Exhibit 4.22 - Collateral Assignment and Security Agreement Dated July 24, 2001


                  COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

         THIS COLLATERAL ASSIGNMENT AND 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
partership ("Pledgor"),  in favor of KEYBANK NATIONAL ASSOCIATION, as collateral
agent (together with its successors and assigns,  the "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 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:



<PAGE>

     "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
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.

         "Assignment" shall mean an Assignment in the form of Exhibit A attached
hereto.

         "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.

         "Collateral"  shall mean,  collectively,  all of Pledgor's existing and
future (a)  patents,  patent  registrations,  patent  applications,  trademarks,
trademark  registrations,  trademark  applications and copyright  registrations,
whether  federal  or state,  including,  but not  limited  to,  those  listed on
Schedule  1  hereto  (as  such  Schedule  1 may  from  time to time be  amended,
supplemented  or  otherwise   modified);   (b)  common  law  trademark   rights,
copyrights,  improvements and inventions; (c) renewals, proceeds on infringement
suits, and rights to sue for past, present and future infringements  relating to
any of the foregoing; (d) goodwill associated with any of the foregoing; and (e)
proceeds of any of the foregoing.

         "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.

         "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.

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



<PAGE>


         "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 a 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.

         "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.


<PAGE>


         "USPTO" shall mean the United  States  Patent and  Trademark  Office in
Washington D.C.

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. GRANT OF ASSIGNMENT AND 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  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.  WARRANTIES  AND  REPRESENTATIONS.  Except  as  otherwise  described  on
Schedule 4 hereof,  Pledgor  represents and warrants to Collateral Agent and the
Lenders that each of the following statements is true and complete:

         (a) Pledgor owns the Collateral and, whether the same are registered or
unregistered, no such Collateral has been adjudged invalid or unenforceable.

     (b) The Collateral set forth in subpart (a) of the "Collateral"  definition
of this Agreement is valid and enforceable.

     (c)  Pledgor  has no  knowledge  of any  claim  that  the use of any of the
Collateral does or may violate the rights of any third person.

         (d) Except for the liens granted in this Agreement, Pledgor is the sole
owner of the right, title and interest in and to the Collateral,  free and clear
of any liens, charges and encumbrances,  including, without limitation, pledges,
assignments,  licenses,  registered user agreements and covenants by Pledgor not
to sue third persons.

         (e)  Pledgor has full  power,  authority  and legal right to pledge the
Collateral and enter into this Agreement and perform its terms.

         (f) Pledgor has used,  and will  continue to use,  for the  duration of
this  Agreement,  proper  statutory  notice  in  connection  with its use of the
Collateral,  except where the failure to do so will not have a material  adverse
effect.



<PAGE>


         5. RIGHT TO USE.  Unless and until there shall have  occurred a Default
Event,  Collateral  Agent, on behalf of the Lenders,  to the extent permitted by
law,  hereby  grants  to  Pledgor  the  exclusive,   royalty-free,   world-wide,
nontransferable  right and license to use the  Collateral  on and in  connection
with  products  manufactured,  distributed,  or  both by or in  connection  with
products sold by Pledgor,  for  Pledgor's  sole benefit and account and for none
other.  Pledgor shall not enter into any  agreement  that is  inconsistent  with
Pledgor's  obligations  under this  Agreement  and shall not  otherwise  sell or
assign  its  interest  in,  or grant any  sublicense  under,  other  than in the
ordinary course of business,  the license granted to Pledgor hereunder,  without
Collateral Agent's prior written consent. Absent such prior written consent, any
such attempted sale or license is null and void.

         6. RIGHT TO INSPECT. Pledgor hereby grants to Collateral Agent, for the
benefit of the Lenders,  and its employees and agents the right,  during regular
business  hours,  to visit  Pledgor's  plants and  facilities  or the plants and
facilities  of any  subcontractors  (to the extent that Pledgor has the right to
grant such right) which manufacture,  inspect, sell or store products sold under
any of the  Collateral,  and to inspect the products and quality control records
relating thereto at reasonable times during regular business hours, at Pledgor's
expense.

     7. STANDARD PATENT AND TRADEMARK USE.  Pledgor shall not use the Collateral
in any manner  that would  jeopardize  the  validity  or legal  status  thereof.
Pledgor  shall comply with all patent  marking  requirements  as specified in 35
U.S.C.ss.287.  Pledgor  shall  further  conform its usage of any  trademarks  to
standard  trademark  usage,  including,  but not limited to, using the trademark
symbols(R),(TM), and SM where appropriate.

         8.       DEFAULT.

         (a) Pledgor expressly  acknowledges that Collateral Agent, on behalf of
the  Banks,  shall  record  this  Agreement  with the  USPTO.  Contemporaneously
herewith,  Pledgor shall execute and deliver to Collateral Agent the Assignment,
which  Assignment shall have no force and effect and shall be held by Collateral
Agent in  escrow  until  the  occurrence  of a Default  Event;  provided,  that,
anything  herein to the  contrary  notwithstanding,  the  security  interest and
collateral  assignment  granted herein shall be effective as of the date of this
Agreement.  After  the  occurrence  of a Default  Event,  the  Assignment  shall
immediately take effect upon certification of such fact by an authorized officer
of  Collateral  Agent in the form  reflected on the fact of the  Assignment  and
Collateral Agent may, in its sole discretion, record the Assignment with USPTO.

         (b) If any  Default  Event  shall have  occurred,  Pledgor  irrevocably
authorizes  and  empowers  Collateral  Agent,  acting  at the  direction  of the
Majority  Banks,  to terminate  Pledgor's use of the  Collateral and to exercise
such rights and remedies as allowed by law.  Without  limiting the generality of
the foregoing,  Collateral Agent may immediately sell at public or private sale,
in a commercially reasonable manner, or otherwise realize upon all or, from time
to time, any of the Collateral  together with the  associated  goodwill,  or any
interest which Pledgor may have therein,  and, after deducting from the proceeds
of sale or other  disposition  of the  Collateral  all expenses  (including  all
reasonable  expenses for attorneys' and brokers' fees and other legal services),
Collateral Agent shall apply the residue of such proceeds against payment of the
Obligations  for the  benefit of the  Lenders in  accordance  with the terms and
conditions of the Credit  Agreement.  Notice of any sale or other disposition of
the Collateral  shall be given to Pledgor at least five (5) business days before
the time of any  intended  public or private  sale or other  disposition  of the
Collateral is to be made, which Pledgor hereby agrees shall be reasonable notice
of such  sale or  other  disposition.  At any such  sale or  other  disposition,
Collateral Agent or any Lender may, to the extent  permissible  under applicable
law,  purchase the whole or any part of the Collateral sold, free from any right
of redemption on the part of Pledgor, which right is hereby waived and released.


<PAGE>


         9.  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 Collateral
Agent shall  execute and  deliver to Pledgor all deeds,  assignments,  and other
instruments as may be necessary or proper to release Collateral Agent's security
interest in and  assignment  of the  Collateral  and to re-vest in Pledgor  full
title to the Collateral,  subject to any disposition thereof which may have been
made by Collateral Agent, for the benefit of the Lenders, pursuant hereto.

         10.  MAINTAINING  COLLATERAL,  ATTORNEYS'  FEES,  COSTS  AND  EXPENSES.
Pledgor  shall have the  obligation  and duty to perform all acts  necessary  to
maintain  or  preserve  the  Collateral,  provided  that  Pledgor  shall  not be
obligated to maintain any  Collateral  in the event Pledgor  determines,  in the
reasonable business judgment of Pledgor, that the maintenance of such Collateral
is no longer necessary in Pledgor's business. Any and all reasonable fees, costs
and expenses,  of whatever kind or nature,  including,  without limitation,  the
attorneys' fees and legal expenses  incurred by Collateral Agent and the Lenders
in  connection  with  the  amendment  and  enforcement  of this  Agreement,  all
renewals,  required  affidavits and all other documents  relating hereto and the
consummation  of this  transaction,  the filing or  recording  of any  documents
(including all taxes in connection  therewith) in public offices, the payment or
discharge  of  any  taxes,  counsel  fees,  maintenance  fees,  encumbrances  or
otherwise protecting,  maintaining or preserving the Collateral, or in defending
or  prosecuting  any  actions or  proceedings  arising  out of or related to the
Collateral, shall be borne and paid by Pledgor, upon demand by Collateral Agent,
and, until so paid, shall be added to the principal amount of the Obligations.

