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                                                                   Exhibit 10.37

                    SETTLEMENT AGREEMENT, RELEASE AND WAIVER

         THIS SETTLEMENT AGREEMENT, RELEASE AND WAIVER ("Agreement") is executed
this 27th day of October, 2003. It is intended to resolve any and all
differences and disputes between JEFFREY H. BERLIN, an individual residing at 20
Timber Ridge Drive, Chagrin Falls, Ohio 44022, referred to in this Agreement as
"Berlin", and HAWK CORPORATION, a Delaware corporation whose principal address
is 200 Public Square, Suite 30-5000, Cleveland, Ohio 44114, referred to in this
Agreement as "Hawk", arising out of the employment relationship between Berlin
and Hawk and out of events which have occurred on or before the date of this
Agreement.

                                R E C I T A L S :

         Berlin was employed by Hawk since 1991. He served as the President and
Chief Operating Officer of Hawk until May 20, 2003, and has been an employee of
Hawk, with no title, since that date.

         Berlin and Hawk now desire to resolve all matters arising out of his
employment at Hawk, and the amount of compensation, if any, due to Berlin from
Hawk. In order to do so, Berlin and Hawk agree as follows:

1.                CONTINUING EMPLOYMENT, TERMINATION OF EMPLOYMENT RELATIONSHIP;
                  CONSULTING.

(a)               Effective as of the date of this Agreement (the "Effective
Date") and through the later of January 30, 2004 or the date immediately
following the date of grant of new options issued in respect of the Offer to
Exchange as defined in Section 3(a) (as may be adjusted pursuant to Section
1(d), the "Employment Period"), Berlin shall continue as an employee of Hawk. He
will no longer serve as an officer of the company, nor shall Berlin have the
authority to bind Hawk, its subsidiaries or affiliates in any manner. During the
Employment Period, he will directly report to Ronald E. Weinberg, Hawk's
Chairman of the Board, Chief Executive Officer and President ("Weinberg").

(b)               During the Employment Period, Berlin shall be available on a
reasonable basis during normal business hours to perform work on such special
projects as may be agreed upon by Berlin and Weinberg or his designee. During
the Employment Period, Berlin shall work on all ongoing projects set forth on
Exhibit A and such other special projects, shall provide reasonable work
summaries upon request to Hawk and shall provide continuing services on related
matters.

(c)               Subject to Section 1(d), the employment relationship between
Berlin and Hawk shall be automatically terminated on the later of January 30,
2004 or the date immediately following the date of grant of new options issued
in respect of the Offer to Exchange as defined in Section 3(a) at which time
Berlin shall be deemed to have resigned voluntarily. No additional action on the
part of Berlin is necessary to effect this resignation. As of January 31, 2004
and

<PAGE>

through July 1, 2004 (as may be adjusted pursuant to Section 1(d), the
"Consulting Period"), Berlin shall continue to serve Hawk as a consultant, upon
the terms and conditions hereinafter set forth.

(d)               If Berlin accepts other employment during the Employment
Period, (i) he shall promptly notify Hawk, (ii) the Employment Period shall
immediately terminate effective the date Berlin's other employment commences and
(iii) the Consulting Period shall automatically commence as of such date with
the termination date remaining at July 1, 2004. Failure of Berlin to notify Hawk
of such new employment shall not change the termination date of the Employment
Period pursuant to the immediately preceding sentence and shall be a breach of
this Agreement by Berlin.

(e)               During the Consulting Period, Berlin shall not be required to
work any minimum hours of service. During the Consulting Period, Berlin shall
work on all special projects agreed upon by Berlin and Weinberg, and shall
provide reasonable work summaries upon request to Hawk.

2.                COMPENSATION AND BENEFITS.

(a)               During the Employment Period, Berlin shall be paid at the
annual rate of $275,000, inclusive of all previously-accrued vacation time, in
accordance with Hawk's standard payroll practices for salaried employees. Berlin
shall not accrue additional vacation time during the Employment Period. During
the Consulting Period and regardless of the amount of hours of service performed
by Berlin during the Consulting Period, if any, Berlin shall be paid at the
annual rate of $275,000, in accordance with Hawk's standard payroll practices
for salaried employees.

