirty (30) days of receiving  written
notice thereof from Executive; or

(e) Amcast fails to maintain director and officer liability  insurance  coverage
applicable to Executive.

7.03 Executive  agrees that the payment of severance  under this Article 7 shall
be in lieu of any other  compensation  to which he might claim  entitlement as a
result of the termination of his employment prior to completion of the Term.

                                   ARTICLE 8
                                   ---------
                               CHANGE IN CONTROL
                               -----------------

8.01 If within one (1) year after a Change in Control,  either (i)  Amcast,  its
successors or assigns,  terminates  Executive's  employment for any reason other
than those  listed in  Sections  6.02,  6.03,  and 6.04  above,  (ii)  Executive
terminates his employment due to a Constructive Discharge, or (iii) Amcast fails
to obtain  assumption  of this  Agreement  by its  successors  or assigns,  then
Amcast,  its  successors or assigns,  shall,  in lieu of any severance pay under
Article 7 of this Agreement:

(a) pay  Executive  (i) his base salary  earned  through the  effective  date of
termination  and  (ii) a  pro-rated  or  other  portion  of any  bonus  to which
Executive was otherwise eligible pursuant to any bonus plan or other arrangement
established prior to termination, to the

<PAGE>


extent  such bonus was earned  based upon the  requirements  or criteria of such
plan or  arrangement;

(b) pay Executive as severance pay, each month for thirty-six  (36)  consecutive
months following his termination,  (i) Executive's monthly base salary in effect
at the time of  separation,  and (ii)  one-twelfth  of the greater of either (x)
Executive's  average annual bonus pursuant to Section 4.03 of this Agreement for
the previous three years or (y) 32 1/2% of Executive's  then current  annualized
base salary,  each less  customary  withholdings,  beginning one (1) month after
termination;  provided,  however,  that in the event of Executive's  termination
within one year of a Change in Control offered and completed by Sligo Company on
or before  December 31, 2001,  Executive shall instead receive as severance pay,
each month for twenty-four  (24)  consecutive  months following his termination,
only Executive's  monthly base salary in effect at the time of separation,  less
customary withholdings;

(c) if Executive timely elects to continue  Executive's  group health and dental
insurance coverage pursuant to applicable  COBRA/continuation  law and the terms
of the respective benefit plans,  continue to pay on Executive's behalf Amcast's
customary  share of premiums for such  coverage for the lesser of eighteen  (18)
months or such time as Executive's COBRA/continuation rights expire; and

(d) cause all unvested stock options held by Executive to immediately vest.

8.02 For the purposes of this Agreement,  "Change in Control" shall mean any one
of the following:

(a) a "Change in  Control"  of Amcast of a nature  that would be  required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A  promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b) (i) the sale, lease, transfer,  conveyance or other disposition (pursuant to
a sale of assets, a merger or consolidation or similar transaction), in one or a
series of related  transactions,  of all or  substantially  all of the assets of
Amcast  taken as a whole to any  "person"  (as defined  below) or (ii) a merger,
consolidation  or  similar  transaction  to  which  Amcast  is a  party,  if the
individuals  and  entities  who were  stockholders  of  Amcast,  as  applicable,
immediately prior to the effective date of such merger, consolidation or similar
transaction  have beneficial  ownership (as defined in Rule 13d-3 and Rule 13d-5
under the  Exchange  Act) of less than 50% of the  combined  voting power of the
surviving corporation following the effective date of such merger, consolidation
or similar transaction;

(c) any  "person"  (as such  term is used in  Sections  13(d)  and  14(d) of the
Exchange  Act) that,  as of the date hereof,  does not own 30% or more of Amcast
and  becomes  the  "beneficial  owner" (as  defined in Rule 13d-3 and Rule 13d-5
under the  Exchange  Act),  directly  or  indirectly,  of  securities  of Amcast
representing  30% or more of the combined  voting power of the then  outstanding
securities of the applicable entity;

(d) any  "person"  (as such is used in Section  13(d) and 14(d) of the  Exchange
Act) becomes,  through or pursuant to a "tender  offer," as that term is used in
the Exchange Act and  Regulations  promulgated  by the  Securities  and Exchange
Commission thereunder, the

<PAGE>


"beneficial  owner" (as defined in Rule 13d-3 and Rule 13d-5 under the  Exchange
Act),  directly or indirectly,  of securities of Amcast representing 30% or more
of  the  combined  voting  power  of  the  then  outstanding  securities  of the
applicable entity;

(e) a majority of the Board of Directors is not made up of  individuals  who (i)
are members of the Board of Directors as of the effective date of this Agreement
or (ii) who were  subsequently  elected to fill a vacancy in the Board,  or were
subsequently nominated for election by Amcast's shareholders, by the affirmative
vote of at least  two-thirds  of the  directors  then  still in office  who were
directors as of the effective date of this Agreement; or

(f)  the  adoption  by  Amcast  of a  plan  providing  for  its  liquidation  or
dissolution.

