Exhibit 4.23 - Pledge Agreement dated July 24, 2001


                                PLEDGE AGREEMENT


         THIS  PLEDGE  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  ("Borrower"),  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 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  interest of Pledgor that Borrower continue to obtain the
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
Borrower 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.

         "Collateral" shall mean, collectively,  the Pledged Securities and each
addition,  if any, thereto and each substitution,  if any, therefor, in whole or
in  part,  the  certificates  representing  the  Pledged  Securities,   and  the
dividends,  cash,  instruments and other property  distributed in respect of and
other 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.

         "Foreign  Subsidiary" shall mean a Subsidiary that is organized outside
of the United States.

         "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.

         "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.


<PAGE>


         "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>


         "Pledged  Securities" shall mean,  subject to Section 7 hereof,  all of
the shares of stock or other equity interest of each Subsidiary of Pledgor owned
by Pledgor, as listed on Exhibit A hereto, and all additional shares of stock or
other equity  interest of each  Subsidiary of Pledgor owned by Pledgor from time
to time or acquired by Pledgor in any manner; provided that Pledgor shall not be
required to pledge more than sixty-five  percent (65%) of the shares of stock or
other equity interest of any Foreign Subsidiary.

Except as specifically  defined herein,  capitalized  terms used herein that are
defined in the Credit Agreement shall have their respective meanings ascribed to
them in the Credit Agreement.  Unless otherwise defined in this Section 1, terms
that are defined in Chapter 1308 or 1309 of the Ohio Revised  Code, as in effect
from time to time, are used herein as so defined.

         3. SECURITY  INTEREST.  Pledgor hereby grants to Collateral  Agent, for
the benefit of the Lenders,  a security  interest in the  Collateral as security
for the  Obligations.  For the better  protection  of  Collateral  Agent and the
Lenders hereunder, Pledgor has executed appropriate transfer powers, in the form
of Exhibit B hereto,  with respect to the Pledged  Securities and,  concurrently
herewith, is depositing the Pledged Securities and the aforesaid transfer powers
with  Collateral  Agent  for the  benefit  of the  Lenders.  Pledgor  authorizes
Collateral  Agent,  at any time  after the  occurrence  of a Default  Event,  to
transfer the Pledged  Securities into the name of Collateral Agent or Collateral
Agent's nominee, but Collateral Agent shall be under no duty to do so.

     4.  PLEDGOR'S  REPRESENTATIONS  AND  WARRANTIES.   Pledgor  represents  and
warrants to Collateral Agent and the Lenders as follows:

         4.1.  Pledgor is the legal record and beneficial owner of, and has good
and marketable title to, the Pledged Securities,  and the Pledged Securities are
not subject to any pledge,  lien,  mortgage,  hypothecation,  security interest,
charge, option, warrant, or other encumbrance  whatsoever,  nor to any agreement
purporting  to grant to any third party a security  interest in the  property or
assets of  Pledgor  that  would  include  such  Pledged  Securities,  except the
security  interest  created  by  this  Agreement  or  otherwise   securing  only
Collateral Agent and the Lenders.

     4.2. All of the Pledged  Securities  have been duly  authorized and validly
issued, and are fully paid and non-assessable.

     4.3. Pledgor has full power,  authority and legal right to grant a security
interest  in all of the  Pledged  Securities  pursuant  to  the  terms  of  this
Agreement.

         4.4. No consent, license, permit, approval or authorization,  filing or
declaration with any governmental authority, domestic or foreign, and no consent
of any other party is required to be obtained by Pledgor in connection  with the
pledge of the Pledged Securities hereunder as of the effective date as described
in Section 2.9(b) of the Credit Agreement (the "Pledge  Effective  Date"),  that
has not been obtained or made, and is not in full force and effect.

         4.5.  The pledge,  assignment  and  delivery of the Pledged  Securities
hereunder creates, when the Pledged Securities have been delivered to Collateral
Agent,  or, with  respect to the  Pledged  Securities  of a Foreign  Subsidiary,
registration  of such  interest,  if  appropriate,  a valid first lien on, and a
first perfected  security  interest in, the Pledged  Securities and the proceeds
thereof, effective as of the Pledge Effective Date.



<PAGE>


         4.6. The Pledged  Securities  constitute (a) one hundred percent (100%)
of the shares of stock or other equity interest of each Subsidiary  other than a
Foreign  Subsidiary and (b)  sixty-five  percent (65%) of the shares of stock or
other equity interest of each Foreign  Subsidiary (one hundred percent (100%) if
there would be no adverse tax consequence).