(b)               During the Employment Period, Berlin shall be entitled to
participate in the Friction Products Co. Profit Sharing Plan (the "401(k) plan")
in the same manner as other Hawk corporate-level employees. Hawk's 401(k) plan
company contributions continue to be discretionary and based on company
performance. In the event that Hawk makes a discretionary 401(k) plan
contribution for the year 2003, Berlin shall be entitled to receive a
contribution on the same basis as other corporate-level employees, subject to
Internal Revenue Service and the 401(k) plan limitations, including but not
limited to limitations requiring that the recipient be an employee as of
December 31, 2003. Berlin shall be deemed to be an employee during the
Employment Period, but he shall not be an employee during the Consulting Period.

(c)               Berlin has continued through the Effective Date, and
thereafter will continue to accrue time of service for purposes of the Friction
Products Co. Employee Pension Plan during the Employment Period, but not during
the Consulting Period.

(d)               Hawk shall pay for Berlin's medical, dental, vision, standard
and executive disability insurance premiums through July 1, 2004 (the "Coverage
Period"), on the same basis as such coverage is provided to Hawk employees in
general, but in no event shall Hawk be required to provide greater coverage than
that which was in effect immediately prior to May 20, 2003. At the end of the
Coverage Period, Berlin shall have such rights of conversion or

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<PAGE>

continuation as may be provided by the terms of the applicable health insurance
contract and as may be required by applicable law. Should Berlin become eligible
for any medical, vision or disability insurance benefits pursuant to other
employment of Berlin, then Berlin must notify Hawk immediately of his
eligibility for any such benefits and Hawk shall be entitled to discontinue
providing such benefits to Berlin, except to the extent that he elects to
receive company coverage under COBRA. Failure by Berlin to so notify Hawk shall
be a breach of this Agreement by Berlin.

(e)               Berlin may acquire his existing executive life insurance
policies, issued in his name, upon payment to Hawk of the current cash value of
those policies. If Berlin does not exercise this option by September 30, 2003,
Hawk shall be entitled to cancel the policies.

(f)               Based on Berlin's service to Hawk in 2003 and its potential
effect on the second half of the year, Berlin shall receive incentive
compensation based on earnings before interest taxes, depreciation and
amortization ("EBITDA") results for 2003. EBITDA shall be derived from Hawk's
audited financial statements for 2003 and shall be determined by Hawk in the
same manner it determines EBITDA for the incentive compensation program for
Hawk's executive officers. The determination of EBITDA by Hawk shall be final
and binding on Berlin. If EBITDA is greater than $26.0 million but less than
$28.0 million for 2003, Berlin shall receive $25,000 in incentive compensation.
If EBITDA exceeds $28.0 million for 2003, Berlin shall receive $50,000 in
incentive compensation. Payment to Berlin of the incentive compensation shall be
made at such time as Hawk determines to pay incentive compensation for 2003 to
other Hawk employees, but shall in no event be paid later than April 15, 2004.

(g)               Berlin agrees that for the period prior to the Effective Date
Hawk has reimbursed Berlin in full for all business expenses incurred by Berlin.
Hawk shall make an advance payment to Berlin for all business expenses that
previously would have been reimbursed by Hawk to Berlin and which Hawk
anticipates Berlin will incur during the Employment and Consulting Periods,
including country club dues and automobile gas reimbursement. A lump sum payment
of $14,100, which Berlin agrees is payment in full for these expenses, shall be
payable by Hawk to Berlin upon execution of this Agreement. During the
Employment and Consulting Periods, all other business expenses incurred by
Berlin on behalf of Hawk, such as travel, shall be reimbursed by Hawk to Berlin
only if Berlin has obtained prior approval from Weinberg or his designee, which
approval shall not be unreasonably withheld.

(h)               Upon the termination of the Consulting Period on July 1, 2004,
Hawk shall pay Berlin in addition to any other obligations owed hereunder a
bonus equal to $10,000.00.

3.                STOCK OPTIONS.

(a)               As an employee before and during the Employment Period, Berlin
is entitled to participate in Hawk's Offer to Exchange Outstanding Options
Having an Exercise Price of $6.00 or more under Hawk's 1997 Stock Option Plan
and 2000 Long Term Incentive Plan for New Options under Hawk's 1997 Stock Option
Plan and 2000 Long Term Incentive Plan (the "Offer to Exchange") on the same
terms and conditions as all other eligible employees as described in the Offer
to Exchange.

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<PAGE>

(b)               Pursuant to the terms of the Offer to Exchange, Berlin
understands that he must be a Hawk employee on the date new options are granted
under the Offer to Exchange to receive new options for all the options that
Berlin has determined, in his sole discretion, to tender. Berlin shall be deemed
to be a Hawk employee during the Employment Period.

(c)               Attached as Exhibit B hereto is an amendment to Berlin's
option agreements for all Hawk stock options held by Berlin and not tendered by
Berlin in the Offer to Exchange. The amendment shall be executed by Berlin and
Hawk concurrently with the commencement of the Consulting Period, if and when
the Consulting Period actually commences.

(d)               Attached as Exhibit C hereto is an amendment to Berlin's
option agreements for all Hawk stock options to be issued, if any, by Hawk to
Berlin under the terms of the Offer to Exchange. If such options are issued,
Berlin and Hawk agree that (i) such options, if any, shall be issued as
non-qualified stock options under the terms of Hawk's option plan as set forth
in the amendment, and (ii) the amendment shall be executed by Berlin and Hawk
concurrently with the commencement of the Consulting Period, if and when the
Consulting Period actually commences.

4.                MISCELLANEOUS ITEMS.

(a)               Berlin shall transfer existing cellular phone, pager and any
other communication devices to his own personal account, so that Berlin may
maintain existing telephone and pager numbers without further cost to Hawk.
These arrangements must be completed by September 30, 2003.

(b)               Hawk hereby transfers ownership of Berlin's laptop computer to
Berlin upon execution of this Agreement at no cost to Berlin. Berlin's e-mail
access to the company's system will be discontinued upon the termination of the
Employment Period.

(c)               Berlin shall have the benefit of the indemnification
provisions set forth in Hawk's Second Amended and Restated Certification of
Incorporation and Hawk shall not amend such provisions to Berlin's detriment,
except to the extent such amendment is applicable generally to Hawk's directors
or executive officers. During the Employment Period, Hawk will add Berlin's name
as an insured in its directors and officers' liability insurance policy and
Berlin will have the coverage provided under such policy to any former director
or executive officer for as long as such policy continues to provide coverage to
former Hawk directors or executive officers.

(d)               Upon the termination of the Consulting Period, Berlin shall
pay in full all amounts due and owing on the note from Berlin to Hawk dated
December 31, 2001. For all purposes, the termination date of the Consulting
Period shall be deemed to be the maturity date of the note. No further action
other than the delivery of the original note by Hawk to Berlin marked "paid in
full" shall be necessary to evidence the maturity of the note or the payment by
Berlin. Hawk may at its option deduct such amounts owed under the note from any
payment owed by Hawk to Berlin.

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<PAGE>

5.                RELEASE AND WAIVER.

                  (i)      By Berlin:

                  Solely with respect to any and all events arising out of or
related to the employment relationship between Berlin and Hawk occurring on or
before the date of this Agreement:

(a)               Berlin hereby releases and forever discharges Hawk and all of
its subsidiaries and affiliated companies, and all of the shareholders
directors, officers and employees of Hawk and such subsidiaries and affiliates
(collectively, the "Released Parties") from any and all claims, demands and
causes of action; this includes, among other things, claims based on the legal
theories of wrongful or unjust termination, breach of contract (express or
implied), promissory estoppel, negligent or intentional (tortious) conduct,
negligent or intentional infliction of emotional distress, defamation, breach of
any implied covenant of good faith and fair dealing, public policy torts, and
any and all forms of employment discrimination, and including claims for
attorneys' fees, expenses and costs related to any of the foregoing;

(b)               Berlin hereby releases and forever discharges the Released
Parties from any and all claims, demands and causes of action, and waives any
rights he may have, under Title VII of the Civil Rights Act of 1964, under the
Age Discrimination in Employment Act ("ADEA"), under the Older Workers Benefit
Protection Act, under the Americans With Disabilities Act, under the Family and
Medical Leave Act of 1993, under the Civil Rights Attorney's Fees Awards Act of
1976, under Chapter 4112 of the Ohio Revised Code, or under any other federal,
state or local statute prohibiting discrimination in employment, or to request
that a lawsuit be instituted pursuant to 29 U.S.C. Section 206(d); and

(c)               Berlin agrees not to institute a lawsuit with respect to any
matters released or any rights waived in this Agreement.

                  (ii)     By Hawk:

                  Solely with respect to any and all events arising out of or
related to the employment relationship between Berlin and Hawk occurring on or
before the date of this Agreement about which Weinberg has actual knowledge on
or prior to the date of this Agreement:

(a)               Hawk, on behalf of itself and all of its affiliates, hereby
releases and forever discharges Berlin and all of its affiliates and family
dependents (collectively, the "Released Parties") from any and all claims,
demands and causes of action and waives any right; this includes, among other
things, claims based on any legal theories including breach of contract (express
or implied), promissory estoppel, negligent or intentional (tortious) conduct,
negligent or intentional infliction of emotional distress, defamation, breach of
any implied covenant of good faith and fair dealing, public policy torts, and
any and all forms of employment

                                       5
<PAGE>

discrimination, and including claims for attorneys' fees, expenses and costs
related to any of the foregoing;

(b)      Hawk agrees not to institute a lawsuit with respect to any matters
released or any rights waived in this Agreement.

6.                NO FUTURE EMPLOYMENT.

                   Berlin covenants and agrees that (i) he will not, at any time
subsequent to the termination of the Employment Period, apply for employment
with Hawk or any subsidiary or affiliate of Hawk, and (ii) in the event that he
does in fact apply for any such employment, in violation of the terms of (i)
above, Hawk (or its subsidiary or affiliate, if applicable) shall have no
obligation to consider him for such employment.

7.                CONFIDENTIALITY OF AGREEMENT.

                  Each party agrees that the existence of this Agreement and
its terms and conditions are confidential and are to be held in strict
confidence by the parties and their counsel; provided, however, that (i) the
parties shall be entitled to disclose such terms to their respective attorneys
and accountants, (ii) Berlin may disclose such terms to his spouse, so long as
she also agrees to hold such information confidential, and (iii) disclosure
shall be permitted if required by legal process, but not before the third
business day after such party has both received notice of such process and has
delivered a copy thereof to the other party hereto. No party will voluntarily
reveal or engage in any action which it knows or should know will result in the
revelation of any information to any third party concerning the existence of
this Agreement, the contents of this Agreement, or the basis upon which the
claims of the parties have been settled and compromised; the party may indicate
only that the matter has been settled and that any and all proceedings have been
dismissed. Notwithstanding the foregoing, Hawk shall be entitled to make any
disclosure concerning this Agreement and its terms and conditions that it
believes to be required under laws or regulations applicable to reporting by
publicly-held companies. Hawk agrees to use reasonable efforts to provide Berlin
with an opportunity to review and comment upon the disclosures described in the
preceding sentence, but Hawk shall not be required to delay or modify such
disclosure on the basis of any comment by Berlin, and any failure by Hawk to
provide such opportunity to Berlin shall not be deemed to be a breach of this
Agreement.

8.                CONFIDENTIAL INFORMATION.

                  Berlin agrees to keep in confidence at all times that
information regarding Hawk that is proprietary and that is identified as secret
or confidential, or which from the circumstances ought in good faith and in good
conscience to be treated as confidential, related to the products, methods,
trade secrets, secret processes, price lists, franchise and other contracts,
customer lists, financial information or other material information of or about
the business or affairs of Hawk and its subsidiaries and affiliates, which
Berlin has acquired in connection with or as a result of his association with
Hawk or its subsidiaries and affiliates; provided, that this provision shall not
apply to information that is otherwise publicly available or which has been
disclosed by a source other than Berlin. Berlin further agrees to return all
such information that is in his possession or

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<PAGE>

under his control to Hawk within five (5) business days after the termination of
the Employment Period.

9.                RESTRICTED COVENANTS OF NON-COMPETITION AND NON-SOLICITATION.

(a)               Berlin agrees that, from July 1, 2003 and for two full years
thereafter (the "Restricted Period"), Berlin shall not, directly or indirectly,
either within any state of the United States of America in which Hawk has done
business or with respect to any customer serviced or solicited by Hawk during
Berlin's employment, compete with Hawk in any aspect of "the Company's Business"
as hereinafter defined, on behalf of himself or any other person, firm,
business, corporation or other entity (each such person, firm, business or other
entity being referred to hereinafter as a "Person"), including, without
limitation, that Berlin shall not (i) engage in the Company's Business for his
own account; (ii) enter the employ of, or render any services to, any Person
engaged in the Company's Business; (iii) become interested in any Person engaged
in the Company's Business as an owner, partner, shareholder, officer, director,
licensor, licensee, employee, agent, employee, trustee, or in any other
relationship or capacity; provided, however, that Berlin may own, directly or
indirectly, solely as an investment, securities of any corporation which are
traded on any national securities exchange if he (A) is not a controlling person
of, or a member of a group which controls, such corporation, or (B) does not,
directly or indirectly, own 1% more of any class of securities of such
corporation; or (iv) request or instigate any account or customer of the Company
to withdraw, diminish, curtail or cancel any of its business with the Company.
In the event of Berlin's breach of any provision of this paragraph, the running
of the Restricted Period shall be automatically tolled (i.e., no part of the
Restricted Period shall expire) from and after the date of the first such
breach. The Company Business shall mean the business of manufacturing,
distributing or selling any of the product lines of the Company or any of its
direct or indirect subsidiaries as of the date hereof, or the conducting of
research and development directed toward any of such product lines.

(b)               Berlin agrees that, from July 1, 2003 and for three full years
thereafter (the "Employment Restricted Period"), Berlin shall not, directly or
indirectly, hire, solicit for employment or encourage to leave the employment of
Hawk or its direct or indirect subsidiaries any person who (i) is then an
employee of Hawk or its direct or indirect subsidiaries, (ii) had been an
employee of Hawk or its direct or indirect subsidiaries at any time during the
preceding six (6) months, and in either case (iii) was an employee of Hawk or
its direct or indirect subsidiaries on the date of this Agreement; provided,
however, that it shall not be a breach of this provision for Berlin to receive a
response from such a person to a general solicitation for employment contained
in an advertisement in a newspaper, on the radio or carried in another media.
Notwithstanding subsection (ii) hereof, it shall not be a violation of this
Agreement for Berlin to hire or solicit for employment a person who was formerly
employed by Hawk or its direct or indirect subsidiaries, and is no longer so
employed, prior to the time such person became a former employee of Hawk or its
direct or indirect subsidiaries for six (6) full months, so long as there had
been no direct or indirect communication whatsoever, oral or written, between
such person and Berlin or any agent of Berlin for a period of one hundred eighty
(180) days prior to the first communication between Berlin or his agent and such
person concerning possible employment with Berlin or any affiliated entity, and
Berlin so certifies to Hawk in a written statement satisfactory in form and
substance to Hawk. In the event of Berlin's breach of

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any provision of this paragraph, the running of the Employment Restricted Period
shall be automatically tolled (i.e., no part of the Employment Restricted Period
shall expire) from and after the date of the first such breach.