8.03 For  purposes  of this  Article 8,  "successors  or  assigns"  shall mean a
corporation  or other entity or person  acquiring all or  substantially  all the
stock,  assets,  and/or business of Amcast (including this Agreement) whether by
agreement, operation of law, or otherwise.

8.04 Executive agrees that the payment of Change in Control  severance  benefits
under  this  Article  8 shall be in lieu of any other  compensation  to which he
might claim  entitlement as a result of the termination of his employment  prior
to completion of the Term.

8.05 All compensation and benefits paid to Executive under this Article 8 due to
and  contingent  upon the  occurrence of a Change in Control shall be treated as
"parachute  payments"  within the  meaning of  Internal  Revenue  Code  ("Code")
Section  280G(b)(2),  unless, in the opinion of tax counsel selected by Amcast's
independent  auditors,  such  payments or benefits  (in whole or in part) do not
constitute   parachute   payments,   including   by  reason   of  Code   section
280G(b)(4)(A).  All  "excess  parachute  payments"  within  the  meaning of Code
Section  280G(b)(1)  shall be treated as subject to the related excise tax under
the provisions of Code Section 4999, unless, in the opinion of tax counsel, such
excess   parachute   payments  (in  whole  or  in  part)  represent   reasonable
compensation for services  actually  rendered within the meaning of Code Section
280G(b)(4)(B)  or are  otherwise not subject to the excise tax. In the event the
compensation  and benefits paid to Executive under this Article 8 are determined
to constitute excess parachute  payments and subject to the excise tax, then the
provisions of Section 8.06 of this Agreement shall become applicable.

8.06 If it is  ultimately  determined  that any portion of the Change in Control
compensation  and benefits  under this Article 8 is  considered to be an "excess
parachute  payment,"  subject to excise tax under Code Section  4999,  Executive
shall be entitled to receive payments  sufficient to place Executive in the same
net after-tax position, computed by using the "Special Tax Rate" as such term is
defined  below,  that  Executive  would have been in had such  payment  not been
subject to such excise tax, and had Executive not incurred any interest  charges
or penalties  with respect to the imposition of such excise tax. For purposes of
this Agreement,  the "Special Tax Rate" shall be the highest  effective  federal
and state  marginal tax rates  applicable  to Executive in the year in which the
payment contemplated under this Section 8.06 is made.


<PAGE>


                                   ARTICLE 9
                                   ---------
                                 NONDISCLOSURE
                                 -------------

9.01  Except as  permitted  or  directed  by Amcast or as may be required in the
proper  discharge of  Executive's  employment  hereunder,  Executive  shall not,
during the Term or at any time thereafter,  divulge,  furnish or make accessible
to  anyone  or use in any way any  confidential,  trade  secret  or  proprietary
information of Amcast,  including without limitation,  whether or not reduced to
writing,  customer lists, customer files or information,  planning and financial
information,  contracts,  sales and marketing information,  business strategy or
opportunities  for new or  developing  business,  which  Executive has prepared,
acquired or become  acquainted  with during his employment by Amcast.  Executive
acknowledges that the  above-described  knowledge or information is the property
of  Amcast  that  constitutes  a unique  and  valuable  asset and  represents  a
substantial  investment by Amcast,  and that any disclosure or other use of such
knowledge or  information,  other than for the sole benefit of Amcast,  would be
wrongful and would cause irreparable harm to Amcast.  Executive agrees to at all
times maintain the confidentiality of such knowledge or information,  to refrain
from any acts or omissions  that would  reduce its value to Amcast,  and to take
and comply  with  reasonable  security  measures to prevent  any  accidental  or
intentional  disclosure or  misappropriation.  Upon  termination  of Executive's
employment for any reason,  Executive  shall promptly  return to Amcast all such
confidential,  trade secret and  proprietary  information,  including all copies
thereof, then in Executive's possession,  control or influence, whether prepared
by Executive or others.

9.02  The  foregoing  obligations  of  confidentiality  shall  not  apply to any
knowledge or information  the entirety of which is now published or subsequently
becomes generally  publicly known,  other than as a direct or indirect result of
the  breach of this  Agreement  by  Executive  or a breach of a  confidentiality
obligation owed to Amcast by any third party.

9.03  In the  event  of a  breach  or  threatened  breach  by  Executive  of the
provisions  of this  Article  9,  Amcast  shall  be  entitled  to an  injunction
restraining  Executive  from directly or indirectly  disclosing,  disseminating,
lecturing  upon,  publishing  or  using  such  confidential,   trade  secret  or
proprietary  information (whether in whole or in part) and restraining Executive
from rendering any services or participating with any person, firm, corporation,
association or other entity to whom such  knowledge or  information  (whether in
whole or in part) has been  disclosed,  without  the  posting of a bond or other
security.  Nothing herein shall be construed as prohibiting Amcast from pursuing
any  other  equitable  or legal  remedies  available  to it for such  breach  or
threatened breach,  including the recovery of damages from Executive.  Executive
and Amcast agree that in event of a disputed  proceeding  regarding  Executive's
compliance with the provisions of this Article 9, the prevailing  party shall be
entitled to recover his or its costs of litigation and reasonable  attorney fees
incurred as a result.

9.04 The Executive  understands  and agrees that any violation of this Article 9
while employed by Amcast may result in immediate  disciplinary action by Amcast,
including termination of employment pursuant to Section 6.04 hereof.

9.05  The  provisions  of this  Article  9  shall  survive  termination  of this
Agreement indefinitely.

<PAGE>


                                   ARTICLE 10
                                   ----------
                       NONCOMPETITION AND NON-RECRUITMENT
                       ----------------------------------

10.01 Amcast and Executive recognize and agree that: (i) Executive has received,
and will in the future receive,  substantial  amounts of highly confidential and
proprietary   information   concerning  Amcast,  its  business,   customers  and
employees;  (ii) as a consequence of using or associating  himself with Amcast's
name, goodwill, and reputation, Executive will develop personal and professional
relationships  or a reputation with Amcast's  current and prospective  customers
and  clients;  and  (iii)  provision  for  non-competition  and  non-recruitment
obligations by Executive is critical to Amcast's continued  economic  well-being
and protection of Amcast's confidential and proprietary business information. In
light  of these  considerations,  this  Article  10 sets  forth  the  terms  and
conditions of Executive's  obligations of  non-competition  and  non-recruitment
during the Term of and subsequent to the  termination  of this Agreement  and/or
Executive's employment for any reason.

10.02 Unless the  obligation is waived or limited by Amcast as set forth herein,
Executive agrees that during the term of Executive's employment pursuant to this
Agreement and for a period of twenty-four (24) months  following  termination of
Executive's employment for any reason, Executive will not directly or indirectly
(a) solicit or do competitive  business with any person or entity that is or was
a customer or vendor of Amcast within the  twenty-four  (24) months prior to the
date of  termination,  or (b) engage within the North American  markets in which
Amcast engages in business at the time of termination, in any similar or related
business  activity  in  competition  with  Amcast's  direct  line of business as
conducted at the time of Executive's  termination.  Among all other  competitive
actions that are likewise  restricted,  Executive  shall not cause or attempt to
cause any  existing or  prospective  customer,  client or account who then has a
relationship  with  Amcast  for  current  or  prospective  business  to  divert,
terminate,  limit or in any  adverse  manner  modify,  or fail to enter into any
actual or potential business with Amcast.

10.03 At its sole option,  Amcast may, by express  written  notice to Executive,
waive or limit the time and/or  geographic area in which Executive cannot engage
in competitive activity or the scope of such competitive activity.

10.04  For  a  period  of  twenty-four  (24)  months  following  termination  of
Executive's  employment for any reason,  Executive will not initiate or actively
participate  in any other  employer's  recruitment  or hiring of any of Amcast's
employees.