         11. PLEDGOR'S  OBLIGATIONS TO PROSECUTE.  Except as otherwise agreed to
by Collateral  Agent in writing and subject to Section 10 hereof,  Pledgor shall
have the duty to  prosecute  diligently  any  patent  application  or  trademark
application  pending as of the date of this  Agreement or  thereafter  until the
Obligations  shall have been paid in full, to file and prosecute  opposition and
cancellation  proceedings  and to do any and all acts  which  are  necessary  or
desirable to preserve and maintain all rights in the  Collateral in all material
respects,  including,  but not limited to, payment of any maintenance  fees. Any
expenses  incurred in connection with the Collateral  shall be borne by Pledgor.
Pledgor shall not abandon any  Collateral  without the prior written  consent of
Collateral  Agent,  unless  such  abandonment  will not have a material  adverse
effect on Pledgor or such abandonment is in connection with the abandonment of a
product or product line.

         12. COLLATERAL AGENT'S RIGHTS TO ENFORCE.  Pledgor shall have the right
to bring any opposition proceedings,  cancellation proceedings or lawsuit in its
own name to enforce or protect the Collateral.  Collateral Agent and the Lenders
shall have the right, but shall have no obligation,  to join in any such action.
Pledgor shall promptly,  upon demand,  reimburse and indemnify  Collateral Agent
and the Lenders for all damages,  costs and expenses,  including attorneys' fees
incurred by Collateral  Agent and the Lenders in connection  with the provisions
of this Section 12, in the event  Collateral Agent and the Lenders elect to join
in any such action commenced by Pledgor.



<PAGE>


         13.  POWER  OF  ATTORNEY.   Pledgor  hereby   authorizes  and  empowers
Collateral  Agent,  acting on behalf of the  Lenders,  to make,  constitute  and
appoint any officer or agent of Collateral Agent as Collateral Agent may select,
in its exclusive discretion, as Pledgor's true and lawful attorney-in-fact, with
the power to endorse, after the occurrence of a Default Event, Pledgor's name on
all  applications,  documents,  papers and instruments  necessary for Collateral
Agent, on behalf of the Lenders, to use the Collateral, or to grant or issue any
exclusive or  nonexclusive  license under the Collateral to any third party,  or
necessary for Collateral  Agent,  on behalf of the Lenders,  to assign,  pledge,
convey or otherwise  transfer  title in or dispose of the  Collateral,  together
with  associated  goodwill to a third party or parties.  Pledgor hereby ratifies
all that such attorney  shall  lawfully do or cause to be done by virtue hereof.
This power of attorney shall be irrevocable for the life of this Agreement.

         14. COLLATERAL AGENT'S RIGHT TO PERFORM  OBLIGATIONS.  If Pledgor fails
to comply with any of its obligations  under this Agreement,  Collateral  Agent,
acting  on  behalf  of the  Lenders,  may,  but is not  obligated  to,  do so in
Pledgor's  name or in Collateral  Agent's name,  but at Pledgor's  expense,  and
Pledgor  hereby agrees to reimburse  Collateral  Agent on demand in full for all
expenses,  including reasonable attorneys' fees, incurred by Collateral Agent in
protecting, defending and maintaining the Collateral.

         15.  ADDITIONAL  DOCUMENTS.  Pledgor  shall,  upon  written  request of
Collateral Agent, enter into such additional  documents or instruments as may be
required by  Collateral  Agent in order to  effectuate,  evidence or perfect the
interests of Collateral  Agent and the Lenders in the Collateral as evidenced by
this Agreement.

         16.  NEW  COLLATERAL.  If,  before  the  Obligations  shall  have  been
satisfied  in full,  Pledgor  shall  obtain  rights to any new  Collateral,  the
provisions  of Section 1 shall  automatically  apply thereto as if the same were
identified on Schedule 1 as of the date hereof and Pledgor shall give Collateral
Agent prompt written notice thereof.