     4.7. Pledgor fully  anticipates that the Obligations will be repaid without
the necessity of selling the Pledged Securities.

         4.8.  Pledgor  has  received   consideration  that  is  the  reasonable
equivalent value of the obligations and liabilities that Pledgor has incurred to
Collateral  Agent and 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 for the benefit
of the  Lenders.  Pledgor is not  engaged or about to engage in any  business or
transaction  for  which  the  assets  retained  by  Pledgor  are or  will  be an
unreasonably small amount of capital,  taking into consideration the obligations
to Collateral Agent and the Lenders incurred hereunder.  Pledgor does not intend
to incur debts beyond Pledgor's ability to pay them as they mature.

         4.9. If the Pledged  Securities are "restricted"  within the meaning of
Rule 144, or any amendment  thereof,  promulgated  under the  Securities  Act of
1933, as amended (the "Securities Act"), as determined by counsel for Collateral
Agent,  Pledgor  further  represents  and warrants that (a) Pledgor has been the
beneficial  owner of the  Pledged  Securities  for a period  of at least two (2)
years  prior  to  the  date  hereof,  (b)  the  full  purchase  price  or  other
consideration for the Pledged Securities has been paid or given at least two (2)
years prior to the date hereof,  and (c) Pledgor does not have a short  position
in or any put or other option to dispose of any  securities of the same class as
the Pledged  Securities or any other  securities  convertible into securities of
such class.

         5.  SALE OF  COLLATERAL.  If a Default  Event  shall  occur  hereunder,
Collateral  Agent,  acting at the  direction  of the Required  Lenders,  may, in
Collateral  Agent's  discretion  and  upon  such  terms  and in such  manner  as
Collateral Agent shall deem advisable,  sell,  assign,  transfer and deliver the
Collateral, or any part thereof, and, in each case, Collateral Agent shall apply
the net proceeds of the sale thereof to the Obligations,  in accordance with the
terms and  conditions  of the Credit  Agreement,  whether  or not due.  No prior
notice  need be given to Pledgor or any other  Person in the case of any sale of
Collateral  that  Collateral  Agent,  in good faith,  determines to be declining
speedily in value or that is customarily  sold at any securities  exchange or in
the over-the-counter market or in any other recognized market; but, in any other
case, Collateral Agent shall give Pledgor not fewer than five (5) Business Days'
prior  notice of either the date after which any  intended  private  sale may be
made  or the  time  and  place  of any  intended  public  sale.  Pledgor  waives
advertisement  of sale  and,  except to the  extent  required  by the  preceding
sentence,  waives notice of any kind in respect of any sale. At any public sale,
Collateral Agent or any of the Lenders may purchase the Collateral,  or any part
thereof,  free from any right of redemption,  which rights are hereby waived and
released.



<PAGE>


         6. TERM OF AGREEMENT. Irrespective of any action, omission or course of
dealing whatever by Collateral Agent or the Lenders, this Agreement shall remain
in full force and effect until  terminated in accordance with Section 16 hereof.
Without  limiting the generality of the  foregoing,  Pledgor agrees that neither
Collateral  Agent nor any Lender shall have any duty to make any  presentment or
collection,  or to  preserve  any  right  of any  kind,  with  reference  to the
Collateral.

         7. FOREIGN SUBSIDIARIES.  Notwithstanding anything in this Agreement or
elsewhere to the contrary, (a) Pledgor shall not be required to pledge more than
sixty-five  percent (65%) of the shares of stock or other equity interest of any
Foreign  Subsidiary,  and (b) no Foreign  Subsidiary shall be required to pledge
the stock or other  equity  interest of any other  Foreign  Subsidiary  if there
would be any adverse tax consequences resulting therefrom.

         8.       ADDITIONAL COVENANTS OF PLEDGOR.

         8.1.  Pledgor  covenants  and  agrees to defend  the  right,  title and
security  interest  of  Collateral  Agent and the  Lenders in and to the Pledged
Securities and the proceeds  thereof,  and to maintain and preserve the lien and
security  interest  provided for by this Agreement against the claim and demands
of all Persons, so long as this Agreement shall remain in effect.

         8.2.  Pledgor  covenants  and  agrees  not to sell,  assign,  transfer,
exchange,  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 Pledged  Securities,  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 and the Lenders.

