Exhibit 4.17.1

                                 EXECUTION COPY
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                          AMCAST INDUSTRIAL CORPORATION




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                                SECOND AMENDMENT
                            Dated as of June 5, 2001


                                       to


                                 NOTE AGREEMENTS
                          Dated as of November 1, 1995

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                       Re: $50,000,000 7.09% Senior Notes
                              Due November 7, 2005
              (from and after the effectiveness hereof, such Notes
                   shall be referred to as 10.09% Senior Notes
                              Due November 7, 2003)









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<PAGE>



                       SECOND AMENDMENT TO NOTE AGREEMENTS

         THIS  SECOND   AMENDMENT  dated  as  of  June  5,  2001  (this  "Second
Amendment")  to the Note  Agreements  each dated as of November 1, 1995 is among
AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation (the "Company"),  PRINCIPAL
LIFE  INSURANCE  COMPANY  and THE  NORTHWESTERN  MUTUAL LIFE  INSURANCE  COMPANY
(collectively, the "Noteholders").

                                R E C I T A L S:

         A. The Company and each of the  Noteholders  have entered into separate
and several Note Agreements each dated as of November 1, 1995 (collectively,  as
amended by the First Amendment  thereto dated as of December 31, 1997, the "Note
Agreements"). The Company issued the $50,000,000 7.09% Senior Notes Due November
7, 2005 (the "Notes") pursuant to the Note Agreements.

         B. The Company and each of the  Noteholders  now desires to amend the
Note  Agreements and the Notes in the respects, but only in the respects,
hereinafter set forth.

         C. Capitalized  terms used herein shall have the respective, meanings
assigned  thereto in the Note Agreements unless herein defined or the context
shall otherwise require.

         D. All  requirements of law have been fully complied with and all other
acts and things  necessary  to make this  Second  Amendment  a valid,  legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.

         NOW,  THEREFORE,  upon  the  full  and  complete  satisfaction  of  the
conditions  precedent to the effectiveness of this Second Amendment set forth in
Section 3.1 hereof, and in consideration of good and valuable  consideration the
receipt and  sufficiency  of which is hereby  acknowledged,  the Company and the
Noteholders do hereby agree as follows:

Section 1.        AMENDMENTS.

Section 1.1. Section 2.1 of the Note Agreements shall be amended by deleting the
first paragraph of such Section and inserting the following in lieu thereof:

                  "In addition to paying the entire outstanding principal amount
         and the  interest due on the Notes on the maturity  date  thereof,  the
         Company  agrees that on November 7, 2002,  it will prepay and apply and
         there  shall  become  due and  payable  on the  principal  indebtedness
         evidenced by the Notes an amount equal to the lesser of (a) $12,500,000
         or (b) the principal  amount of the Notes then  outstanding;  provided,
         however,  that no such prepayment  shall be due if, prior to August 14,
         2002, the maturity date for the loans and other  obligations  under the
         Credit  Agreement  has been  extended to a date on or after  August 14,
         2003. The entire  remaining  principal amount of the Notes shall become
         due and  payable on November  7, 2003.  No premium  shall be payable in
         connection with any required prepayment made pursuant to this ss.2.1."

Section 1.2.  Sections 5.6 and 5.7 of the Note  Agreements  shall be amended and
restated to read in their entireties as follows:

<PAGE>


                  Section 5.6. [Intentionally left blank]

                  Section 5.7. [Intentionally left blank]

Section 1.3. Section 5.8 of the Note Agreements shall be amended by deleting the
word "Priority" from the title caption and by adding the following clause (c):

                  "(c) In addition to, and not in  limitation  of, the foregoing
         clauses  (a) and  (b),  the  Company  shall  not,  and not  permit  any
         Subsidiary   to,  create,   incur,   assume  or  suffer  to  exist  any
         Indebtedness, except:

                  (i)  obligations under the Agreements and the Notes;

                  (ii)  [intentionally left blank];

                  (iii)  Debt of Subsidiaries to the Company;

                  (iv)  unsecured Debt of the Company to Subsidiaries;

                  (v)   Indebtedness  described on Schedule II and any
         extension,  renewal or refinancing  thereof so long as the principal
         amount thereof is not increased;

                  (vi)  the Senior Lender Obligations (as defined in the
         Subordination Agreement);

                  (vii)  the  Line  of  Credit  Obligations  (as  defined  in
         the  Subordination  Agreement)  in an aggregate principal amount not to
         exceed $22,032,783;

                  (viii) the Existing  Credit  Agreement  Obligations (as
         defined in the  Subordination  Agreement)in an aggregate principal
         amount not to exceed $111,377,061.68; and

                  (ix) Indebtedness of Speedline S.r.l in an aggregate principal
         amount not to exceed  $29,000,000 (or the equivalent  amount thereof in
         Italian Lira)."

Section 1.4. Section 5.9 of the Note Agreements shall be amended and restated in
its entirety to read as follows:

         "Section 5.9. Limitation on Liens. The Company shall not, and shall not
         permit any Subsidiary  to,  create,  assume or suffer to exist any Lien
         upon any of its or their  property  or  assets,  whether  now  owned or
         hereafter  acquired,  or upon  any  income  or  profits  therefrom,  or
         transfer  any property  for the purpose of  subjecting  the same to the
         payment  of  obligations  other  than the Notes or  acquire or agree to
         acquire,  or permit any  Subsidiary to acquire,  any property or assets
         upon  conditional  sales  agreements or other title retention  devices,
         except:

                  (1) Liens  for  taxes  not yet due or that are being  actively
         contested  in good  faith  by  appropriate  proceedings  and for  which
         adequate reserves have been established in accordance with GAAP;

                                      -2-
<PAGE>


                  (2) other  statutory  Liens  incidental  to the conduct of its
         business or the  ownership of its property and assets that (i) were not
         incurred in connection  with the borrowing of money or the obtaining of
         advances or credit, and (ii) do not in the aggregate materially detract
         from the value of its property or assets or  materially  impair the use
         thereof in the operation of its business;

                  (3) Liens on  property  or assets  of a  Subsidiary  to secure
         obligations of such  Subsidiary to the Company or a Subsidiary that has
         executed a counterpart  of the  Subsidiary  Guaranty  (other than a CTC
         Company);

                  (4) Liens  described on Schedule II hereto and any extensions,
         renewals  or  replacements,  in  whole or in  part,  of any such  Lien,
         provided  that  (i)  such   extension,   renewal  or   replacement   of
         Indebtedness   shall  be  without  increase  in  the  principal  amount
         remaining  unpaid as of such extension,  renewal or  replacement,  (ii)
         such Lien shall attach solely to the same property  theretofore subject
         to such  Lien and (iii)  after  giving  effect  to any such  extension,
         renewal or refunding and to the application of the proceeds thereof, no
         Default or Event of Default would exist;

                  (5)      Liens granted to the Collateral  Agent  pursuant to
         the  Collateral  Agency and Intercreditor Agreement;

                  (6)      Liens granted to the LIFO Agent pursuant to the LIFO
         Credit Agreement;

                  (7) Liens on the  property  or assets of CTC  granted  to Bank
         One, Indiana,  National Association  pursuant to the CTC Documents,  as
         defined in the CTC Forbearance Agreement; and

                  (8)      Liens on the assets of Speedline,  S.r.l. in
         connection  with the  Indebtedness permitted by Section 5.8(c)(ix).

         Neither the Company nor any Subsidiary shall enter into any contract or
         agreement  that would  prohibit the  Collateral  Agent or any holder of
         Notes from acquiring a security interest, mortgage or other Lien on, or
         a  collateral  assignment  of,  any of the  property  or  assets of the
         Company or any Subsidiary."

Section 1.5.  Section 5.10 of the Note Agreements  shall be amended and restated
in its entirety to read as follows:

         "Section 5.10. Mergers, Consolidations and Sales of Assets. The Company
         shall not, and shall not permit any Subsidiary to, merge or consolidate
         with any other Person or sell,  lease or transfer or otherwise  dispose
         of all or any part of its assets  (except  assets sold in the  ordinary
         course of business) to any Person."

Section  1.6.  Section  5.15 of the  Note  Agreements  shall be  amended  by (i)
removing  the word "and" after the  semicolon  at the end of clause (g) thereof,
(ii)  changing  the  designation  of clause (h) thereof  from "(h)" to "(j)" and
(iii) inserting the following clauses (h) and (i):

                                      -3-
<PAGE>

         "(h) Default. With reasonable promptness,  and in any event within five
         days after an officer of the Company becoming aware of the existence of
         any Default or Event of Default, a written notice specifying the nature
         and existence thereof and what action the Company is taking or proposes
         to take with respect thereto;

         (i) Notices with  Respect to Other  Indebtedness.  Promptly  upon
         receiving  the same, a copy of any notice received from the LIFO Agent
         or the agent under the Credit Agreement; and"

Section  1.7.  Section 5 of the Note  Agreements  shall be amended by adding the
following new Sections 5.17,  5.18, 5.19, 5.20, 5.21, 5.22 and 5.23, which shall
read as follows:

         "Section  5.17.  Acquisitions.  On and after June 4, 2001,  the Company
         shall not, and shall not permit any  Subsidiary  to, acquire the assets
         or  stock or other  equity  interest  of any  other  Person;  provided,
         however, that,  notwithstanding the foregoing,  effective as of May 31,
         2001, the Company shall be permitted to enter into the CTC Transaction.

         "Section 5.18.  Payments of Other  Indebtedness.  The Company shall not
         make  any  payment  of any  principal  amount  of any  Existing  Credit
         Agreement  Obligations  or any  Line of  Credit  Obligations  (each  as
         defined in the Subordination Agreement),  whether upon stated maturity,
         required mandatory prepayment,  upon acceleration or otherwise,  unless
         the  Company  shall  concurrently  make a  prepayment  on the Notes (in
         accordance with Section 2.2 or 2.3 hereof,  as the case may be) in such
         aggregate  principal  amount as shall be necessary to cause the holders
         of Notes to have  received  an  aggregate  payment on the Notes at such
         time equal to (x) the aggregate amount of the all payments of principal
         on the  Existing  Credit  Agreement  Obligations,  the  Line of  Credit
         Obligations  and the Notes made at such time times (y) a fraction,  the
         numerator  of which is the  aggregate  principal  amount of  Noteholder
         Obligations  (as  defined  in  the  Subordination  Agreement)  and  the
         denominator  of  which  is  the  aggregate   principal  amount  of  the
         Noteholder  Obligations,  the Existing Credit Agreement Obligations and
         the Line of Credit Obligations,  in each case calculated without giving
         effect to any such prepayment.

         "Section  5.19.  Addition of  Financial  Covenants.  The Company  shall
         deliver to the holders of Notes, as soon as practicable  (but not later
         than July 10, 2001) after the Second  Amendment  Effective  Date,  such
         projections and budgets as the holders of Notes may reasonably request.
         Promptly  following  such  delivery,  the Company shall enter into good
         faith negotiations with the holders of Notes to amend the Agreements to
         add such  financial  covenants  thereto as the holders  may  reasonably
         require.  Without  limiting the generality of the  foregoing,  when the
         Company proposes to enter into the Financial  Covenant Amendment (under
         and as  defined  in the  LIFO  Credit  Agreement),  the  Company  shall
         negotiate to add as financial covenants under the Agreements  financial
         covenants no less  favorable to the holders of Notes than the covenants
         contained in the Financial Covenant Amendment are to the LIFO Banks.

         "Section 5.20.  Investments and Loans. The Company shall not, and shall
         not permit any Subsidiary to, without the prior written  consent of the
         Requisite Holders, (a) create, acquire or hold any Subsidiary, (b) make
         or hold any investment in any stocks,  bonds or securities or any kind,

                                      -4-

<PAGE>

         (c) be or become a party to any joint venture or other partnership, (d)
         make or keep  outstanding  any  advance or loan to any  Person,  or (e)
         enter into or suffer to exist any Guaranty,  except guarantees only for
         Indebtedness of the Company and its Subsidiaries  incurred or permitted
         pursuant to this Agreement; provided, that this Section shall not apply
         to (i) any  endorsement  of a check  or other  medium  of  payment  for
         deposit  or  collection  through  normal  banking  channels  or similar
         transaction  in the  normal  course of  business,  (ii) the  holding of
         Subsidiaries listed on Schedule II or (iii) loans among the Company and
         its  Subsidiaries  so long as each borrower and lender of such loans is
         the Company or a Subsidiary that has executed a Subsidiary Guaranty and
         is not a CTC Company.

"Section  5.21.  Restricted  Payments.  The  Company  shall not,  nor permit any
Subsidiary  to, make or commit  itself to make any  Restricted  Payment,  except
that:

                  (a)      any  Subsidiary may make Capital  Distributions  to
         the Company or a Subsidiary that has executed a Subsidiary Guaranty;
         and

                  (b)  employees  of the Company may exercise  employee  options
         through a "cashless  exercise".

         "Section  5.22.  Material  Agreements.
         Without the prior written consent of the Requisite Holders, the Company
         shall not, and shall not permit any  Subsidiary  to, amend,  restate or
         otherwise  modify  in any  respect  (a)  the  Credit  Agreement  or any
         document,  instrument or agreement  executed in  connection  therewith,
         except as permitted by the Subordination Agreement, (b) the LIFO Credit
         Agreement,  or  any  document,  instrument  or  agreement  executed  in
         connection   therewith,   except  as  permitted  by  the  Subordination
         Agreement,  or (c) any other  agreement that evidences  Indebtedness of
         any Company in the aggregate principal amount greater than Five Million
         Dollars ($5,000,000).

         "Section 5.23.  Change of Fiscal Year. The Company shall not, and shall
         not permit any  Subsidiary  to, change its fiscal year end or any other
         accounting  period  without the prior written  consent of the Requisite
         Holders."

Section 1.8. Section 6.1(g) of the Note Agreements shall be amended and restated
in its entirety to read as follows:

                  "(g) Any default shall occur under the terms applicable to any
         Indebtedness  of the Company or any  Subsidiary in an aggregate  amount
         (for all such Indebtedness so affected)  exceeding  $5,000,000 and such
         default shall (i) consist of the failure to pay such  Indebtedness when
         due,  whether by  acceleration  or otherwise,  or (ii)  accelerate  the
         maturity of such  Indebtedness or permit the holder or holders thereof,
         or any  trustee  or agent for such  holder or  holders,  to cause  such
         Indebtedness  to become due and  payable (or require the Company or any
         Subsidiary  to  purchase  or  redeem  such  Indebtedness)  prior to its
         expressed maturity; or"

Section  1.9.  Section  6.1 of the Note  Agreements  shall be  amended by adding
thereto the following clause (n):

                                      -5-
<PAGE>

                  "(n) Any Security Document shall cease to be in full force and
         effect; or the Company or any Subsidiary party to any Security Document
         (or  any  Person  by,  through  or on  behalf  of  the  Company  or any
         Subsidiary) shall contest in any manner the validity, binding nature or
         enforceability of any Security Document."

Section  1.10.  Section  8.1 of the Note  Agreements  shall be amended by adding
thereto the following definitions in their respective alphabetical order:

                  "Capital  Distribution"  shall mean a payment made,  liability
         incurred or other  consideration  given for the purchase,  acquisition,
         redemption or retirement of any capital stock or other equity  interest
         of the Company or any Subsidiary or as a dividend, return of capital or
         other distribution (other than any stock dividend, stock split or other
         equity  distribution  payable only in capital  stock or other equity of
         the Person in question) in respect of the capital stock or other equity
         interest of the Company or any Subsidiary.

                  "Collateral Agency and Intercreditor Agreement" shall mean the
         Collateral Agency and Intercreditor  Agreement dated as on June 5, 2001
         among the Collateral Agent, the LIFO Agent, the LIFO Banks, the holders
         of the Notes and certain  other  parties,  as the same may from time to
         time be amended, restated or otherwise modified.

                  "Collateral  Agent"  shall mean Key Bank,  N.A.,  in its
         capacity as  Collateral  Agent under the Collateral Agency and
         Intercreditor Agreement, and its successors and assigns in such
         capacity.

                  "Collateral  Assignment and Security  Agreement"  shall mean a
         Collateral  Assignment  and Security  Agreement,  in form and substance
         satisfactory  to the Requisite  Holders,  executed and delivered by the
         Company or a  Subsidiary,  as the case may be,  wherein  the Company or
         such  Subsidiary  shall have granted to the Collateral  Agent,  for the
         benefit  of the  holders  of the  Notes  and the  holders  of the other
         Subordinated  Lender  Obligations  (as  defined  in  the  Subordination
         Agreement),   a  security   interest  in  and  an   assignment  of  all
         intellectual  property owned by the Company or such Subsidiary,  as the
         same may from time to time be amended, restated or otherwise modified.

                  "CTC Company"  shall mean CTC,  Amcast Casting  Technologies,
         Inc., an Indiana  corporation,  or Izumi, Inc., a Delaware corporation.

                  "CTC  Forbearance  Agreement"  shall mean the  Forbearance and
         Waiver  Agreement,  dated as of June 5, 2001,  among the  Company,  Key
         Bank, N.A., on behalf of itself and on behalf of and for the benefit of
         the Bank Lenders and Bank One, Indiana, National Association, on behalf
         of itself, in its capacity as agent and on behalf of the banks party to
         a Creditor  and  Intercreditor  Agreement  dated  August 26, 1999 among
         Casting Technology Company, an Indiana general partnership, and certain
         lenders,  as the same may from  time to time be  amended,  restated  or
         otherwise modified.

                  "CTC Transaction" shall mean the acquisition by the Company of
         all  of the  outstanding  common  stock  of  Izumi,  Inc.,  a  Delaware
         corporation,  and the related transactions in connection therewith,  as
         set forth in the Stock  Purchase  Agreement,  dated as of May 31, 2001,
         between the Company and Izumi Industries, Ltd., a Japanese corporation.

                                      -6-
<PAGE>

                  "LIFO Agent" shall mean KeyBank National Association, as agent
         for the LIFO Banks under the LIFO Credit  Agreement,  together with its
         successors and assigns.

                  "LIFO  Banks"  shall mean the banking  institutions  listed on
         Schedule 1 to the LIFO Credit Agreement, together with their respective
         successors and assigns.

                  "LIFO  Credit  Agreement"  shall  mean  the  Last-In-First-Out
         Credit  Agreement dated as of June 5, 2001 among the Company,  the LIFO
         Banks and the LIFO Agent, as the same may from time to time be amended,
         restated or otherwise  modified in  accordance  with the  Intercreditor
         Agreement.

                  "Mortgage"  shall  mean a  mortgage,  deed of  trust  or other
         instrument,  in  form  and  substance  satisfactory  to  the  Requisite
         Holders,  executed by the Company or a Subsidiary,  as the case may be,
         with respect to any Mortgaged Real Property,  as the same may from time
         to time be amended, restated or otherwise modified.

                  "Mortgaged  Real  Property"  shall mean each of the parcels of
         real property, or interests therein,  owned or leased by the Company or
         a Subsidiary,  as appropriate,  together with each other parcel of real
         property that shall become subject to a Mortgage, in each case together
         with  all  of  the  right,  title  and  interest  of  Company  or  such
         Subsidiary,  as the  case may be,  in the  improvements  and  buildings
         thereon and all  appurtenances,  easements  or other  rights  belonging
         thereto.

                  "Pledge Agreement" shall mean a Pledge Agreement,  in form and
         substance satisfactory to the Requisite Holders, executed and delivered
         to the  Collateral  Agent,  for the benefit of the holders of the Notes
         and the other holders of Subordinated Lender Obligations (as defined in
         the  Subordination  Agreement),  by the  Company  or a  Subsidiary,  as
         appropriate,  as the same may from time to time be amended, restated or
         otherwise modified.

                  "Restricted  Payment" shall mean,  with respect to the Company
         or  any  Subsidiary,  (a)  any  Capital  Distribution,  (b)  any  Stock
         Repurchase,  as defined in the  Credit  Agreement  (as in effect on the
         Second Amendment Effective Date), or (c) any amount paid by the Company
         or such Subsidiary in repayment,  redemption,  retirement,  repurchase,
         direct or indirect, of any Subordinated  Indebtedness,  including,  but
         not  limited  to,  the  Indebtedness  incurred  pursuant  to the Credit
         Agreement,  the Note  Agreements  or in  respect  of the Line of Credit
         Obligations, as defined in the Credit Agreement.

                  "Second Amendment" shall mean the Second Amendment dated as of
         June 5, 2001 to Note  Agreements  dated as of November  1, 1995,  which
         Second Amendment is among the Company, Principal Life Insurance Company
         and The Northwestern Mutual Life Insurance Company.

                  "Second Amendment Effective Date" shall mean June 5, 2001.

                                      -7-
<PAGE>

                  "Security Agreement" shall mean a Security Agreement,  in form
         and  substance  satisfactory  to the  Requisite  Holders,  executed and
         delivered by the Company or a Subsidiary to the Collateral  Agent,  for
         the  benefit  of the  holders  of Notes  and the  holders  of the other
         holders  of  Subordinated   Lender   Obligations  (as  defined  in  the
         Subordination Agreement), as the same may from time to time be amended,
         restated or otherwise modified.

                  "Security Documents" shall mean each Security Agreement,  each
         Mortgage,  each  Pledge  Agreement,   each  Collateral  Assignment  and
         Security  Agreement,   each  U.C.C.  financing  statement  executed  in
         connection  therewith or securing  any  interest  created in any of the
         foregoing  documents,  and any other  documents  relating to any of the
         foregoing,  as any of the  foregoing  may from time to time be amended,
         restated or otherwise modified or replaced.

                  "Subordinated",  as applied to  Indebtedness,  shall mean that
         the  Indebtedness  has been  subordinated  (by written terms or written
         agreement being, in either case, in form and substance  satisfactory to
         the  Requisite  Holders)  in favor of the prior  payment in full of the
         Notes.

                   "Subordination   Agreement"  shall  mean  the  Subordination,
         Waiver  and  Consent  Agreement,  dated as of June 5,  2001,  among the
         Company, the LIFO Agent, the Collateral Agent, the holders of the Notes
         and  certain  other  parties,  as the  same  may  from  time to time be
         amended, restated or otherwise modified.

Section 1.11. The  definition of "Overdue Rate"  contained in Section 8.1 of the
Note  Agreements  shall be  amended  and  restated  in its  entirety  to read as
follows:

                  "Overdue  Rate"  shall  mean  the  lesser  of (i) the  maximum
         interest rate permitted by law and (ii) 12.09% per annum.

Section 1.12. Schedule II to the Note Agreements shall be replaced with Schedule
II hereto.

Section 1.13. From and after the Second  Amendment  Effective Date,  interest on
the Notes  shall  accrue at the rate of 10.09%  per annum  instead  of 7.09% per
annum.  Any overdue  payment of  principal  (including  any overdue  required or
optional  prepayment  of  principal)  and  premium,  if any,  and (to the extent
legally enforceable) any overdue installment of interest and any overdue payment
of  any   Make-Whole   Amount   shall  bear   interest  at  the  Overdue   Rate.
Notwithstanding  anything  herein or in the Notes to the contrary,  no amount of
interest on such overdue  payments may be added to the outstanding  principal of
the Notes as a  Capitalized  Interest  Amount (as  defined in Exhibit A attached
hereto).

Section 1.14.  The Note  Agreements  shall be amended by deleting  therefrom the
current  form of  Exhibit A thereto  and  replacing  it with  Exhibit A attached
hereto.

Section 1.15. The Notes  outstanding on the Second Amendment  Effective Date are
hereby,  without any further  action  required on the part of any other  Person,
deemed to be automatically  amended to conform to and have the terms provided in
Exhibit A attached  hereto  (except that the  principal  amount and the payee of
each such Note shall remain  unchanged).  Any Note issued on or after the Second
Amendment Effective Date shall be in the form of Exhibit A attached hereto.

                                      -8-

<PAGE>

Section 2.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Section  2.1.  To induce the  Noteholders  to execute  and  deliver  this Second
Amendment,  the  Company  represents  and  warrants  to the  Noteholders  (which
representations  shall  survive  the  execution  and  delivery  of  this  Second
Amendment) that:

(a)      each  of this  Second  Amendment,  the  Warrant  Certificates  (defined
         below),  the Warrant  Agreement  (defined  below) and the  Registration
         Rights Agreement (defined below) has been duly authorized, executed and
         delivered by the Company and each of this Second Amendment, the Warrant
         Certificates,   the  Warrant  Agreement  and  the  Registration  Rights
         Agreement constitutes the legal, valid and binding obligation, contract
         and agreement of the Company  enforceable against it in accordance with
         its  terms,  except  as  enforcement  may  be  limited  by  bankruptcy,
         insolvency,  reorganization,  moratorium  or similar  laws or equitable
         principles relating to or limiting creditors' rights generally;

(b)      the Note Agreements,  as amended by this Second  Amendment,  constitute
         the legal, valid and binding  obligations,  contracts and agreements of
         the Company  enforceable against it in accordance with their respective
         terms, except as enforcement may be limited by bankruptcy,  insolvency,
         reorganization,  moratorium  or similar  laws or  equitable  principles
         relating to or limiting creditors' rights generally;

(c)      the  execution,   delivery  and  performance  by  the  Company  of
         this  Second  Amendment,  the  Warrant Certificates,  the Warrant
         Agreement and the Registration  Rights Agreement (i) have been duly
         authorized by all requisite  corporate action and, if required,
         shareholder  action, (ii) do not require the consent or  approval  of
         any  governmental  or  regulatory  body or agency and (iii) will not
         (A)  violate (1) any provision of law,  statute,  rule or regulation
         or its  certificate of  incorporation  or bylaws,  (2) any order of
         any court or any rule,  regulation  or order of any other agency or
         government  binding upon it, or (3) any  provision  of any  indenture,
         agreement  or other  instrument  to which  the  Company  or any
         Subsidiary  is a party or by which its  properties  or  assets  are or
         may be  bound,  or (B)  result in a breach or constitute  (alone or
         with due notice or lapse of time or both) a default  under any
         indenture, agreement or other instrument referred to in clause (iii)
         (A)(3) of this Section 2.1(c);

(d)      the  Subsidiary  Guaranty  constitutes  the  legal,  valid and  binding
         obligation,  contract and  agreement of each  Subsidiary  (and each CTC
         Company) party thereto  enforceable  against it in accordance  with its
         terms, except as enforcement may be limited by bankruptcy,  insolvency,
         reorganization,  moratorium  or similar  laws or  equitable  principles
         relating to or limiting creditors' rights generally;

                                      -9-
<PAGE>


(e)      the execution,  delivery and  performance by each Subsidiary (and each
         CTC Company) a party thereto of the Subsidiary  Guaranty (i) have been
         duly  authorized  by all requisite  corporate  action and, if required,
         shareholder  action,  (ii) do not require the consent or approval of
         any  governmental  or regulatory body or agency and (iii) will not (A)
         violate (1) any  provision of law,  statute,  rule or  regulation  or
         its certificate of  incorporation  or bylaws,  (2) any order of any
         court or any rule,  regulation or order of any other agency or
         government  binding  upon it, or (3) any  provision  of any  indenture,
         agreement or other  instrument  to which the  Company or any
         Subsidiary  or any CTC Company is a party or by which its properties
         or assets  are or may be bound,  or (B)  result in a breach or
         constitute  (alone or with due notice or lapse of time or both) a
         default under any  indenture,  agreement or other  instrument  referred
         to in clause (iii)(A)(3) of this Section 2.1(e);

(f)      as of the date hereof and after  giving  effect to this Second
         Amendment,  no Default or Event of Default has occurred that is
         continuing;

(g)      all the representations and warranties  contained in Section 3.1 of the
         Note Agreements are true and correct in all material  respects with the
         same force and  effect as if made by the  Company on and as of the date
         hereof  (other than any  representation  and  warranty  that  expressly
         relates to a specified  earlier date, which was true and correct in all
         material respects as of such date); and

(h)      the  statements  and  information   furnished  to  the  Noteholders  in
         connection with the negotiation of this Second  Amendment do not, taken
         as a whole, and other than financial projections or forecasts,  contain
         any  untrue  statements  of a  material  fact or omit a  material  fact
         necessary to make the material  statements  contained herein or therein
         not  misleading,   the  Noteholders   acknowledging   that  as  to  any
         projections  furnished to the Noteholders,  the Company only represents
         that  the  same  were  prepared  in  good  faith  and on the  basis  of
         information and estimates the Company believed to be reasonable.

Section 3.        CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.

Section  3.1.  This Second  Amendment  shall  become  effective on the date (the
"Second Amendment Effective Date") when the following conditions shall have been
satisfied:

(a)      executed  counterparts  of this Second  Amendment,  duly executed by
         the Company and the holders of all of the Notes, shall have been
         delivered to the Noteholders;

(b)      the  Noteholders  shall have received a copy of the  resolutions of the
         Board of Directors of the Company  authorizing the execution,  delivery
         and performance by the Company of this Second  Amendment,  certified by
         the Company's Secretary or an Assistant Secretary;

(c)      the  representations  and  warranties of the Company set forth in
         Section 2 hereof are true and correct on and with respect to the date
         hereof;

                                      -10-
<PAGE>


(d)      the Noteholders shall have received the favorable opinion of counsel to
         the Company as to the matters  set forth in  Sections  2.1(a),  2.1(b),
         2.1(c),  2.1(d) and 2.1(e)  hereof,  which opinion shall be in form and
         substance  satisfactory to the Noteholders and as to such other matters
         as may be requested by the Noteholders;

(e)      the Noteholders shall have received each of the following documents (i)
         a Warrant  Certificate,  substantially  in the form of Exhibit A to the
         Warrant Agreement (each, a "Warrant Certificate"),  for each Noteholder
         representing  the right to purchase  100,000 shares of common stock, no
         par value per share, of the Company  ("Common  Stock"),  (ii) a Warrant
         Agreement,  substantially in the form of Exhibit B attached hereto (the
         "Warrant  Agreement"),  duly  executed  by  the  Company  and  (iii)  a
         Registration  Rights Agreement,  substantially in the form of Exhibit C
         attached hereto (the "Registration Rights Agreement"), duly executed by
         the Company and the other parties thereto;

(f)      the   Noteholders   shall   have   received  a   Subsidiary   Guaranty,
         substantially  in the form of Exhibit D hereto,  executed and delivered
         by each  Subsidiary of the Company that is organized  under the laws of
         the United  States (or any State  thereof or the  District of Columbia)
         which  is not a party to a  Subsidiary  Guaranty  prior  to the  Second
         Amendment Effective Date;

(g)      the   Noteholders   shall  have   received  a  Guarantor   Consent  and
         Acknowledgment, as set forth at the foot hereof, executed and delivered
         by all parties to the  Guaranties of Payment of Debt,  each dated as of
         August 15, 1997, in respect of the Notes; and

(h)      each  Noteholder  shall have  received the payment in cash of an
         amendment  fee in the amount of 0.60% of the principal amount of such
         Noteholder's Note.

Section 3.2. This Second Amendment shall become retroactively  ineffective as of
the date hereof if, within 14 days of the date hereof, the Noteholders shall not
have received a Guaranty,  in form and substance  acceptable to the Noteholders,
executed and delivered by each of CTC,  Amcast  Casting  Technologies,  Inc. and
Izumi, Inc., together with such corporate  governance  documents and opinions of
counsel as the Noteholders may request.

Section 4.        PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.

Section 4.1.  The Company  agrees to pay upon demand,  the  reasonable  fees and
expenses of Mayer, Brown & Platt, counsel to the Noteholders, in connection with
the negotiation,  preparation,  approval,  execution and delivery of this Second
Amendment.

Section 5.        MISCELLANEOUS.

Section 5.1. This Second  Amendment shall be construed in connection with and as
part of each of the Note  Agreements,  and  except  as  modified  and  expressly
amended by this Second Amendment,  all terms, conditions and covenants contained
in the Note Agreements and the Notes are hereby ratified and shall be and remain
in full force and effect.

Section 5.2. Any and all notices,  requests,  certificates and other instruments
executed and delivered after the execution and delivery of this Second Amendment
may refer to the Note  Agreements  without  making  specific  reference  to this
Second  Amendment but nevertheless all such references shall include this Second
Amendment unless the context otherwise requires.

                                      -11-

<PAGE>

Section 5.3. The descriptive  headings of the various  Sections or parts of this
Second  Amendment are for  convenience  only and shall not affect the meaning or
construction of any of the provisions hereof.

Section  5.4.  This  Second  Amendment  shall be governed  by and  construed  in
accordance with the internal laws of the State of Ohio.

Section 5.5. The execution  hereof by you shall constitute a contract between us
for the uses and purposes  hereinabove set forth,  and this Second Amendment may
be  executed  in  any  number  of   counterparts,   each  executed   counterpart
constituting an original, but all together only one agreement.

                      (Signature Pages Begin on Next Page)

<PAGE>


         IN WITNESS  WHEREOF,  the Company and the Noteholders  have caused this
instrument to be executed as of June 5, 2001.

                                 AMCAST INDUSTRIAL CORPORATION


                                 By: /s/ F. J. Drew
                                    --------------------
                                    Name:  Francis J. Drew
                                    Title: Vice President



                                 PRINCIPAL LIFE INSURANCE COMPANY

                                     /s/ Christopher J. Henderson
                                 By: /s/ Debra Svoboda EPP
                                    ---------------------------
                                     Name:  Christopher J. Henderson /
                                            Debra Svoboda EPP
                                     Title: Counsel



                                 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY


                                 By:  /s/ David A. Barras
                                    ---------------------------
                                    Name:  David A. Barras
                                    Title: Its Authorized Representative



<PAGE>

                     GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

         Each of the  undersigned  consents and agrees to and  acknowledges  the
terms of the foregoing  Second  Amendment  dated as of June 5, 2001. Each of the
undersigned  specifically   acknowledges  the  terms  of  and  consents  to  the
amendments set forth therein.  Each of the  undersigned  further agrees that the
obligations of each of the undersigned  pursuant to the Guaranties of Payment of
Debt executed by each of the  undersigned  shall remain in full force and effect
and be unaffected thereby.

         Each of the undersigned  further agrees with Noteholders that Section 9
of each  Subsidiary  Guaranty  executed  by each of the  undersigned  is  hereby
amended to delete the text of each of such sections  therefrom in their entirety
and to insert in place thereof the following:

                  Anything in this Agreement to the contrary notwithstanding, in
         no event shall the amount of the undersigned's liability hereunder (or,
         if applicable, the amount secured by this Agreement) exceed the maximum
         amount that (after giving  effect to the  incurring of the  obligations
         hereunder and to any rights to  contribution  of the  undersigned  from
         other affiliates of Borrower) would not render the rights to payment of
         the  Noteholders  hereunder  void,  voidable  or  avoidable  under  any
         applicable fraudulent transfer law.

         Each of the undersigned,  by signing below,  hereby waives and releases
each of the Noteholders and their  respective  directors,  officers,  employees,
attorneys,  affiliates  and  subsidiaries  from  any  and all  claims,  offsets,
defenses and counterclaims of which any of the undersigned is aware, such waiver
and release being with full knowledge and understanding of the circumstances and
effect thereof and after having consulted legal counsel with respect thereto.

         EACH  OF  THE  UNDERSIGNED  HEREBY  WAIVES  ANY  RIGHT  TO  HAVE A JURY
PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE, AMONG THE COMPANY, THE NOTEHOLDERS,  THE UNDERSIGNED, OR ANY THEREOF,
ARISING  OUT  OF,  IN  CONNECTION  WITH,   RELATED  TO,  OR  INCIDENTAL  TO  THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION  WITH THIS  AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT
IN ANY WAY AFFECT,  WAIVE,  LIMIT,  AMEND OR MODIFY ANY NOTEHOLDER'S  ABILITY TO
PURSUE  REMEDIES  PURSUANT TO ANY  CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION
CONTAINED  IN ANY NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  AMONG THE
COMPANY, THE NOTEHOLDERS AND THE UNDERSIGNED, OR ANY THEREOF.

<PAGE>


                       ELKHART PRODUCTS CORPORATION
                       AMCAST AUTOMOTIVE OF INDIANA, INC. (fka Wheeltek, Inc.)
                       AS INTERNATIONAL, INC.
                       AMCAST INVESTMENT SERVICES CORPORATION


                       By: /s/ F. J. Drew
                          --------------------
                           Name:   Francis J. Drew
                           Title:  Vice President



<PAGE>


                                   Schedule II

                     Description of Indebtedness, Leases and
                           Unfunded Pension Liability

                         [to be provided by the Company]

                                 Existing Liens

                         [to be provided by the Company]

                           Subsidiaries of the Company

                         [to be provided by the Company]

<PAGE>


                                    Exhibit A


THIS NOTE HAS NOT BEEN  REGISTERED  PURSUANT TO THE  SECURITIES  ACT OF 1933, AS
AMENDED.  THIS NOTE MAY BE OFFERED OR SOLD ONLY IF REGISTERED  UNDER SAID ACT OR
IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


                          AMCAST INDUSTRIAL CORPORATION


                               10.09% Senior Note


                              Due November 7, 2003



No.                                                       ____________, _____

                                                          PPN 023395  A@5

$



AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation (the "Company"),  for value
received, hereby promises to pay to


                              or registered assigns
                      on the seventh day of November, 2003
                             the principal amount of

____________________  DOLLARS ($_______________),  together with all Capitalized
Interest Amounts (as hereinafter defined),  and to pay interest (computed on the
basis of a 360-day year of twelve 30-day  months) on the  principal  amount from
time to time  remaining  unpaid  hereon at the rate of (i) at all times prior to
but excluding the Second Amendment Effective Date, seven and nine one-hundredths
percent  (7.09%) per annum,  and (ii) at all times from and including the Second
Amendment Effective Date, ten and nine one-hundredths percent (10.09%) per annum
(payable to the extent of up to 1% per annum by adding interest not paid in cash
to the principal amount of this Note, except as provided below), payable monthly
on the first  Business Day of each month (each,  an "Interest  Payment Date") in
each year and at maturity. The Company agrees to pay interest on overdue payment
of  principal   (including  any  overdue  required  or  optional  prepayment  of
principal) and premium,  if any, and (to the extent legally  enforceable) on any
overdue installment of interest, at the Overdue Rate after the due date, whether
by acceleration or otherwise, until paid.

<PAGE>

         On any Interest Payment Date on or after the Second Amendment Effective
Date, in lieu of making the entire  interest  payment on this Note in cash,  the
Company  shall pay on such Interest  Payment Date, in cash,  that portion of the
interest  accrued  on the  outstanding  principal  amount  of such  Note to such
Interest  Payment  Date as  would  have  accrued  at the  rate of nine  and nine
one-hundredths  percent  (9.09%)  per annum and add, as a  Capitalized  Interest
Amount,  to the  outstanding  principal  amount of such  Notes on such  Interest
Payment  Date the portion of such  interest as would have accrued at the rate of
one percent  (1%) per annum (each such  addition  with  respect to this Note,  a
"Capitalized Interest Amount");  provided, however, no amount of interest on any
overdue payment of principal and premium, any overdue installment of interest or
any overdue  payment of any  Make-Whole  Amount may be added to the  outstanding
principal of the Notes as a Capitalized Interest Amount.

         Interest  shall  begin to accrue on each  Capitalized  Interest  Amount
beginning on and including the Interest  Payment Date on which such  Capitalized
Interest Amount is added to the principal amount of this Note, and such interest
shall accrue and be paid,  together with the interest on the remaining principal
amount of this Note,  in  accordance  with this Note.  Notwithstanding  anything
herein to the contrary, all interest due and payable on the date that the entire
then outstanding principal amount of this Note becomes due and payable,  whether
on the maturity date hereof,  by  acceleration  or  otherwise,  shall be due and
payable in full in cash on such date. All Capitalized  Interest Amounts will for
all  purposes  of this  Note  and the  Note  Agreements  constitute  outstanding
principal on this Note.  All principal of this Note  consisting  of  Capitalized
Interest  Amounts is  subordinated  in right of  payment  to the  Senior  Lender
Obligations  and the  Subordinated  Lender  Obligations  (each as defined in the
Subordination  Agreement),  other than  those  Subordinated  Lender  Obligations
consisting of Capitalized  Interest  Amounts,  as set forth in the Intercreditor
Agreement.

         Both the  principal  hereof  and  interest  hereon  are  payable at the
principal  office of the  Company in  Dayton,  Ohio in coin or  currency  of the
United  States of America that at the time of payment  shall be legal tender for
the payment of public and private debts. If any amount of principal, premium, if
any, or  interest  on or in respect of this Note  becomes due and payable on any
date that is not a Business Day, such amount shall be payable on the immediately
preceding Business Day.

<PAGE>

         This Note is one of the 10.09%  Senior  Notes due November 7, 2003 (the
"Notes")  of  the  Company  in  the  original  aggregate   principal  amount  of
$50,000,000  issued  or to be  issued  under  and  pursuant  to  the  terms  and
provisions  of the separate Note  Agreements,  each dated as of November 1, 1995
(as amended by the First Amendment  thereto dated as of December 31, 1997 and by
the  Second  Amendment  thereto  dated as of June 5, 2001 and as may be  further
amended,  the "Note Agreements"),  entered into by the Company with the original
Purchasers  therein referred to and this Note and the holder hereof are entitled
equally and ratably  with the holders of all other Notes  outstanding  under the
Note Agreements to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note  Agreements  for a statement of such rights
and  benefits.  Capitalized  terms used herein but not  defined  herein have the
meanings ascribed to such terms in the Note Agreements.

         This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain  prepayments
are  required to be made  thereon,  all in the  events,  on the terms and in the
manner and amounts as provided in the Note Agreements.

         The Notes are not subject to  prepayment or redemption at the option of
the Company  prior to their  expressed  maturity  dates  except on the terms and
conditions  and in the amounts and with the  premium,  if any,  set forth in the
Note Agreements.

         This Note is registered on the books of the Company and is transferable
only by surrender  thereof at the principal  office of the Company duly endorsed
or  accompanied  by a  written  instrument  of  transfer  duly  executed  by the
registered  holder of this Note or its  attorney  duly  authorized  in  writing.
Payment of or on account of  principal,  premium,  if any,  and interest on this
Note  shall be made  only to or upon  the  order in  writing  of the  registered
holder.

         This Note and said Note  Agreements  are  governed by and  construed in
accordance with the internal laws of the State of Ohio, including all matters of
construction, validity and performance.



                                                AMCAST INDUSTRIAL CORPORATION


                                                 By
                                                     Name:
                                                     Title:



<PAGE>



                                    Exhibit B

                           [Form of Warrant Agreement]

<PAGE>


                                    Exhibit C

                     [Form of Registration Rights Agreement]



<PAGE>


                                    Exhibit D

                           GUARANTY OF PAYMENT OF DEBT

         THIS   GUARANTY   is   dated   as  of  June  5,   2001,   and  made  by
______________________, a __________ corporation (the "Guarantor").

SECTION 1.        RECITALS.

         AMCAST INDUSTRIAL CORPORATION, an Ohio corporation (the "Company"), has
heretofore  entered into the separate Note  Agreements each dated as of November
1, 1995 (as amended,  supplemented or otherwise  modified from time to time, the
"Note  Agreements"),  between the Company  and each of the  Purchasers  named on
Schedule I attached to the Note Agreements (the "Initial Purchasers"),  pursuant
to which the Company issued and sold $50,000,000  aggregate  original  principal
amount of its 7.09% Senior Notes, due November 7, 2005 (as amended, supplemented
or otherwise modified from time to time, the "Notes").  The Initial  Purchasers,
together with their respective  successors and assigns  including any subsequent
holder  of  the  Notes,  are  hereinafter  referred  to  as  the  "Noteholders".
Capitalized  terms used  herein and not  otherwise  defined  shall have the same
meanings as in the Note Agreements.

         The Guarantor is a Wholly-owned Subsidiary of the Company.

         Pursuant to the  requirements  of that certain Second  Amendment to the
Note Agreements dated as of June 5, 2001 (the "Second  Amendment"),  between the
Company and the  Noteholders,  the  Noteholders and the Company amended the Note
Agreements  and the Notes in  certain  respects,  including  to change the final
maturity  date of the Notes to November 7, 2003 and to change the interest  rate
on the Notes to 10.09% per annum. In connection with the Second  Amendment,  the
Noteholders agreed to waive certain events of default under the Note Agreements.
Furthermore,  pursuant to Section  5.16 of the Note  Agreements,  the Company is
required  to cause  Guarantor  to execute and deliver a guaranty of the Notes in
the form hereof  inasmuch as Guarantor has issued a guaranty of  obligations  of
the Bank Lenders (as defined in the Note Agreements).

         Guarantor  is part of an  affiliated  group  of  corporations  with the
Company and will receive  substantial  direct and indirect  benefit by reason of
the Second Amendment and such waivers.

         Guarantor   understands  that  the  Noteholders   executed  the  Second
Amendment and granted such waivers only upon certain terms and  conditions,  one
of which is that the Guarantor guarantee the payment of the Debt (as hereinafter
defined),  and this instrument is being executed and delivered in  consideration
of  the  Second  Amendment  and  each  waiver  granted  to  the  Company  by the
Noteholders and for other valuable considerations.

SECTION 2.        DEFINITIONS.

         Unless otherwise  specified,  as used herein, the following terms shall
have the following meanings:

<PAGE>

         Section 2.1.  "Collateral" means,  collectively,  all property, if any,
securing the Debt or any part thereof at the time in question.

         Section 2.2. "Debt" means,  collectively,  all principal,  interest and
premium,  if any, on or with respect to the Notes and all other indebtedness now
owing or hereafter  incurred by the Company to the  Noteholders  pursuant to the
Note  Agreements  and the Notes executed in connection  therewith,  as modified,
amended,  supplemented  or  restated  from time to time;  (c) all other  amounts
payable by the Company to any of the Noteholders pursuant to the Note Agreements
or any document or instrument related to the Note Agreements;  and (d) all costs
and expenses,  including  attorney fees,  incurred by any of the  Noteholders in
connection  with the Note Agreements or in connection with the collection of any
portion of the indebtedness described in (a), (b) or (c) hereof.

         Section 2.3.  "Obligor" means any person or entity who, or any of whose
property, is or shall be obligated on the Debt or any part thereof in any manner
and includes, without limiting the generality of the foregoing, the Company, the
Guarantor and any other co-maker, endorser, guarantor of payment,  subordinating
creditor,  assignor,  grantor of a security interest,  pledgor, mortgagor or any
hypothecator of property, if any.

SECTION 3.        GUARANTY OF DEBT.

         Guarantor hereby absolutely and  unconditionally  guarantees the prompt
payment  in full of all of the  Debt as and when the  respective  parts  thereof
become due and  payable.  If the Debt or any part  thereof  shall not be paid in
full when due and  payable,  the  Noteholders  shall  have the right to  proceed
directly against  Guarantor under this instrument to collect the payment in full
of the Debt, regardless of whether or not the Noteholders shall have theretofore
proceeded or shall then be  proceeding  against the Company or any other Obligor
or Collateral,  if any, or any of the foregoing,  it being  understood  that the
Noteholders  in their sole  discretion  may proceed  against any Obligor and any
Collateral, and may exercise each right, power or privilege that the Noteholders
may then have, either  simultaneously or separately,  and, in any event, at such
time or times and as often and in such  order as the  Noteholders  in their sole
discretion  may from time to time deem  expedient to collect the payment in full
of the Debt.

SECTION 4.        PAYMENTS CONDITIONAL.

         Whenever  any  Noteholder  shall  credit any payment to the Debt or any
part  thereof,  whatever  the source or form of  payment,  the  credit  shall be
conditional  as to  Guarantor  unless and until the  payment  shall be final and
valid as to all the world.  Without  limiting the  generality of the  foregoing,
Guarantor  agrees  that if any check or other  instrument  so  applied  shall be
dishonored by the drawer or any party thereto,  or if any proceeds of Collateral
or payment so applied shall thereafter be recovered by any trustee in bankruptcy
or anyone else,  each  Noteholder,  in each case, may reverse any entry relating
thereto in its books and  Guarantor  shall remain  liable  therefor even if such
Noteholder  may no longer  have in its  possession  any  evidence of the Debt to
which the payment in question was applied.


                                   -2-
<PAGE>

SECTION 5.        GUARANTOR'S OBLIGATIONS ABSOLUTE AND UNCONDITIONAL.

         Regardless  of the duration of time,  regardless of whether the Company
may from time to time cease to be indebted to the Noteholders  and  irrespective
of any act,  omission  or course of dealing  whatever  on the part of any of the
Noteholders, Guarantor's liabilities and other obligations under this instrument
shall  remain in full  effect  until the  payment  in full of the Debt.  Without
limiting the generality of the foregoing:

         Section 5.1.      Noteholders  Have No Duty To Make  Accommodations.
No  Noteholder  shall at any time be under any duty to Guarantor  to grant any
financial  accommodation  to the  Company,  irrespective  of any duty or
commitment of any of the  Noteholders  to the Company,  or to follow or direct
the  application  of the proceeds of any such financial accommodation;

         Section 5.2. Guarantor's Waiver of Notice, Presentment,  etc. Guarantor
waives (a) notice of the granting of any financial  accommodation to the Company
or the  incurring  of any other  indebtedness  by the  Company  or the terms and
conditions thereof,  (b) presentment,  demand for payment and notice of dishonor
of the Debt or any part  thereof,  or any  other  indebtedness  incurred  by the
Company to any of the Noteholders,  (c) notice of any indulgence  granted to any
Obligor and (d) any other notice to which Guarantor  might, but for this waiver,
be entitled;

         Section 5.3.  Noteholders' Rights Not Prejudiced by Action or Omission.
The  Noteholders in their sole  discretion  may,  without any prejudice to their
rights under this  instrument,  at any time or times,  without  notice to or the
consent of Guarantor,  (a) grant the Company whatever  financial  accommodations
that such Noteholder may from time to time deem  advisable,  even if the Company
might be in default in any  respect and even if those  financial  accommodations
might not constitute  indebtedness the payment of which is guaranteed hereunder,
(b) assent to any renewal,  extension,  consolidation or refinancing of the Debt
or any part thereof,  (c) forbear from demanding  security,  if such  Noteholder
shall have the right to do so, (d) release any Obligor or  Collateral  or assent
to any exchange of Collateral,  if any,  irrespective of the  consideration,  if
any,  received  therefor,  (e)  grant any  waiver or  consent  or  forbear  from
exercising  any  right,  power or  privilege  that such  Noteholder  may have or
acquire, (f) assent to any amendment,  deletion,  addition,  supplement or other
modification  in,  to or of any  writing  evidencing  or  securing  any  Debt or
pursuant to which any Debt is  created,  (g) grant any other  indulgence  to any
Obligor,  (h) accept any Collateral  for, or any other Obligor upon, the Debt or
any part thereof,  and (i) fail,  neglect to omit in any way to realize upon any
Collateral  or to  protect  the  Debt  or any  part  thereof  or any  Collateral
therefor;

         Section 5.4.      Liabilities  Survive  Guarantor's   Dissolution.
Guarantor's   liabilities  and  other obligations under this instrument shall
survive any dissolution of Guarantor; and

         Section  5.5.  Liabilities  Absolute  and  Unconditional.   Guarantor's
liabilities and other  obligations  under this instrument  shall be absolute and
unconditional irrespective of any lack of validity or enforceability of the Note
Agreements,  the Notes, or any other  agreement,  instrument or document related
thereto,  or any  other  defense  available  to  Guarantor  in  respect  of this
instrument.

                                      -3-

<PAGE>


SECTION 6.        REPRESENTATIONS AND WARRANTIES.

         Guarantor  represents  and  warrants  that  (a)  Guarantor  is  a  duly
organized and validly existing  corporation,  in good standing under the laws of
the state of its  incorporation  (as  referenced in the first  paragraph of this
instrument),  and is qualified to do business in each state where it is required
to so qualify;  (b)  Guarantor  has legal power and right to execute and deliver
this  instrument  and to perform  and  observe the  provisions  hereof;  (c) the
officers  executing and delivering  this  instrument on behalf of Guarantor have
been duly authorized to do so, and this instrument,  when executed, is legal and
binding upon  Guarantor in every  respect;  (d) no  litigation  or proceeding is
pending or threatened  against Guarantor before any court or any  administrative
agency which, in the opinion of Guarantor's  counsel,  is reasonably expected to
have a  material  adverse  effect  on  Guarantor;  (e)  Guarantor  has  received
consideration  which is the reasonable  equivalent  value of the obligations and
liabilities that Guarantor has incurred to the Noteholders; (f) Guarantor is not
insolvent  as  defined in any  applicable  state or  federal  statute,  nor will
Guarantor be rendered insolvent by the execution and delivery of this instrument
to the  Noteholders;  (g)  Guarantor  is not  engaged  or about to engage in any
business or transaction  for which the assets  retained by Guarantor shall be an
unreasonably  small capital,  taking into  consideration  the obligations to the
Noteholders  incurred hereunder;  and (h) Guarantor does not intend to, nor does
Guarantor believe that Guarantor will, incur debts beyond Guarantor's ability to
pay them as they mature.

SECTION 7.        DISABILITY OF OBLIGOR.

         Without limiting the generality of any of the other provisions  hereof,
Guarantor  specifically  agrees that upon the  dissolution of any Obligor and/or
the filing or other commencement of any bankruptcy or insolvency proceedings by,
for or against any Obligor, including without limitation, any assignment for the
benefit of creditors or other proceedings  intended to liquidate or rehabilitate
any Obligor,  the Requisite Holders,  in their sole discretion,  may declare the
unpaid principal balance of and accrued interest on the Debt to be forthwith due
and payable in full without  notice.  Upon the  occurrence  of any of the events
enumerated  in the  immediate  preceding  sentence,  Guarantor  shall,  upon the
Noteholders'  demand  whenever  made,  purchase  from the  Noteholders  (without
recourse upon any Noteholder and without  warranties  either express or implied)
the Notes or any  other  evidence  of the Debt for an  amount  equal to the then
unpaid principal balance of and accrued interest on the Debt.

SECTION 8.      WAIVER OF GUARANTOR'S RIGHTS AGAINST THE COMPANY AND COLLATERAL.

         To the extent  permitted  by law,  Guarantor  waives any claim or other
right which Guarantor might now have or hereafter acquire against the Company or
any other Obligor which arises from the existence or  performance of Guarantor's
liabilities  or other  obligations  under this  instrument,  including,  without
limitation, any right of subrogation, reimbursement,  exoneration, contribution,
indemnification,  and any  right to  participate  in any  claim or remedy of any
Noteholder against the Company or any Collateral which any Noteholder now has or
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law.

                                      -4-

<PAGE>

SECTION 9.        MAXIMUM LIABILITY OF GUARANTOR.

         Anything in this Agreement to the contrary notwithstanding, in no event
shall the amount of Guarantor's  liability  hereunder  (or, if  applicable,  the
amount secured by this instrument)  exceed the maximum amount that (after giving
effect  to the  incurring  of the  obligations  hereunder  and to any  rights to
contribution of the undersigned  from other affiliates of the Company) would not
render the rights to payment of the  Noteholders  hereunder  void,  voidable  or
avoidable under any applicable fraudulent transfer law.

SECTION 10.       NOTICE.

         All notices,  requests,  demands and other communications  provided for
hereunder  shall be in writing and, if to Guarantor,  mailed or delivered to it,
addressed  to it at  the  address  specified  on  the  signature  page  of  this
instrument,  if to a  Noteholder,  mailed or delivered  to it,  addressed to the
address of such Noteholder  specified on Schedule I of the Note Agreements.  All
notices,  statements,  requests,  demands and other communications  provided for
hereunder shall be deemed to be given or made when delivered or forty-eight (48)
hours after being  deposited in the mails with postage  prepaid by registered or
certified  mail,  addressed as aforesaid,  or sent by facsimile with  telephonic
confirmation  of receipt,  except that notices from Guarantor to the Noteholders
pursuant to any of the provisions  hereof shall not be effective  until received
by the Noteholders.

SECTION 11.       MISCELLANEOUS.

         This  instrument  shall bind Guarantor and  Guarantor's  successors and
assigns and shall inure to the benefit of each  Noteholder and their  respective
successors and assigns,  including (without  limitation) each holder of any Note
evidencing any Debt. If at any time one or more provisions of this instrument is
or becomes invalid,  illegal or unenforceable in whole or in part, the validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected  or impaired  thereby.  This  instrument  constitutes  a final  written
expression of all of the terms of this  instrument,  is a complete and exclusive
statement of those terms and supersedes all oral  representations,  negotiations
and prior  writings,  if any,  with respect to the subject  matter  hereof.  The
relationship  among (a) Guarantor and (b) the  Noteholders  with respect to this
instrument  is and shall be solely that of debtor and  creditors,  respectively,
and the Noteholders  shall have no fiduciary  obligation  toward  Guarantor with
respect  to  this  instrument  or the  transactions  contemplated  thereby.  The
captions  herein are for  convenience  of reference only and shall be ignored in
interpreting the provisions of this instrument.

SECTION 12.       GOVERNING LAW; SUBMISSION TO JURISDICTION.
         The provisions of this instrument and the respective  rights and duties
of the  Guarantor,  and the  Noteholders  hereunder  shall  be  governed  by and
construed in accordance with Ohio law,  without regard to principles of conflict
of laws. Guarantor hereby irrevocably submits to the non-exclusive  jurisdiction
of any Ohio state or federal court sitting in Cleveland,  Ohio,  over any action
or  proceeding  arising  out  of  or  relating  to  this  instrument,  the  Note
Agreements,  the  Notes or any  document  or  instrument  related  thereto,  and
Guarantor hereby irrevocably agrees that all claims in respect of such action or
proceeding  may be heard and  determined  in such Ohio state or

                                      -5-
<PAGE>

federal  court.  Guarantor  hereby  irrevocably  waives,  to the fullest  extent
permitted  by law, any  objection it may now or hereafter  have to the laying of
venue in any action or  proceeding in any such court as well as any right it may
now or hereafter have to remove such action or proceeding,  once  commenced,  to
another court on the grounds of FORUM NON  CONVENIENS  or  otherwise.  Guarantor
agrees that a final,  nonappealable  judgment  in any such action or  proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law.

SECTION 13.       JURY TRIAL WAIVER.

         Guarantor,  to the extent  permitted by law, waives any right to have a
jury participate in resolving any dispute,  whether sounding in contract,  tort,
or otherwise,  among any of the  Noteholders,  the Company  and/or any guarantor
arising  out  of,  in  connection  with,   related  to,  or  incidental  to  the
relationship  established  between each of them and Guarantor in connection with
this instrument or any note or other agreement,  instrument or document executed
or delivered in connection therewith or the transactions  related thereto.  This
waiver  shall  not  in any  way  affect,  waive,  limit,  amend  or  modify  the
Noteholders'  ability to pursue remedies  pursuant to any confession of judgment
or  cognovit  provision  contained  in this  instrument,  any note or any  other
guaranty of payment, agreement, instrument or document related thereto.

                  [Remainder of Page Intentionally Left Blank]



                                      -6-


<PAGE>


         Signed as of the 5th day of June, 2001.

Address:                                   [GUARANTOR]

7887 Washington Village Drive
Dayton, Ohio 45459                         By
Attention:  Treasurer                      Title
Fax:  (937) 291-7007




                                      -7-