Exhibit 4.24 - Security Agreement Dated July 24, 2001



                               SECURITY AGREEMENT

         THIS SECURITY  AGREEMENT (as the same may from time to time be amended,
restated or otherwise  modified,  this "Agreement") is made as of July 24, 2001,
by CASTING TECHNOLOGY COMPANY, an Indiana general  partnership  ("Pledgor"),  in
favor of KEYBANK  NATIONAL  ASSOCIATION,  as collateral agent (together with its
successors and assigns,  "Collateral Agent"), for the benefit of the Lenders, as
hereinafter defined.

         1.       RECITALS.

         AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation (together with its
successors  and  assigns,  "Borrower"),  the  financial  institutions  listed on
Schedule  1 to the  Credit  Agreement,  as  hereinafter  defined  (collectively,
"Banks" and, individually,  "Bank"), and KEYBANK NATIONAL ASSOCIATION,  as agent
for the Banks under the Credit  Agreement  ("Agent"),  are parties to the Credit
Agreement  pursuant  to which the  Banks  will,  among  other  things,  grant to
Borrower,  for the benefit of  Borrower,  Pledgor and each other  subsidiary  of
Borrower, the Loans and Letters of Credit, as defined in the Credit Agreement.

         Each of the Noteholders,  as hereinafter defined, has purchased certain
notes  from  Borrower,  for the  benefit  of  Borrower  and each  subsidiary  of
Borrower,  including  Pledgor,  in  accordance  with  the  Note  Agreements,  as
hereinafter defined.

         Each of the Line of Credit Lenders,  as hereinafter  defined,  has made
and will  continue to make certain  advances and other  extensions  of credit to
Borrower, for the benefit of Borrower and each subsidiary of Borrower, including
Pledgor,  in  accordance  with  the Line of  Credit  Documents,  as  hereinafter
defined.

         Borrower has requested  that the Credit  Agreement be amended to revise
certain covenants and other provisions  applicable to the Companies,  as defined
in the Credit Agreement.

         Pledgor,  a subsidiary of Borrower  whose  financing is provided by the
financial  accommodations  provided by the Lenders, deems it to be in the direct
pecuniary  and business  interests of Pledgor that  Borrower  continue to obtain
such financial accommodations.

         Pledgor  understands  that Agent,  the Banks and the other  Lenders are
willing to continue to grant or otherwise  continue to make available  financial
accommodations to Borrower, only upon certain terms and conditions, one of which
is that Pledgor grant to  Collateral  Agent,  for the benefit of the Lenders,  a
security  interest  in  and an  assignment  of the  Collateral,  as  hereinafter
defined,  and this Agreement is being executed and delivered in consideration of
each  financial  accommodation  granted to  Borrower by any Lender and for other
valuable considerations.

     2. DEFINITIONS.  As used in this Agreement,  the following terms shall have
the following meanings:


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         "Account"  shall mean (a) all  accounts,  as defined in Chapter 1309 of
the Ohio Revised  Code;  (b)(i) any right to payment now or  hereafter  owing to
Pledgor (including but not limited to any such right to payment by reason of any
lease, sale, manufacture, repair, processing or fabrication of personal property
formerly,  now or hereafter owned or otherwise held by Pledgor, by reason of any
services  formerly,  now or hereafter  rendered by or on behalf of Pledgor or by
reason of any former,  existing  or future  contract  for any such lease,  sale,
manufacture,  repair,  processing,  fabrication  and/or services),  whether such
right to payment be classified by law as an instrument,  chattel paper, contract
right, account, document, general intangible or otherwise; (ii) the security, if
any,  for such right to  payment;  (iii)  Pledgor's  right,  title and  interest
(including, without limitation, all of Pledgor's rights as an unpaid vendor, and
any applicable right of stoppage in transit) in or to the personal property,  if
any,  that is the  subject  of such  right to  payment;  and (iv) all  books and
records pertaining to such right to payment;  and (c) all proceeds of any of the
foregoing, irrespective of the form or kind thereof.

         "Account Debtor" shall mean any Person obligated to pay all or any part
of any Account in any manner and includes  (without  limitation)  any  guarantor
thereof or other accommodation party therefor.

         "Administrative  Expenses" shall mean (a) any and all reasonable costs,
liabilities,  and expenses  (including,  without  limitation,  losses,  damages,
penalties,   claims,  actions,   reasonable  attorneys'  fees,  legal  expenses,
judgments,  suits,  and  disbursements)  incurred by,  imposed upon, or asserted
against,  Collateral  Agent in any  attempt by  Collateral  Agent to (i) obtain,
preserve,  perfect or enforce any security interest evidenced by this Agreement,
any other Collateral  Document or any other Lending Party Document;  (ii) obtain
payment,  performance or observance of any and all of the Obligations;  or (iii)
maintain, insure, audit, collect,  preserve,  repossess or dispose of any of the
Collateral or any other collateral securing the Obligations,  including, without
limitation,  costs and  expenses  for  appraisals,  assessments,  and  audits of
Borrower,  Pledgor or any such  Collateral;  (b) to the extent not  included  in
subpart (a) hereof,  any amounts payable to Collateral Agent pursuant to Section
9A.9 of the  Credit  Agreement;  and  (c) all  costs  liabilities  and  expenses
incidental  or  related to (a) or (b)  hereof,  including,  without  limitation,
interest  thereupon (i) prior to the  occurrence of a Default  Event,  after ten
(10) days after demand  therefor  until paid at the Default  Rate, as defined in
the Credit Agreement, and (ii) after the occurrence of a Default Event, from the
date incurred, imposed or asserted until paid, at the Default Rate.

         "Bank Obligations" shall mean,  collectively,  (a) the Debt (as defined
in the Credit  Agreement),  and (b) all other  Indebtedness or other obligations
incurred by any Company to Agent and the Banks pursuant to the Credit  Agreement
or any other Loan Document,  whether for  principal,  interest,  fees,  costs or
indemnities, and whether now existing or hereafter arising.

         "Cash  Collateral  Account"  shall mean a  commercial  Deposit  Account
designated "cash  collateral  account" and maintained by Pledgor with Collateral
Agent,  without  liability  by  Collateral  Agent or any Lender to pay  interest
thereon,  from which account  Collateral Agent shall have the exclusive right to
withdraw funds until all of the Obligations are paid in full.


<PAGE>

         "Cash Security" shall mean all cash, instruments, Deposit Accounts, and
other cash  equivalents,  whether matured or unmatured,  whether collected or in
the process of  collection,  upon which  Pledgor  presently has or may hereafter
have any  claim,  wherever  located,  including  but not  limited  to any of the
foregoing  that are presently or may  hereafter be existing or maintained  with,
issued by, drawn upon, or in the possession of Collateral Agent or any Lender.

         "Collateral"  shall  mean all of  Pledgor's  existing  and  future  (a)
personal  property;  (b) Accounts,  accounts  receivable,  Investment  Property,
contract rights,  instruments,  chattel paper,  documents,  General Intangibles,
Inventory  and  Equipment;  (c) funds now or  hereafter  on  deposit in the Cash
Collateral  Account,  if any; (d) Cash  Security;  and (e)  Proceeds,  products,
profits, and rents of any of (a) through (d) above.

         "Credit  Agreement"  shall mean the Credit  Agreement  executed  by and
among  Borrower,  Agent and the  Banks  and dated as of the 14th day of  August,
1997,  as  amended  and as the same may from  time to time be  further  amended,
restated or otherwise modified.

         "Default  Event" shall mean a Default  Event,  as defined in the Credit
Agreement.

         "Deposit  Account"  shall  mean (a) any  deposit  account,  and (b) any
demand,  time, savings,  passbook,  or a similar account maintained with a bank,
savings and loan association, credit union, or similar organization.

         "Equipment" shall mean all (a) equipment, as defined in Chapter 1309 of
the Ohio Revised Code, including without limitation,  machinery, motor vehicles,
trade fixtures,  office and other furniture and furnishings;  (b) goods that are
used or bought for use primarily in Pledgor's  business;  (c) goods that are not
consumer  goods,  farm  products (as defined in Chapter 1309 of the Ohio Revised
Code),  or  Inventory;  and (d)  substitutes  or  replacements  for,  and parts,
accessories, additions, attachments, or accessions to (a) through (c) above.

         "General  Intangibles"  shall  mean  all (a)  general  intangibles,  as
defined in Chapter 1309 of the Ohio Revised Code;  (b) choses in action,  causes
of action,  customer  lists,  corporate or other business  records,  inventions,
designs,  patents,  patent  applications,  service marks,  registrations,  trade
names,  trademarks,   copyrights,   goodwill,   computer  software,   rights  to
indemnification  and tax  refunds;  and (c)  Proceeds  of any of the  foregoing,
irrespective of the form or kind thereof.

         "Hedge  Agreement"  shall mean any  currency  swap or hedge  agreement,
interest  rate swap,  cap,  collar or floor  agreement,  or other  interest rate
management  device  entered into by Borrower with Agent or any of the Banks,  or
any of their respective affiliates, in connection with the Debt.

         "Inventory" shall mean all (a) inventory, as defined in Chapter 1309 of
the Ohio  Revised  Code;  (b) goods that are raw  materials;  (c) goods that are
work-in-process;  (d) goods that are materials  used or consumed in the ordinary
course of  Pledgor's  business;  (e) goods that are, in the  ordinary  course of
Pledgor's business, held for sale or lease or furnished or to be furnished under
contracts  of service;  and (f)  substitutes  and  replacements  for, and parts,
accessories, additions, attachments, or accessions to (a) through (e) above.


<PAGE>

         "Investment Property" shall mean all investment property, as defined in
Chapter 1309 of the Ohio Revised Code, unless the Uniform  Commercial Code as in
effect in another  jurisdiction would govern the perfection and/or priority of a
security interest in investment property, and, in such case, investment property
shall be defined in accordance with the law of that jurisdiction.

         "Lender" shall mean any Bank, Noteholder or Line of Credit Lender.

         "Lending Party Documents" shall mean, collectively, the Loan Documents,
as defined in the Credit  Agreement,  the Note Agreements and the Line of Credit
Documents.

         "Line of Credit  Documents"  shall mean the promissory  notes and other
agreements evidencing or relating to the Line of Credit Obligations.

         "Line  of  Credit   Lender"  shall  mean  (a)  each  of  the  financial
institutions  set forth on  Schedule 4 to the Credit  Agreement  so long as such
financial  institution  (i)  is  a  Bank  under  this  Agreement  and  (ii)  has
established  an  unsecured,  discretionary  line of credit for  Borrower and its
Subsidiaries,  or (b) is  financial  institution  that has entered  into a Hedge
Agreement  with Borrower so long as such  financial  institution is a Bank under
this Agreement;  provided that, if any such financial institution ceases to be a
Bank under the Credit  Agreement,  then the Line of Credit  Obligations owing to
such financial institution shall no longer be secured by the Collateral.

         "Line of  Credit  Obligations"  shall  mean all  Indebtedness  or other
obligations  incurred  by Borrower  to the Line of Credit  Lenders,  whether for
principal,  interest,  fees,  costs or indemnities,  and whether now existing or
hereafter  arising;  provided,  however,  that the principal amount owing to any
Line of Credit  Lender shall not exceed the amount set forth  opposite such Line
of Credit Lender's name on Schedule 4 to the Credit Agreement.

         "Note  Agreement"  shall mean any of (a) the Note Agreement dated as of
November 1, 1995, as amended,  executed by Borrower in favor of Principal Mutual
Life Insurance Company,  as Purchaser,  with respect to $25,000,000 7.09% Senior
Notes Due November 7, 2005, and (b) the Note  Agreement  dated as of November 1,
1995,  as amended,  executed by  Borrower in favor of  Northwestern  Mutual Life
Insurance Company, as Purchaser,  with respect to $25,000,000 7.09% Senior Notes
Due November 7, 2005.

         "Noteholder" shall mean Northwestern Mutual Life Insurance Company, and
its successors and assigns, or Principal Mutual Life Insurance Company,  and its
successors and assigns.

         "Noteholders"  shall  mean,  collectively,   Northwestern  Mutual  Life
Insurance  Company  and  Principal  Mutual  Life  Insurance  Company,  and their
respective successors and assigns.

         "Noteholder   Obligations"   shall  mean  all   Indebtedness  or  other
obligations  incurred  by  Borrower  to the  Noteholders  pursuant  to the  Note
Agreements,  whether for principal,  interest,  fees, costs or indemnities,  and
whether now existing or hereafter arising.


<PAGE>

         "Obligations" shall mean, collectively,  (a) the Bank Obligations,  (b)
the  Noteholder  Obligations,  (c) the Line of Credit  Obligations,  and (d) all
Administrative  Expenses and all other  indebtedness  or other  obligations  now
owing or hereafter incurred by Borrower or any other Company to Collateral Agent
pursuant to this Agreement or any of the Collateral Documents.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
joint  venture,  unincorporated  organization,  corporation,  limited  liability
company,  institution,  trust,  estate,  government or other agency or political
subdivision thereof or any other entity.

         "Proceeds"  shall mean (a) any  proceeds,  and (b) whatever is received
upon the sale,  exchange,  collection,  or other  disposition  of  Collateral or
proceeds,  whether cash or non-cash. Cash proceeds includes, without limitation,
moneys, checks, and Deposit Accounts. Proceeds includes, without limitation, any
Account arising when the right to payment is earned under a contract right,  any
insurance payable by reason of loss or damage to the Collateral,  and any return
or unearned  premium upon any  cancellation  of  insurance.  Except as expressly
authorized in this  Agreement,  the right of  Collateral  Agent or any Lender to
Proceeds  specifically set forth herein or indicated in any financing  statement
shall  never  constitute  an  express or  implied  authorization  on the part of
Collateral  Agent or such Lender to Pledgor's  sale,  exchange,  collection,  or
other disposition of any or all of the Collateral.

Except as specifically  defined herein,  all capitalized  terms used herein that
are defined in the Credit Agreement shall have the meanings  ascribed to them in
the Credit Agreement. Unless otherwise defined in this Section 2, terms that are
defined in Chapter  1309 of the Ohio  Revised  Code,  as in effect  from time to
time, are used herein as so defined.

         3. SECURITY INTEREST.  In consideration of and as security for the full
and  complete  payment of all of the  Obligations,  Pledgor  hereby  agrees that
Collateral  Agent, for the benefit of the Lenders,  shall at all times have, and
hereby grants to Collateral  Agent,  for the benefit of the Lenders,  a security
interest  in and an  assignment  of all of the  Collateral,  including  (without
limitation)  all of Pledgor's  future  Collateral,  irrespective  of any lack of
knowledge  by  Collateral  Agent or the Lenders of the  creation or  acquisition
thereof.

     4.  REPRESENTATIONS AND WARRANTIES.  Pledgor hereby represents and warrants
to Collateral Agent and each Lender as follows:

         4.1. Pledgor is a general partnership duly formed, validly existing and
in good standing  under the laws of its state of formation and is duly qualified
to do  business  in each  state in which a failure  to so  qualify  would have a
material adverse effect on Pledgor.

         4.2.  Pledgor  has full  power,  authority  and legal  right to grant a
security interest in or collateral assignment of the Collateral,  to execute and
deliver this Agreement,  and to perform and observe the provisions  hereof.  The
general  partner acting on Pledgor's  behalf has been duly authorized to execute
and  deliver  this  Agreement  and to  execute  and file  appropriate  financing
statements in respect  hereof.  This Agreement is valid and binding upon Pledgor
in accordance with the terms hereof.


<PAGE>

         4.3.  Neither the  execution  and  delivery of this  Agreement  nor the
performance  and observance of the provisions  hereof,  by Pledgor will conflict
with,  or  constitute  a  violation  or  default  under,  any  provision  of any
applicable  law or Pledgor's  certificate  (or  articles) of  incorporation  and
bylaws (or regulations).

         4.4.  Pledgor's  principal  place of business  and the  location  where
Pledgor  keeps  records in respect of the Accounts are set forth on Schedule 4.4
hereto.  Pledgor has places of business or maintains Collateral at the locations
set forth on Schedule 4.4 hereto.

         4.5.  Borrower has  furnished its most recent  financial  statements to
each  Lender and such  financial  statements  are true and  complete,  have been
prepared in accordance  with  generally  accepted  accounting  principles,  in a
manner  consistent  with that used for the immediately  preceding  fiscal period
(except as otherwise noted therein),  and fairly present the financial condition
of the Companies as of the date of such financial  statements and the results of
Borrower's  operations  for the period then ending.  Since such date,  there has
been no material adverse change in any Company's financial  condition,  business
and  properties  other  than such  changes,  if any,  as have been  specifically
disclosed to each Lender in writing.

         4.6.  Except as permitted by Section 5.8 of the Credit  Agreement,  (a)
there is no financing statement outstanding covering the Collateral, or any part
thereof,  other than a financing statement in favor of Collateral Agent, for the
benefit of the Lenders;  (b) none of the  Collateral  is subject to any security
interest or lien of any kind, other than the security interest herein granted to
Collateral  Agent,  for the benefit of the  Lenders,  or  previously  granted to
Collateral  Agent,  for the benefit of the  Lenders;  (c) the  Internal  Revenue
Service has not alleged the nonpayment or  underpayment of any tax by Pledgor or
threatened to make any assessment in respect  thereof that would have a material
adverse effect on Pledgor; and (d) the filing of the U.C.C. financing statements
being  executed in  connection  herewith,  Collateral  Agent will have,  for the
benefit of the Lenders,  a valid and enforceable  first security  interest in or
first priority collateral assignment of the Collateral.

         4.7.  Pledgor  has  received   consideration  that  is  the  reasonable
equivalent value of the obligations and liabilities that Pledgor has incurred to
the Lenders.  Pledgor is not insolvent,  as defined in any  applicable  state or
federal  statute,  nor will Pledgor be rendered  insolvent by the  execution and
delivery of this Agreement to Collateral Agent, or any other documents  executed
and  delivered  to  Collateral  Agent in  connection  herewith.  Pledgor has not
engaged,  nor is Pledgor  about to engage,  in any business or  transaction  for
which the assets retained by it are or will be an  unreasonably  small amount of
capital,  taking into  consideration  the  obligations  to the Lenders  incurred
hereunder.  Pledgor does not intend to, nor does it believe that it will,  incur
debts beyond its ability to pay such debts as they mature.

         4.8.     At the execution and delivery hereof, no Default Event exists.



<PAGE>


         5.  INSURANCE.  Pledgor shall at all times maintain  insurance upon its
Inventory,  Equipment and other personal and real property in such form, written
by such companies,  in such amounts,  for such period, and against such risks as
may  be  acceptable  to  Collateral  Agent,  with  provisions   satisfactory  to
Collateral  Agent, for payment of all losses thereunder to Collateral Agent, for
the benefit of the  Lenders,  and Pledgor as their  interests  may appear  (loss
payable  endorsement  in favor  of  Collateral  Agent,  for the  benefit  of the
Lenders),  and, if required  by  Collateral  Agent,  Pledgor  shall  deposit the
policies with Collateral Agent. Any such policies of insurance shall provide for
no fewer  than  thirty  (30)  days  prior  written  notice  of  cancellation  to
Collateral  Agent. Any sums received by Collateral Agent, for the benefit of the
Lenders, in payment of insurance losses, returns, or unearned premiums under the
policies may, at the option of the Collateral  Agent,  be held as Collateral and
distributed  pursuant to the  Intercreditor  Provisions,  or may be delivered to
Borrower or Pledgor, as appropriate, for the purpose of replacing, repairing, or
restoring the insured property;  provided,  however, that so long as no Event of
Default, as defined in the Credit Agreement,  has occurred, any sums received by
the  Collateral  Agent which are less than the  aggregate  amount of Ten Million
Dollars ($10,000,000),  for all Companies, shall be paid to Borrower or Pledgor,
as  appropriate,  if Borrower so requests,  for the sole purpose of  rebuilding,
replacing or restoring the property that has been damaged or destroyed.  If such
funds  are  delivered  to  Pledgor,  Pledgor  shall  commence  such  rebuilding,
replacing or restoration  within six (6) months of the receipt of such insurance
proceeds and complete  such  rebuilding,  replacing or restoring  within six (6)
months  thereafter,  or such  longer  time as may be  agreed  to in  writing  by
Collateral  Agent. Any sums received by Collateral Agent, for the benefit of the
Lenders, in payment of insurance losses, returns, or unearned premiums under the
policies shall be applied in accordance with the  Intercreditor  Provisions,  as
defined  in the  Credit  Agreement.  In the event of  failure  to  provide  such
insurance as herein provided,  Collateral Agent may, at its option, provide such
insurance  and Pledgor  shall pay to  Collateral  Agent,  upon demand,  the cost
thereof.  Should  Pledgor fail to pay such sum to Collateral  Agent upon demand,
interest  shall accrue  thereon,  from the date of demand until paid in full, at
the Default Rate. Within ten (10) days of any Lender's written request,  Pledgor
shall furnish to such Lender such information about Pledgor's  insurance as such
Lender may from time to time  reasonably  request,  which  information  shall be
prepared  in form and detail  satisfactory  to such  Lender and  certified  by a
Financial Officer of Pledgor.

         6. TAXES AND OTHER PLEDGOR  OBLIGATIONS.  Pledgor shall pay in full (a)
all taxes,  assessments and  governmental  charges and levies in accordance with
Section  5.2 of the Credit  Agreement;  (b) all of its wage  obligations  to its
employees  in  accordance  with  Section  5.2 of the Credit  Agreement;  (c) all
obligations  under the  Employees  Retirement  Income  Security Act of 1974,  as
amended  from  time to  time,  in  accordance  with  Section  5.6 of the  Credit
Agreement; and (d) all of Pledgor's other obligations calling for the payment of
money in accordance with Section 5.2 of the Credit Agreement.



<PAGE>


         7. CORPORATE NAMES AND LOCATION OF COLLATERAL. Pledgor shall not change
its name,  unless, in each case,  Pledgor shall provide Collateral Agent with at
least  thirty (30) days prior  written  notice  thereof.  Except as specified on
Schedule  7  hereto,  Pledgor  shall  not use  trade  names,  assumed  names  or
fictitious names without giving Collateral Agent at least thirty (30) days prior
written  notice  thereof.  Pledgor shall also provide  Collateral  Agent with at
least  thirty  (30) days  prior  written  notification  of (a) any change in any
location  where any of Pledgor's  Inventory or Equipment is  maintained  (except
with respect to changes among existing  locations),  and any new locations where
any of Pledgor's  Inventory or Equipment is to be maintained;  (b) any change in
the location of the office where  Pledgor's  records  pertaining to its Accounts
are kept;  (c) the  location of any new places of business  and the  changing or
closing  of any of its  existing  places  of  business;  and (d) any  change  in
Pledgor's chief executive office. In the event of any of the foregoing,  Pledgor
shall promptly  execute and deliver to Collateral Agent (and Pledgor agrees that
Collateral  Agent may  execute and  deliver  the same as  Pledgor's  irrevocable
attorney-in-fact) new U.C.C.  financing statements describing the Collateral and
otherwise in form and substance sufficient for recordation wherever necessary or
appropriate,  as determined in Collateral Agent's sole discretion, to perfect or
continue perfected the security interest of Collateral Agent, for the benefit of
the Lenders, in the Collateral, based upon such new places of business or names,
and Pledgor shall pay all filing and recording fees and taxes in connection with
the filing or  recordation of such  financing  statements and shall  immediately
reimburse  Collateral  Agent  therefor if Collateral  Agent pays the same.  Such
amounts not so paid or reimbursed shall be Administrative Expenses hereunder.