(c)               Both parties recognize that, if Berlin breaches, or threatens
to commit a breach of, any of the provisions of paragraphs 7, 8 and 9 (the
"Restrictive Covenants"), then Hawk shall have, in addition to, and not in lieu
of, any other rights and remedies available to Hawk under law or in equity, the
right to specific performance and/or injunctive relief, it being acknowledged
and agreed that any such breach or threatened breach will cause irreparable
injury to Hawk and that money damages will not provide an adequate remedy to
Hawk.

10.               BERLIN COOPERATION.

                  At no cost to Hawk or Berlin, Berlin agrees to provide
reasonable cooperation to Hawk regarding any pending or subsequently filed
litigation, claims or other disputed items involving Hawk that relate to matters
within the knowledge or responsibility of Berlin during his employment, other
than claims brought by or on behalf of Berlin that have not been released
hereunder. Without limiting the foregoing, Berlin agrees (i) to meet with Hawk's
representatives, its counsel or other designees at mutually convenient times and
places in the Greater Cleveland area with respect to any items within the scope
of this provision, (ii) to provide truthful testimony regarding same to any
court, agency or other adjudicatory body, and (iii) to provide Hawk with notice
of contact by any adverse party. Berlin further agrees that he will not assist
any such adverse party or such adverse party's representatives except as may be
required by law.

11.               DISPARAGING COMMUNICATIONS.

                  Berlin and Hawk each agree not to make false representations
of fact, or defame, disparage, discredit or deprecate the other, and as to Hawk,
any of its current shareholders, directors, officers or employees, and, as to
Berlin, any of Berlin's immediate family, or otherwise communicate with any
person in a manner tending to damage such other party, shareholders, directors,
officers or employees, in its/their reputation, office, trade, business or means
of earning a livelihood.

12.               TERMS OF OFFER; REVOCATION.

(a)               This Agreement has been hand-delivered to Berlin on the 1st
day of August, 2003. The offer contained herein shall remain open until the end
of the twenty-first full day after delivery. In the event that Berlin executes
this Agreement before the end of the 21-day period, such execution was
completely voluntary.

(b)               After execution of this Agreement, Berlin may revoke his
agreement hereto by delivering written notice of revocation to Hawk at any time
during the period from the date of Berlin's execution through the end of the
seventh full day after such execution (the "Revocation Period").

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13.               DELAY OF PAYMENTS.

                   All or any part of the payments described in this Agreement
may be delayed, at Hawk's discretion, until the first regular pay date of Hawk
which occurs after the end of the Revocation Period, on which date Hawk will pay
the entire amount of the delayed payment, if any, as well as any amount which
may be payable to Berlin on that date.

14.               COUNSEL.

                  Hawk advises and encourages Berlin to consult with an
attorney prior to signing this Agreement.

15.               NO LIABILITY.

                  Nothing contained in this Agreement is intended to constitute
an admission by any party of liability of any nature whatsoever to the other
party, and each party expressly denies any such liability.

16.               GOVERNING LAW; JURISDICTION.

                  This Agreement shall be governed by and shall be interpreted
in accordance with the laws of the State of Ohio, and the parties hereby confer
jurisdiction upon the courts of any jurisdiction within the State of Ohio to
determine any dispute arising out of or related to this Agreement, or the breach
hereof.

17.               REMEDIES AFTER BREACH.

                  In the event that Berlin breaches any material term of this
Agreement, and such breach remains uncured twenty (20) business days after
notice of the breach has been delivered to Berlin by Hawk, Hawk shall be
entitled, in addition to any other remedy available to Hawk at law or in equity,
to terminate Hawk's obligations under this Agreement, including without
limitation the right to discontinue all payments and benefits.

18.               COSTS OF ACTION.

                  In the event that any party to this Agreement brings any
action or proceeding in connection with this Agreement, the prevailing party in
such action shall be entitled to recover, as part of such action or proceeding,
its costs therein including reasonable attorneys' fees.

19.               COUNTERPARTS.

                  This Agreement may be executed by the parties in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The execution of
counterparts shall not be deemed to constitute delivery of this Agreement by a
party until both of the parties have executed and delivered their respective
counterparts.