         17.   MODIFICATION  FOR  NEW  COLLATERAL.   Pledgor  hereby  authorizes
Collateral Agent to modify this Agreement by amending  Schedule 1 to include any
future Collateral as contemplated by Sections 1 and 16 hereof and, at Collateral
Agent's request,  Pledgor shall execute any documents or instruments required by
Collateral  Agent in order to modify this  Agreement as provided in this Section
17, provided that any such modification to Schedule 1 shall be effective without
the signature of Pledgor.

         18. NO WAIVER.  No course of dealing  between  Pledgor  and  Collateral
Agent and the Lenders, nor any failure to exercise, nor any delay in exercising,
on the part of Collateral  Agent or the Lenders,  any right,  power or privilege
hereunder,  under any of the  Lending  Party  Documents,  or any other  document
executed  in  connection  with any of the  foregoing  shall  operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.



<PAGE>


     19. REMEDIES CUMULATIVE. All of the rights and remedies of Collateral Agent
and the Lenders with respect to the Collateral, whether established hereby or by
any other Lending Party Document,  or by any other agreements or by law shall be
cumulative and may be executed singularly or concurrently.

         20. SEVERABILITY.  The provisions of this Agreement are severable, and,
if any clause or provision shall be held invalid and  unenforceable  in whole or
in part in any  jurisdiction,  then such  invalidity or  unenforceability  shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction,  or any  other  clause  or  provision  of  this  Agreement  in any
jurisdiction.

         21. MODIFICATIONS.  This Agreement may be amended or modified only by a
writing signed by the parties hereto, except as provided in Section 17 above. In
the event  that any  provision  herein is  deemed  to be  inconsistent  with any
provision of any other Lending Party Documents (other than the Credit Agreement)
relating to the Collateral, the provisions of this Agreement shall control.

         22.  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit
of and be binding upon the respective  successors  and permitted  assigns of the
parties,  except  that  Pledgor  may not  assign  any of its  rights  or  duties
hereunder  without the prior written consent of Collateral  Agent. Any attempted
assignment  or transfer  without the prior written  consent of Collateral  Agent
shall be null and void.

         23. 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).

         24. GOVERNING  LAW/JURISDICTION.  This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of Ohio, without regard to principles of conflicts of law.
Pledgor hereby  consents to the personal  jurisdiction  of the state and federal
courts of the State of Ohio in connection with any  controversy  related to this
Agreement,  waives any argument that venue in such forums is not  convenient and
agrees that any litigation  initiated by Pledgor against Collateral Agent or any
Lender shall be venued in the State or Federal District Courts of Ohio.



<PAGE>


         25.  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.

                  [Remainder of page intentionally left blank.]


<PAGE>


         26. 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.

         IN WITNESS  WHEREOF,  the undersigned has executed this Agreement as of
the date first written above.


                                          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



Acknowledged and consented to by:

KEYBANK NATIONAL ASSOCIATION,
as Collateral Agent


By:   /s/ Dale A. Clayton

Name:     Dale A. Clayton

Title:    Vice President




<PAGE>


                                   SCHEDULE 1




<PAGE>


                                    EXHIBIT A

                               FORM OF ASSIGNMENT

THIS DOCUMENT SHALL BE HELD BY COLLATERAL  AGENT,  FOR THE BENEFIT OF THE BANKS,
IN ESCROW  PURSUANT TO AND IN ACCORDANCE  WITH THE  PROVISIONS OF THE COLLATERAL
ASSIGNMENT AND SECURITY  AGREEMENT (THE  "AGREEMENT"),  DATED AS OF JULY , 2001,
EXECUTED  BY  CASTING  TECHNOLOGY   COMPANY,   AN  INDIANA  GENERAL  PARTNERSHIP
("PLEDGOR"),  IN FAVOR OF KEYBANK NATIONAL ASSOCIATION,  AS COLLATERAL AGENT FOR
THE  BANKS,  AS DEFINED  IN THE  AGREEMENT  (TOGETHER  WITH ITS  SUCCESSORS  AND
ASSIGNS,  "COLLATERAL  AGENT").  BY SIGNING  IN THE SPACE  PROVIDED  BELOW,  THE
UNDERSIGNED  OFFICER OF COLLATERAL AGENT CERTIFIES THAT AN EVENT OF DEFAULT,  AS
DEFINED IN THE AGREEMENT,  HAS OCCURRED AND THAT COLLATERAL AGENT HAS ELECTED TO
TAKE POSSESSION OF THE COLLATERAL, AS DEFINED BELOW, AND TO RECORD THIS DOCUMENT
WITH THE UNITED  STATES  PATENT AND  TRADEMARK  OFFICE.  UPON  RECORDING OF THIS
DOCUMENT WITH THE UNITED STATES PATENT AND TRADEMARK  OFFICE,  THIS LEGEND SHALL
CEASE TO HAVE ANY FORCE OR EFFECT.

                                                  KEYBANK NATIONAL ASSOCIATION,
                                                  as Collateral Agent


                                                  By:


                                                  Title:


                                                  Date:


                                   ASSIGNMENT

         WHEREAS,  CASTING TECHNOLOGY  COMPANY,  an Indiana general  partnership
("Pledgor"), is the owner of the Collateral, as hereinafter defined;

         WHEREAS,  Pledgor has  executed a  Collateral  Assignment  and Security
Agreement,  dated  as of  July , 2001  (as the  same  may  from  time to time be
amended,  restated or otherwise modified, the "Agreement"),  in favor of KEYBANK
NATIONAL  ASSOCIATION,  as  collateral  agent for the  Banks,  as defined in the
Agreement  (together  with its  successors  and  assigns,  "Collateral  Agent"),
pursuant to which  Pledgor has granted to Collateral  Agent,  for the benefit of
the Banks, a security interest in and collateral assignment of the Collateral as
security for the Obligations, as defined in the Agreement;

         WHEREAS,  the  Agreement  provides  that the  security  interest in and
collateral  assignment  of the  Collateral  is  effective  as of the date of the
Agreement;



<PAGE>


         WHEREAS,  the  Agreement  provides  that this  Assignment  shall become
effective upon the  occurrence of a Default Event,  as defined in the Agreement,
and Collateral Agent's election to take actual title to the Collateral;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby  acknowledged,  and intending to be legally bound
hereby,  Pledgor, its successors and assigns,  subject to the limitations stated
in the paragraph  immediately  following,  does hereby transfer,  assign and set
over unto Collateral  Agent,  for the benefit of the Banks, and their respective
successors, transferees and assigns, all of its existing and future (a) patents,
patent registrations, patent applications,  trademarks, trademark registrations,
trademark  applications and copyright  registrations,  whether federal or state;
(b) common law trademark rights,  copyrights,  improvements and inventions;  (c)
renewals,  proceeds on infringement  suits, and rights to sue for past,  present
and  future  infringements  relating  to  any  of the  foregoing;  (d)  goodwill
associated  with any of the foregoing;  and (e) proceeds of any of the foregoing
(collectively, the "Collateral"),  including, but not limited to, the Collateral
listed on Schedule 1 hereto that is  registered  in the United States Patent and
Trademark  Office  in  Washington  D.C.  or  that  is  the  subject  of  pending
applications in the United States Patent and Trademark Office.

         This  Assignment  shall be  effective  only  upon  certification  of an
authorized  officer of Collateral  Agent, as provided above,  that (a) a Default
Event, as defined in the Agreement,  has occurred,  and (b) Collateral Agent, on
behalf of the Banks, has elected to take actual title to the Collateral.

         IN WITNESS  WHEREOF,  the  undersigned  has caused this Agreement to be
executed by its duly authorized officer on July 24th, 2001.

                                        CASTING TECHNOLOGY COMPANY

                                        By:  Amcast Casting Technologies, Inc.,
                                                  General Partner

                                             By:   /s/ Michael G. Higgins
                                        Name:     Michael G. Higgins

                                             Title:    Treasurer






<PAGE>







                                   SCHEDULE 1
                                       TO
                                   ASSIGNMENT