10.05  Executive  agrees that breach by him of the provisions of this Article 10
will  cause  Amcast  irreparable  harm that is not fully  remedied  by  monetary
damages.  In the event of a breach or  threatened  breach  by  Executive  of the
provisions  of this  Article  10,  Amcast  shall be  entitled  to an  injunction
restraining  Executive  from directly or  indirectly  competing or recruiting as
prohibited  herein,  without  posting a bond or other  security.  Nothing herein
shall be construed as  prohibiting  Amcast from pursuing any other  equitable or
legal remedies available to it for such breach or threatened  breach,  including
the recovery of damages from  Executive  and  suspension or  termination  of the
severance  payments being made to the Executive under Articles 7 or 8. Executive
and Amcast agree that in event of a disputed  proceeding  regarding  Executive's

<PAGE>


compliance with the provisions of this Article 10, the prevailing party shall be
entitled to recover his or its costs of litigation and reasonable  attorney fees
incurred as a result. To the extent that the Executive is in violation of any of
the  provisions  contained  in this Article 10, the  applicable  period shall be
tolled during such period of  non-compliance,  the intent of which is to provide
Amcast with the full period of compliance as stated herein.

10.06 The Executive understands and agrees that any violation of this Article 10
while employed by Amcast may result in immediate  disciplinary action by Amcast,
including termination of employment pursuant to Section 6.04 hereof.

10.07 The obligations contained in this Article 10 shall survive the termination
of this Agreement indefinitely.

                                   ARTICLE 11
                                   ----------
                             INTELLECTUAL PROPERTY
                             ---------------------

11.01 Executive will promptly disclose in writing to Amcast complete information
concerning each and every invention,  discovery,  improvement,  device,  design,
apparatus,   practice,   process,  method  or  product,  whether  patentable  or
copyrightable or not, made, developed,  perfected,  devised,  conceived or first
reduced to practice by Executive, either solely or in collaboration with others,
during the period of  Executive's  employment  hereunder,  whether or not during
regular  working hours,  relating either directly or indirectly to the business,
products,  practices or  techniques of Amcast or its  subsidiaries  (hereinafter
referred to as "Developments").  Executive,  to the extent that he has the legal
right to do so, hereby  acknowledges  that any and all of such  Developments are
the property of Amcast and hereby assigns and agrees to assign to Amcast any and
all of  Executive's  right,  title  and  interest  in and to any and all of such
Developments.

11.02 The provisions of Section 11.01 shall not apply to any Development meeting
the  following  conditions:  (a) such  Development  was  developed  entirely  on
Executive's  own time; and (b) such  Development was made without the use of any
Amcast equipment, supplies, facility or trade secret information; and either (c)
such  Development  does not result  from any work  performed  by  Executive  for
Amcast,  or (d) such Development does not relate (i) directly to the business of
Amcast  or (ii) to  Amcast's  actual or  demonstrably  anticipated  research  or
development.

11.03 Upon  request  and  whether  during the  period of  Executive's  retention
hereunder or thereafter,  Executive will do all lawful acts, including,  but not
limited  to,  the  execution  of  papers  and  lawful  oaths  and the  giving of
testimony,  that in the opinion of Amcast,  its successors  and assigns,  may be
necessary  or desirable  in  obtaining,  sustaining,  reissuing,  extending  and
enforcing United States and foreign letters patent,  including,  but not limited
to, design patents,  or other applicable  registrations,  on any and all of such
Developments,  and for  perfecting,  affirming and recording  Amcast's  complete
ownership and title thereto,  and to cooperate  otherwise in all proceedings and
matters  relating  thereto.  Executive will not be entitled to compensation  for
acts  performed  under this  Section  11.03  (other than  reimbursement  for all
reasonable expenses) if the Employee is employed by Amcast at the time such acts
are performed.  If Executive is not

<PAGE>


employed by Amcast at the time such acts are performed,  and if the  performance
by  Executive  of such acts causes  Executive  to lose  compensation  from other
sources, Amcast will pay Executive reasonable compensation for such acts.

11.04 Executive will keep reasonably complete accounts,  notes, data and records
of all  Developments in the manner and form requested by Amcast.  Such accounts,
notes, data and records shall be the property of Amcast,  and, upon its request,
Executive will promptly  surrender same to it or, if not previously  surrendered
upon its request or otherwise,  Executive  will  surrender the same, and all but
one copy thereof, to Amcast upon the conclusion of his employment.

11.05  Executive  agrees that breach by him of the provisions of this Article 11
will  cause  Amcast  irreparable  harm that is not fully  remedied  by  monetary
damages.  In the event of a breach or  threatened  breach  by  Executive  of the
provisions  of this  Article  11,  Amcast  shall be  entitled  to an  injunction
restraining  Executive from breach of this Article 11, without posting a bond or
other  security.  Nothing herein shall be construed as  prohibiting  Amcast from
pursuing any other  equitable or legal remedies  available to it for such breach
or  threatened  breach,  including  the  recovery  of  damages  from  Executive.
Executive  and Amcast  agree that in event of a  disputed  proceeding  regarding
Executive's  compliance  with the  provisions of this Article 11, the prevailing
party shall be entitled to recover his or its costs of litigation and reasonable
attorney fees incurred as a result.

11.06 The Executive understands and agrees that any violation of this Article 11
while employed by Amcast may result in immediate  disciplinary action by Amcast,
including termination of employment pursuant to Section 6.04 hereof.

11.07 The obligations contained in this Article 11 shall survive the termination
of this Agreement indefinitely.

                                   ARTICLE 12
                                   ----------
                                 MISCELLANEOUS
                                 -------------

12.01 Governing Law. This Agreement shall be governed and construed according to
the laws of the State of Ohio without regard to conflicts of law provisions.

12.02 Successors.  This Agreement is personal to Executive and Executive may not
assign  or  transfer  any  part  of  his  rights  or  duties  hereunder,  or any
compensation due to him hereunder, to any other person or entity. This Agreement
may be assigned by Amcast and Amcast may  require any  successors  or assigns as
defined  in Section  8.03 to  expressly  assume  and agree to  perform  Amcast's
obligations under this Agreement.

12.03  Waiver.  The  waiver  by Amcast of the  breach or  nonperformance  of any
provision of this  Agreement by Executive  will not operate or be construed as a
waiver of any future breach or  nonperformance  under any such provision of this
Agreement or any similar agreement with any other employee.

<PAGE>


12.04  Modification.  This  Agreement  supersedes and replaces any and all prior
oral or written  understandings,  if any,  between the  parties  relating to the
subject matter of this Agreement,  which are hereby  revoked.  The parties agree
that this Agreement (a) is the entire  understanding  and agreement  between the
parties  and (b) is the  complete  and  exclusive  statement  of the  terms  and
conditions thereof,  and there are no other written or oral agreements in regard
to the subject matter of this Agreement.  This Agreement shall not be changed or
modified except by a written document signed by the parties hereto.

12.05 Severability and Blue Penciling.  To the extent that any provision of this
Agreement  shall be determined to be invalid or  unenforceable  as written,  the
validity  and  enforceability  of the  remainder of such  provision  and of this
Agreement  shall be unaffected.  If any  particular  provision of this Agreement
shall be  adjudicated  to be invalid  or  unenforceable,  Amcast  and  Executive
specifically  authorize  the  tribunal  making  such  determination  to edit the
invalid or unenforceable  provision to allow this Agreement,  and the provisions
thereof,  to be valid and  enforceable  to the fullest  extent allowed by law or
public policy.

12.06 Notice.  Any notice required or permitted to be given under this Agreement
shall be deemed to have been  delivered on the date following the day the notice
is  deposited  in the United  States  mail,  certified  or  registered,  postage
prepaid, return receipt requested, and addressed as follows:

If to Executive:                   Byron Pond
                                   221 North LaSalle Street
                                   Suite 1100
                                   Chicago, IL  60601

or such other address as Executive elects by giving such to AMCAST with not less
than 30 days advance written notice.


If to Amcast                       Amcast Industrial Corporation
                                   7887 Washington Village Drive
                                   Dayton, OH  45459
                                   Attn:  Its Chairman of the Board of Directors

or such other address as Amcast elects by giving such to Executive with not less
than 30 days advance written notice.

IN WITNESS WHEREOF the following  parties have executed the above instrument the
day and year first above written.

<PAGE>


                                   AMCAST INDUSTRIAL CORPORATION


                         By:/s/ Denis G. Daly
                            -------------------------------------------------

                            Its Vice President, Secretary and General Counsel
                                ---------------------------------------------
                           /s/ Byron O. Pond
                        -----------------------------------------------------
                            Byron Pond