         8.3. Pledgor covenants and agrees (a) to cooperate, in good faith, with
Collateral  Agent and the  Lenders  and to do or cause to be done all such other
acts as may be  necessary  to  enforce  the rights of  Collateral  Agent and the
Lenders under this Agreement, (b) not to take any action, or to fail to take any
action that would be adverse to the interest of Collateral Agent and the Lenders
in the  Collateral  and  hereunder,  and (c) to make  any  sale or  sales of any
portion or all of the Pledged  Securities  valid and  binding and in  compliance
with any and all  applicable  laws,  regulations,  orders,  writs,  injunctions,
decrees  or  awards  of  any  and  all  courts,   arbitrators  or   governmental
instrumentalities,  domestic or foreign,  having jurisdiction over any such sale
or sales at Pledgor's expense.

     9.  PLEDGOR'S  RIGHT.  As long as no Default  Event  shall  have  occurred,
Pledgor  shall be  entitled  from  time to time to vote and give  consents  with
respect to the Pledged Securities or any part thereof.



<PAGE>


         10. ATTORNEY-IN-FACT. Pledgor hereby authorizes and empowers Collateral
Agent, 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  Pledgor's name on all applications,  documents,  papers and instruments
necessary for  Collateral  Agent to take actions with respect to the  Collateral
after the occurrence of a Default Event, including, without limitation,  actions
necessary for Collateral Agent to assign,  pledge,  convey or otherwise transfer
title in or dispose of the Collateral to any Person.  Pledgor  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.

         11.  COSTS AND  EXPENSES.  If Pledgor  fails to comply  with any of its
obligations  hereunder,  Collateral  Agent  may 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 and the Lenders in full for all expenses,  including
reasonable  attorneys'  fees,  incurred by  Collateral  Agent and the Lenders in
protecting,  defending and  maintaining  the  Collateral.  Without  limiting the
foregoing,  any and all reasonable fees, costs and expenses, of whatever kind or
nature,  including  the  reasonable  attorneys'  fees and  expenses  incurred in
connection with the filing or recording of any documents (including all taxes in
connection  therewith) in public offices, the payment or discharge of any taxes,
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 on demand by Collateral Agent.

         12. 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).

         13.  INTERPRETATION.  Each  right,  power  or  privilege  specified  or
referred to in this  Agreement  is in addition to any other  rights,  powers and
privileges that Collateral Agent or the Lenders may have or acquire by operation
of law, by other contract or otherwise.  No course of dealing in respect of, nor
any  omission or delay in the  exercise  of, any right,  power or  privilege  by
Collateral  Agent and the Lenders shall operate as a waiver  thereof,  nor shall
any single or partial  exercise  thereof  preclude any further or other exercise
thereof or of any other,  as each right,  power or privilege may be exercised by
Collateral Agent and the Lenders either independently or concurrently with other
rights, powers and privileges and as often and in such order as Collateral Agent
and the Lenders may deem  expedient.  No waiver or consent granted by Collateral
Agent and the  Lenders  in  respect  of this  Agreement  shall be  binding  upon
Collateral Agent or the Lenders unless  specifically  granted in writing,  which
writing shall be strictly construed.

     14.  ASSIGNMENT AND  SUCCESSORS.  This  Agreement  shall not be assigned by
Pledgor without the prior written  consent of Collateral  Agent and the Lenders.
This Agreement  shall bind the  successors and permitted  assigns of Pledgor and
shall benefit the respective  successors and assigns of Collateral Agent and the
Lenders.


<PAGE>

     15. SEVERABILITY. 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.

         16. 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 Collateral  Agent and the Lenders,  this Agreement shall terminate
and,  upon  request of  Pledgor,  Collateral  Agent shall  promptly  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  that may have  been  made by
Collateral Agent pursuant hereto.

         17. 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, on behalf of itself and its Subsidiaries, 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.

         18.  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>


19. 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.



<PAGE>


         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>



                                       10

                                    EXHIBIT A

                               PLEDGED SECURITIES

Name of Subsidiary          Number of Shares                 Certificate Number



<PAGE>



                                    EXHIBIT B

                                     FORM OF
                              STOCK TRANSFER POWER


         FOR VALUE  RECEIVED,                                      hereby sells,
assigns  and  transfers  unto                       (         )  Shares  of  the
                                       Capital              Stock             of
standing in                                  name on the
books of said general  partnership and represented by Certificate No.
herewith    and    does    hereby    irrevocably    constitute    and    appoint
                                attorney to transfer the said stock on the books
of the within named general  partnership  with full power of substitution in the
premises.


                                       CASTING TECHNOLOGY COMPANY

                                       By:  Amcast Casting Technologies, Inc.,
                                               General Partner

Dated:                                 By:

                                       Name:

                                       Title: