CONSULTING AGREEMENT
                              --------------------

THIS  CONSULTING  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 Leo W. Ladehoff,
residing  at 27267  North  103rd Way,  Scottsdale,  Arizona  85255,  hereinafter
referred to as "Consultant".

                                   ARTICLE 1
                                   ---------
                                   RETENTION
                                   ---------

1.01 Amcast hereby agrees to retain Consultant from and after the Effective Date
of this Agreement based upon the terms and conditions stated herein, conditioned
upon Consultant being appointed and maintaining his status as a member,  and the
Chairman,  of Amcast's Board of Directors ("Board") consistent with its Articles
of Incorporation,  its Bylaws and applicable law.  Consultant hereby accepts and
agrees to such retention and appointment.

1.02  Consultant  shall  generally  have the  authority,  responsibilities,  and
perform such duties as are customarily held and performed by the Chairman of the
Board of Directors in businesses  such as that engaged in by Amcast,  consistent
with the terms of Amcast's Articles of Incorporation,  its Bylaws and applicable
law.

1.03  Consultant  understands  and agrees that he is retained as an  independent
contractor, and not an employee, of Amcast.

                                   ARTICLE 2
                                   ---------
                           BEST EFFORTS OF CONSULTANT
                           --------------------------

2.01 Consultant agrees that he will 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.  Consultant agrees
that he will not create a conflict of interest during the Term of this Agreement
which may prove  detrimental to the interests of Amcast,  and agrees to promptly
notify the Board in  writing of any  potential  or actual  conflict.  Consultant
agrees  that  he  will  spend  approximately  40 to 50% of his  working  time in
performance of his duties and  responsibilities  under this Agreement,  at least
during the first year of the Term.

                                   ARTICLE 3
                                   ---------
                               TERM OF AGREEMENT
                               -----------------

3.01 The Term of Consultant's  engagement with Amcast pursuant to this Agreement
shall be three (3) years from the Effective Date,  subject to the provisions set
forth in Article 5 of this Agreement.

<PAGE>


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

4.01 Consultant will be paid an annualized  retainer of Two Hundred Thousand and
no/100 Dollars  ($200,000.00).  Consultant's  retainer shall be payable in equal
monthly  installments.  The Board shall review Consultant's retainer annually at
the  conclusion of Amcast's  fiscal year.  Any actual  increase in  Consultant's
retainer shall be made within Amcast's sole judgment and discretion based on any
criteria Amcast  determines are appropriate.  Such retainer shall not be subject
to  decrease  unless  the Board  takes  action  to  effect a uniform  percentage
decrease in compensation for all members of the Board.

4.02  Consultant  shall also  receive a monthly car  allowance  in a  reasonable
amount to be determined by Amcast.  Subject to the eligibility  requirements and
other terms and  conditions of Amcast's group health plan,  Consultant  shall be
allowed to  participate  in such  insurance  coverage  and Amcast  shall pay the
premiums for such coverage.

4.03  Consultant  shall be eligible to receive such fringe  benefits as are, and
may be, made  available  to other  members of the Board from time to time in the
exclusive  discretion  of the Board.  Such  benefits  may  include,  but are not
limited to, director fees. 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 members of the Board.

4.04 Amcast shall reimburse Consultant, 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 Consultant in connection
with the performance by him of his duties hereunder.

4.05  Pursuant  to the  terms  and  conditions  contained  in the  Non-Qualified
Director  Stock Option  Agreement  to be  separately  entered into  concurrently
herewith by  Consultant  and Amcast under and pursuant to Amcast's 1999 Director
Stock Incentive Plan ("Plan"), Amcast shall grant to Consultant on June 1, 2001,
the option to purchase an aggregate 100,000 (One Hundred Thousand) shares of the
outstanding  common  stock of  Amcast  upon the  terms  set  forth in the  Plan;
provided, however, that if Amcast and/or its shareholders receive an offer for a
Change in Control  prior to June 1, 2001,  that is accepted by the Board and the
shareholders,  then Executive shall instead be granted the option to purchase an
aggregate 100,000 (One Hundred Thousand) shares of the outstanding  common stock
of  Amcast  upon the  terms  set  forth in the  Plan on the  last  business  day
immediately  preceding  the date the final  offer  for  Change  in  Control  was
received by Amcast and/or its shareholders. These options shall vest immediately
upon grant and shall be exercisable pursuant to the terms of the Plan.

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

<PAGE>


(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 "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.

4.07 Under no  circumstances  shall  Consultant  be deemed to have  earned or be
entitled to any fee, expenses,  commission, bonus, benefit or other compensation
for services hereunder, except as expressly provided in this Agreement.

<PAGE>






                                   ARTICLE 5
                                   ---------
                                  TERMINATION
                                  -----------

5.01 Consultant may terminate his Board  Chairmanship  and his engagement  under
this  Agreement by giving Amcast two (2) months  written notice of his intention
to resign.  If requested by Amcast,  Consultant  agrees to cooperate in training
his successor until his actual  termination.  In the event of such  resignation,
Consultant  shall be paid his  compensation  and benefits  under  Article 4 only
through the effective date of his resignation.

5.02 Amcast  may,  subject to  applicable  law,  terminate  this  Agreement  and
Consultant's  engagement by giving  Consultant  two (2) months written notice if
Consultant,  due to sickness  or injury,  is  prevented  from  carrying  out his
essential  functions  for a period of six (6) months or longer.  In the event of
such  termination,  Consultant shall be paid his compensation and benefits under
Article 4 only through the effective date of his termination.

5.03  Consultant's  engagement and this Agreement will be deemed terminated upon
the death of the Consultant. In the event of such termination,  Consultant shall
be paid his compensation and benefits under Article 4 only through the effective
date of his termination.

5.04 Amcast may terminate this Agreement and Consultant's retention by providing
Consultant with two (2) months written notice. In the event of such termination,
Consultant  shall be paid (a) his  compensation  and  benefits  under  Article 4
through the effective date of his termination  and (b) the continued  payment of
his  monthly  retainer  payment  for a period of six (6)  months  following  his
termination.  Consultant  agrees that the payment set forth in this Section 5.04
shall be in lieu of any other  compensation to which he might claim  entitlement
as a result of the  termination  of his  engagement  prior to  completion of the
Term.

5.05 If within  one (1) year after a Change in  Control  (as  defined in Section
4.06),  Consultant  is removed from his position as Chairman of the Board,  then
Amcast,  its successors or assigns shall pay Consultant (a) his compensation and
benefits under Article 4 through the effective date of his  termination  and (b)
the  continued  payment of his monthly  retainer  payment for a period of twelve
(12) months  following his termination.  Consultant  agrees that the payment set
forth in this Section 5.05 shall be in lieu of any other  compensation  to which
he might claim  entitlement  as a result of the  termination  of his  engagement
prior to completion of the Term.

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

(a)  Consultant  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,
engages in any public  conduct that has or can  reasonably be expected to have a
material detrimental effect on Amcast, breach of the terms of this Agreement, or
any other

<PAGE>


comparable  conduct  that gives rise to his lawful  removal as  Chairman  of the
Board.

In the event of such  termination,  and not withstanding any contrary  provision
otherwise  stated,  Consultant shall be paid his compensation and benefits under
Article 4 only through the effective date of his termination.

5.07 Upon  termination  of  Consultant's  retention  hereunder  for any  reason,
Consultant shall be deemed to have resigned from his position as Chairman of the
Board.

                                   ARTICLE 6
                                   ---------
                                 NONDISCLOSURE
                                 -------------

6.01  Except as  permitted  or  directed  by Amcast or as may be required in the
proper  discharge of Consultant's  engagement  hereunder,  Consultant 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  Consultant has prepared,
acquired or become  acquainted with during his engagement by Amcast.  Consultant
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. Consultant 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 Consultant's
engagement for any reason,  Consultant  shall promptly return to Amcast all such
confidential,  trade secret and  proprietary  information,  including all copies
thereof, then in Consultant's possession, control or influence, whether prepared
by Consultant or others.

6.02  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  Consultant  or a breach of a  confidentiality
obligation owed to Amcast by any third party.

6.03 In the  event  of a  breach  or  threatened  breach  by  Consultant  of the
provisions  of this  Article  6,  Amcast  shall  be  entitled  to an  injunction
restraining  Consultant 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 Consultant
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 Consultant. Consultant
agrees  that if
<PAGE>


Amcast is the prevailing party, Amcast shall be entitled to recover its costs of
litigation, expenses and attorney fees incurred in enforcing this Agreement.

6.04 The Consultant  understands and agrees that any violation of this Article 6
while employed by Amcast may result in immediate  disciplinary action by Amcast,
including termination of his engagement pursuant to Section 5.05 hereof.

6.05  The  provisions  of this  Article  6  shall  survive  termination  of this
Agreement indefinitely.

                                   ARTICLE 7
                                   ---------
                                 MISCELLANEOUS
                                 -------------

7.01 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.

7.02 Successors. This Agreement is personal to Consultant and Consultant 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.

7.03  Waiver.  The  waiver  by Amcast of the  breach  or  nonperformance  of any
provision of this Agreement by Consultant  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 person.

7.04 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.

7.05  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  Consultant
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.

7.06 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:

<PAGE>



If to Consultant:                   Leo W. Ladehoff
                                    27267 North 103rd Way
                                    Scottsdale, AZ  85255

or such other  address as  Consultant  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 Chief Executive Officer

or such other  address as Amcast  elects by giving such to  Consultant  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.

                                     AMCAST INDUSTRIAL CORPORATION



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

                            Its Vice President, Secretary and General Counsel
                                ---------------------------------------------
                           /s/ Leo W. Ladehoff
                        -----------------------------------------------------
                            Leo W. Ladehoff