         8. NOTICE.  Pledgor shall give Collateral  Agent and each Lender prompt
written notice if any Default shall occur  hereunder or if the Internal  Revenue
Service  shall allege the  nonpayment or  underpayment  of any tax by Pledgor or
threaten to make any  assessment  in respect  thereof that would have a material
adverse effect on Pledgor.

         9. FINANCIAL RECORDS.  Pledgor shall (a) maintain at all times true and
complete  financial  records and books of accounts  and,  without  limiting  the
generality of the  foregoing,  prepare  authentic  invoices for all of Pledgor's
Accounts;  (b)  render to  Collateral  Agent,  forthwith  upon each  request  of
Collateral  Agent or any Lender,  such reports of the  Accounts,  as  Collateral
Agent  or any  Lender  may  from  time  to time  reasonably  request;  (c)  give
Collateral  Agent prompt written notice whenever any Account Debtor shall become
in default in any  material  manner or assert any defense or offset with respect
to any material  Account and  whenever  any other  event,  omission or condition
having a material  adverse effect on any material  Account shall occur or arise;
and (d) promptly  forward to Collateral  Agent,  upon the reasonable  request of
Collateral  Agent  or any  Lender  (i) an  aging  report  of the  Accounts  then
outstanding setting forth, in such form and detail and with such representations
and  warranties  as  Collateral  Agent  or such  Lender  may  from  time to time
reasonably  require,  the unpaid  balances of all invoices  billed  respectively
during that period and during each of the three (3) next preceding periods,  and
certified by an officer of Pledgor, and (ii) with respect to Pledgor's Inventory
and any other  Collateral,  such reports and other documents that are reasonably
satisfactory to Collateral Agent and the Lenders.

         10. TRANSFERS, LIENS AND MODIFICATIONS REGARDING COLLATERAL.  Except as
otherwise  permitted  hereunder or in the Credit  Agreement,  Pledgor shall not,
without Collateral Agent's prior written consent, (a) sell, assign, transfer, or
otherwise dispose of, or grant any option with respect to, or create,  incur, or
permit to exist any pledge,  lien, mortgage,  hypothecation,  security interest,
charge,  option or any other  encumbrance with respect to any of the Collateral,
or any  interest  therein,  or any  proceeds  thereof,  except  for the lien and
security  interest  provided for by this  Agreement  and any security  agreement
securing only  Collateral  Agent,  for the benefit of the Lenders;  or (b) enter
into or  assent  to any  amendment,  compromise,  extension,  release  or  other
modification  of any kind of, or  substitution  for, any  material  Account that
would have any material adverse effect on the security  interest granted in such
Account to the Collateral Agent.


<PAGE>


         11.      COLLATERAL.  Pledgor shall:

         (a) at all reasonable times allow Collateral Agent by or through any of
its officers,  agents,  employees,  attorneys,  or  accountants  to (i) examine,
inspect,  and make extracts from Pledgor's  books and other records,  including,
without limitation, the tax returns of Pledgor, (ii) arrange for verification of
Pledgor's Accounts,  under reasonable procedures,  directly with Account Debtors
or by other  methods,  and (iii)  examine and inspect  Pledgor's  Inventory  and
Equipment, wherever located;

         (b) promptly furnish to Collateral Agent upon the reasonable request of
Collateral  Agent (i) additional  statements and information with respect to the
Collateral,  and all writings and  information  relating to or evidencing any of
Pledgor's  Accounts  (including,  without  limitation,   computer  printouts  or
typewritten  reports  listing  the  mailing  addresses  of all  present  Account
Debtors),  and (ii) any other writings and  information as Collateral  Agent may
reasonably request;

         (c) notify Collateral Agent in writing immediately upon the creation of
any Account (in excess of Ten Thousand Dollars  ($10,000)) with respect to which
the Account Debtor is the United States of America or any state, county, city or
other governmental authority or any department, agency or instrumentality of any
of them, or any foreign  government or  instrumentality  thereof or any business
that is located in a foreign country;

         (d) immediately  notify  Collateral Agent in writing of any information
that Pledgor has or may receive with respect to the Collateral that might in any
manner  materially  and  adversely  affect  the value  thereof  or the rights of
Collateral Agent or any Lender with respect thereto;

         (e)  subject  to  Section 14 hereof,  maintain  the  Equipment  in good
operating  condition  and repair,  ordinary wear and tear  excepted,  making all
necessary  replacements  thereof  so that the  value  and  operating  efficiency
thereof  shall at all times be maintained  and  preserved,  and promptly  inform
Collateral  Agent of any material  additions to or deletions from the Equipment;
and

         (f) upon request of  Collateral  Agent,  promptly  take such action and
promptly  make,  execute,  and deliver all such  additional  and further  items,
deeds,  assurances,  instruments and any other writings as Collateral  Agent may
from time to time deem necessary or appropriate,  including, without limitation,
financing  statements and chattel  paper,  to carry into effect the intention of
this Agreement or so as to completely vest in and ensure to Collateral Agent and
the Lenders their rights hereunder and in or to the Collateral.

If  certificates  of title or  applications  for title are issued or outstanding
with respect to any of Pledgor's Inventory or Equipment,  Pledgor shall (i) upon
request of Collateral  Agent,  execute and deliver to  Collateral  Agent a short
form security agreement, in form and substance satisfactory to Collateral Agent,
and (ii) deliver such  certificate or application to Collateral  Agent and cause
the interests of Collateral  Agent and the Lenders to be properly noted thereon.
Pledgor hereby  authorizes  Collateral  Agent or Collateral  Agent's  designated
agent  (but  without   obligation  by  Collateral  Agent  to  do  so)  to  incur
Administrative  Expenses  (whether  prior to, upon, or subsequent to any Default
Event  hereunder),  and Pledgor shall promptly repay,  reimburse,  and indemnify
Collateral Agent for any and all  Administrative  Expenses.  If Pledgor fails to
keep and maintain the Equipment in good operating  condition,  Collateral  Agent
may (but shall not be required  to) so maintain or repair all or any part of the
Equipment  and  the  cost  thereof  shall  be  an  Administrative  Expense.  All
Administrative Expenses are payable to Collateral Agent upon demand therefor.


<PAGE>

         12.  COLLECTIONS AND RECEIPT OF PROCEEDS BY PLEDGOR.  Prior to exercise
by Collateral  Agent,  on behalf of the Required  Lenders,  of the rights of the
Lenders under this Agreement,  both (a) the lawful collection and enforcement of
all of Pledgor's  Accounts,  and (b) the lawful receipt and retention by Pledgor
of all Proceeds of all of Pledgor's Accounts and Inventory shall be as the agent
of Collateral Agent and the Lenders. Upon written notice after the occurrence of
a Default Event to Pledgor from Collateral Agent, acting at the direction of the
Required  Lenders,  a Cash Collateral  Account shall be opened by Pledgor at the
main office of  Collateral  Agent and all such lawful  collections  of Pledgor's
Accounts and such Proceeds of Pledgor's Accounts and Inventory shall be remitted
daily by Pledgor to  Collateral  Agent in the form in which they are received by
Pledgor,  either by mailing or by delivering  such  collections  and Proceeds to
Collateral  Agent,  appropriately  endorsed  for deposit in the Cash  Collateral
Account.  In the event  that such  notice is given to  Pledgor  from  Collateral
Agent,  Pledgor shall not  commingle  such  collections  or Proceeds with any of
Pledgor's other funds or property,  but shall hold such collections and Proceeds
separate and apart therefrom upon an express trust for Collateral Agent. In such
case,  Collateral  Agent shall, at the request of the Required  Lenders,  at any
time and from time to time,  apply all or any portion of the account  balance in
the Cash  Collateral  Account as a credit against the  Obligations in accordance
with the terms and  conditions  of the Credit  Agreement,  after  payment of all
Administrative  Expenses.  If any remittance  shall be  dishonored,  or if, upon
final payment,  any claim with respect thereto shall be made against  Collateral
Agent on its warranties of collection, Collateral Agent may charge the amount of
such item  against  the Cash  Collateral  Account or any other  Deposit  Account
maintained by Pledgor with Collateral Agent, and, in any event,  retain the same
and  Pledgor's  interest  therein as  additional  security for the  Obligations.
Collateral  Agent may, with the consent of the Required  Lenders,  release funds
from the Cash Collateral Account to Pledgor for use in Pledgor's  business.  The
balance  in the  Cash  Collateral  Account  may be  withdrawn  by  Pledgor  upon
termination  of this  Agreement  and  irrevocable  payment in full of all of the
Obligations.  At Collateral Agent's request, Pledgor shall cause all remittances
representing  collections  and Proceeds of Collateral to be mailed to a lock box
in  Cleveland,  Ohio,  to which  Collateral  Agent  shall  have  access  for the
processing  of  such  items  in  accordance  with  the  provisions,  terms,  and
conditions of Collateral Agent's customary lock box agreement.

         13. COLLECTIONS AND RECEIPT OF PROCEEDS BY COLLATERAL AGENT. Collateral
Agent shall,  at all times after the  occurrence  of a Default  Event,  have the
right,  but not the duty,  to collect and enforce any or all of the  Accounts as
Collateral  Agent may deem advisable and, if Collateral  Agent shall at any time
or times  elect to do so in whole or in  part,  Collateral  Agent  shall  not be
liable  to  Pledgor  except  for  willful  misconduct,  if any.  Pledgor  hereby
constitutes  and appoints  Collateral  Agent, or Collateral  Agent's  designated
agent,  as  Pledgor's  attorney-in-fact  to  exercise,  at any  time  after  the
occurrence of a Default Event, all or any of the following  powers which,  being
coupled  with an  interest,  shall be  irrevocable  until the  complete and full
payment of all of the Obligations:


<PAGE>

         (a) to  receive,  retain,  acquire,  take,  endorse,  assign,  deliver,
accept,  and deposit,  in Collateral Agent's name or Pledgor's name, any and all
of Pledgor's cash, instruments,  chattel paper, documents, Proceeds of Accounts,
Proceeds of Inventory,  collection of Accounts,  and any other writings relating
to any of the Collateral.  Pledgor hereby waives presentment,  demand, notice of
dishonor, protest, notice of protest, and any and all other similar notices with
respect  thereto,  regardless of the form of any  endorsement  thereof.  Neither
Collateral  Agent,  Agent nor any Lender shall be bound or obligated to take any
action to preserve any rights therein against prior parties thereto;

         (b) to  transmit  to  Account  Debtors,  on  any  or  all of  Pledgor's
Accounts,  notice of  assignment  to  Collateral  Agent,  for the benefit of the
Lenders,  thereof and the security interest of Collateral Agent, for the benefit
of the  Lenders,  and to  request  from such  Account  Debtors  at any time,  in
Collateral Agent's name or in Pledgor's name,  information  concerning Pledgor's
Accounts and the amounts owing thereon;

         (c) to transmit to  purchasers  of any or all of  Pledgor's  Inventory,
notice of the  security  interest of  Collateral  Agent,  for the benefit of the
Lenders,  and to request from such purchasers at any time, in Collateral Agent's
name or in Pledgor's name,  information  concerning  Pledgor's Inventory and the
amounts owing thereon by such purchasers;

         (d) to notify and require  Account  Debtors on  Pledgor's  Accounts and
purchasers of Pledgor's Inventory to make payment of their indebtedness directly
to Collateral Agent, for the benefit of the Lenders;

         (e) to enter into or assent to such amendment,  compromise,  extension,
release or other  modification of any kind of, or substitution for, the accounts
or any  thereof  as  Collateral  Agent  in its  sole  discretion  may deem to be
advisable;

         (f) to enforce the Accounts or any thereof, or any other Collateral, by
suit or otherwise,  to maintain any such suit or other  proceeding in Collateral
Agent's own name or in  Pledgor's  name,  and to withdraw any such suit or other
proceeding.  Pledgor  agrees to lend every  assistance  requested by  Collateral
Agent in respect of the foregoing, all at no cost or expense to Collateral Agent
or the  Lenders  and  including,  without  limitation,  the  furnishing  of such
witnesses and of such records and other writings as Collateral Agent may require
in  connection  with  making  legal  proof of any  Account.  Pledgor  agrees  to
reimburse  Collateral  Agent in full for all court costs and attorneys' fees and
every other cost,  expense or liability,  if any, incurred or paid by Collateral
Agent or the Lenders in  connection  with the  foregoing,  which  obligation  of
Pledgor shall  constitute  Obligations,  shall be secured by the  Collateral and
shall bear interest, until paid, at the Default Rate; and

         (g) to accept all  collections in any form relating to the  Collateral,
including remittances that may reflect deductions, and to deposit the same, into
Pledgor's Cash Collateral  Account or, at the option of Collateral Agent, at the
direction  of  the  Required  Lenders,  to  apply  them  as  a  payment  on  the
Obligations.


<PAGE>

         14. USE OF INVENTORY AND EQUIPMENT.  Until a Default Event shall occur,
Pledgor may (a) retain  possession of and use its Inventory and Equipment in any
lawful  manner  not  inconsistent   with  this  Agreement  or  with  the  terms,
conditions,  or provisions of any policy of insurance thereon; (b) sell or lease
its Inventory in the ordinary course of business; provided, however, that a sale
or lease in the  ordinary  course of  business  does not  include a transfer  in
partial or total  satisfaction  of any  indebtedness;  (c) use and  consume  raw
materials,  components  or  supplies,  the  use and  consumption  of  which  are
necessary in order to carry on Pledgor's  business;  and (d) sell Equipment that
is obsolete or no longer useful in Pledgor's business.

         15.  RETURNED OR  REPOSSESSED  PROPERTY.  If any  merchandise  or other
property  the  subject of any  Account  shall for any reason be  returned  to or
repossessed  by Pledgor in any manner,  Collateral  Agent  shall  have,  for the
benefit of the Lenders, a security interest in such property as security for the
Obligations.  Pledgor shall receive the same in trust for Collateral Agent, and,
upon  Collateral  Agent's  reasonable  request,  whenever  made,  segregate such
property and label the same as being held for Collateral  Agent and  immediately
give Collateral  Agent a detailed  written notice of such return or repossession
and  the  reason  therefor.  Pledgor  further  agrees  that,  upon  demand  from
Collateral  Agent  after  the  occurrence  of a  Default  Event,  Pledgor  shall
forthwith pay Collateral  Agent in cash an amount equal to each Account relating
to any returned or repossessed  property,  provided that Collateral  Agent shall
thereupon  release  such  Account  and said  property  to Pledgor and apply such
payment to the  Obligations  in accordance  with the terms and conditions of the
Credit Agreement, after payment of all Administrative Expenses.

         16.  MAXIMUM  LIABILITY OF PLEDGOR.  Anything in this  Agreement to the
contrary  notwithstanding,  in no event  shall  the  amount  of the  Obligations
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
Pledgor  from  other  affiliates  of  Borrower)  would not  render the rights to
payment of Agent and the Banks hereunder  void,  voidable or avoidable under any
applicable fraudulent transfer law.

         17. DEFAULT AND REMEDIES.  Upon the occurrence of a Default Event,  and
at all times  thereafter,  Collateral  Agent,  acting on behalf of the  Lenders,
shall have the rights and  remedies of a secured  party  under the Ohio  Revised
Code,  in  addition  to the  rights and  remedies  of a secured  party  provided
elsewhere within this Agreement or in any other Lending Party Document  executed
by Pledgor.  Collateral  Agent may require  Pledgor to assemble the  Collateral,
which  Pledgor  agrees to do, and make it  available  to  Collateral  Agent at a
reasonably  convenient  place to be designated by Collateral  Agent.  Collateral
Agent may, with or without  notice to or demand upon Pledgor and with or without
the aid of legal  process,  make use of such force as may be  necessary to enter
any premises  where the  Collateral,  or any  thereof,  may be found and to take
possession thereof (including anything found in or on the Collateral that is not
specifically  described  in this  Agreement,  each of  which  findings  shall be
considered  to be an  accession  to and a part of the  Collateral)  and for that
purpose  may  pursue  the  Collateral  wherever  the same may be found,  without
liability for trespass or damage caused  thereby to Pledgor.  After any delivery
or taking of  possession  of the  Collateral,  or any thereof,  pursuant to this
Agreement,  then,  with or  without  resort to  Pledgor  or any other  Person or
property,  all of which Pledgor hereby  waives,  and upon such terms and in such
manner  as  Collateral  Agent  may  deem  advisable,  Collateral  Agent,  in its
discretion,  may sell, assign, transfer and deliver any of the Collateral at any
time or, from time to time.  No prior  notice need be given to Pledgor or to any
other  Person  in the  case of any  sale of  Collateral  that  Collateral  Agent
determines  to be  perishable  or to be  declining  speedily in value or that is
customarily  sold in any  recognized  market,  but in any other case  Collateral
Agent shall give  Pledgor no fewer than ten (10) days prior notice of either the
time and place of any public sale of the  Collateral  or of the time after which
any private sale or other intended  disposition  thereof is to be made.  Pledgor
waives  advertisement  of any such sale and  (except to the extent  specifically
required by the preceding  sentence) waives notice of any kind in respect of any
such sale. At any such public sale,  Collateral Agent or any Lender may purchase
the Collateral,  or any part thereof, free from any right of redemption,  all of
which  rights   Pledgor  hereby  waives  and  releases.   After   deducting  all
Administrative  Expenses,  and after paying all claims, if any, secured by liens
having  precedence  over  this  Agreement,  Collateral  Agent  may apply the net
proceeds of each such sale to or toward the payment of the Obligations,  whether
or not then due, in such order and by such division as  Collateral  Agent in its
sole discretion may deem advisable.  Any excess, to the extent permitted by law,
shall be paid to Pledgor,  and the  obligors  on the  Obligations  shall  remain
liable for any deficiency. In addition, Collateral Agent shall at all times have
the right to obtain new  appraisals  of Pledgor or the  Collateral,  the cost of
which shall be paid by Pledgor.


<PAGE>

         18.  INTERPRETATION.  Each  right,  power  or  privilege  specified  or
referred  to in this  Agreement  is  cumulative  and in  addition  to and not in
limitation of any other rights,  powers and privileges that Collateral  Agent or
the Lenders may  otherwise  have or acquire by  operation of law, by contract or
otherwise.  No course of dealing by  Collateral  Agent or the Lenders in respect
of, nor any omission or delay by Collateral Agent or the Lenders in the exercise
of, any right,  power or privilege shall operate as a waiver thereof,  nor shall
any single or partial  exercise of any such right,  power or privilege  preclude
any other or further exercise thereof or of any other right, power or privilege,
as  Collateral  Agent or the Lenders  may  exercise  each such  right,  power or
privilege either  independently or concurrently  with others and as often and in
such order as Collateral Agent and the Required  Lenders may deem expedient.  No
waiver,  consent  or  other  agreement  shall be  deemed  to have  been  made by
Collateral  Agent or the  Lenders or be  binding  upon  Collateral  Agent or the
Lenders in any case unless specifically  granted by Collateral Agent in writing,
and each such writing shall be strictly construed.  If, at any time, one or more
provisions of this Agreement 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.  Pledgor hereby
authorizes  Collateral  Agent to file financing  statements  with respect to the
Collateral. A carbon, photographic,  or other reproduction of this Agreement may
be used as a financing  statement.  The captions to sections herein are inserted
for convenience only and shall be ignored in interpreting the provisions of this
Agreement.

         19. NOTICE.  All notices,  requests,  demands and other  communications
provided  for  hereunder  shall be in  writing  and,  if to  Pledgor,  mailed or
delivered to it, addressed to it at the address  specified on the signature page
of this Agreement,  if to Collateral Agent, mailed or delivered to it, addressed
to it at the address  specified below, or if to any Lender,  mailed or delivered
to it,  addressed  to the address of such Lender  specified  in the  appropriate
Lending Party Documents. 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
Pledgor to  Collateral  Agent or any Lender  pursuant  to any of the  provisions
hereof shall not be effective until received by Collateral Agent or such Lender.
All notices to Collateral Agent shall be sent to: KeyBank National  Association,
as collateral agent, 127 Public Square, Cleveland, Ohio 44114, Attention:  Large
Corporate  Banking (or such other address as  Collateral  Agent shall specify in
writing).


<PAGE>

         20. GOVERNING LAW;  SUBMISSION TO JURISDICTION.  The provisions of this
Agreement and the respective rights and duties of Pledgor,  Collateral Agent and
the Lenders hereunder shall be governed by and construed in accordance with Ohio
law,  without  regard  to  principles  of  conflict  of  laws.   Pledgor  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 Agreement,  any Loan Document or any Related Writing,
and Pledgor hereby  irrevocably agrees that all claims in respect of such action
or proceeding  may be heard and  determined in such Ohio state or federal court.
Pledgor 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.  Pledgor  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.

     21.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon Pledgor
and  Pledgor's  successors  and assigns and shall inure to the benefit of and be
enforceable and exercisable by Collateral Agent on behalf of and for the benefit
of the Lenders and their respective successors and assigns.

         22. TERMINATION.  At such time as the Obligations have been irrevocably
paid in full, the Commitment,  as defined in the Credit  Agreement,  terminated,
and the  Credit  Agreement  terminated  and not  replaced  by any  other  credit
facility with Agent and the Banks,  this  Agreement  shall  terminate  and, upon
written request of Pledgor,  Collateral Agent shall promptly execute and deliver
to Pledgor appropriate termination statements.

     23.  ENTIRE  AGREEMENT.  This  Agreement  integrates  all of the  terms and
conditions as to the  Collateral and  supersedes  all oral  representations  and
negotiations and prior writings with respect to the subject matter hereof.

                  [Remainder of page intentionally left blank.]


<PAGE>


         24. JURY TRIAL WAIVER. PLEDGOR, COLLATERAL AGENT, AGENT AND THE LENDERS
WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG PLEDGOR, COLLATERAL AGENT, AGENT
AND THE LENDERS, 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.

         Executed and delivered at  Dayton , Ohio.

                                          CASTING TECHNOLOGY COMPANY

Address: 9887 Washington Village Drive    By: Amcast Casting Technologies, Inc.,
         Dayton, Ohio 45459                     General Partner
         Attention:  Michael Higgins
                                                By:   /s/ Michael Higgins
                                                Name:     Michael Higgins
                                                Title:    Treasurer



<PAGE>



                                  SCHEDULE 4.4

                                   (Locations)



<PAGE>


                                   SCHEDULE 7

                          (Trade Names, Assumed Names,
                              and Fictitious Names)