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20.               HEADINGS.

                  The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

21.               SEVERABILITY.

                  It is the intention of the parties that the terms and
provisions of this Agreement be construed to be separable and severable. If any
term or provision of this Agreement shall be held void, invalid, unenforceable
or in conflict with any applicable law, all of the other terms and provisions of
this Agreement shall remain valid and fully enforceable.

22.               ENTIRE AGREEMENT; AMENDMENTS.

                  This Agreement embodies the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral or written, with respect thereof. This
Agreement may not be changed orally, but may be amended, superseded, cancelled,
renewed or extended, and the terms hereof may be waived, only by an instrument
in writing signed by each of the parties, or, in the case of a waiver, signed by
the party against whom enforcement of such waiver is being sought.

23.               ACKNOWLEDGEMENT.

                  Each party acknowledges that he or it has carefully read all
of the terms of this Agreement, that such terms have been fully explained to him
or it and that he or it understands the consequences of each and every term,
that he or it has had sufficient time and an opportunity to consult with his or
its own legal advisor prior to signing this Agreement, and that he or it
specifically understands that by signing this Agreement he or it is giving up
any and all rights he or it may have against the other party hereto under the
laws and legal theories referred to above with respect to events occurring on or
before this date.

                     [The next page is the signature page.]

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<PAGE>

         THIS SETTLEMENT AGREEMENT, RELEASE AND WAIVER signed at Cleveland, Ohio
on the date set forth in the first paragraph above.

                                      /s/ Jeffrey H. Berlin
                                      ------------------------------------------
                                      JEFFREY H. BERLIN

                                      HAWK CORPORATION

                                      By:  /s/ Ronald E. Weinberg
                                           -------------------------------------
                                      Its: Chairman

                                       11
<PAGE>

                                                                       EXHIBIT A

                                  PROJECT LIST

1.       Communication Ideas with Investment Community

2.       Debt Reduction strategy

3.       Divestiture strategy

4.       Such other projects as are consistent with Paragraph 1 of this
         Agreement.

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                                                                       EXHIBIT B



































                                       13
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                    FIRST AMENDMENT TO STOCK OPTION AGREEMENT

         THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment") is
made as of October 27, 2003 (the "Effective Date"), by and between HAWK
CORPORATION, a Delaware corporation ("Hawk"), and JEFFREY H. BERLIN (the
"Optionee").

                                    RECITALS:

         The parties hereto are parties to a certain Settlement Agreement,
Release and Waiver dated as of the Effective Date (the "Settlement Agreement").

         The parties hereto are also parties to a certain Incentive Stock Option
Agreement entered into as of October 5, 2001 (the "Option Agreement").

         The Settlement Agreement requires that this Amendment be executed
concurrently with the commencement of the Consulting Period (as such term is
defined in the Settlement Agreement).

     In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       TYPE OF OPTIONS. Pursuant to Section 1 of the Option
Agreement, Optionee was granted incentive stock options to purchase shares of
Class A common stock of Hawk. The parties hereby agree to change the type of
option granted under the Option Agreement from incentive stock options to
non-statutory stock options. Accordingly, all references to Incentive Stock
Options in the Option Agreement are deleted and replaced with references to
Non-Statutory Stock Options. In addition, the following sentence is deleted in
its entirety from Section 1 of the Option Agreement: "The Incentive Stock
Options are 'incentive stock options' within the meaning of Section 422 of the
Code" and the following sentence is added to the end of Section 1:

                  "The Non-Statutory Stock Options are not 'incentive stock
                  options' within the meaning of Section 422 of the Code."

2.       TIMING OF EXERCISE. Notwithstanding Section 2 of the Option Agreement,
the parties agree that the non-statutory stock options granted pursuant to the
Option Agreement shall vest as of the Effective Date. Therefore, Section 2 of
the Option Agreement is deleted in its entirety and replaced as follows:

         "The Non-Statutory Stock Options shall vest on the earlier of October
5, 2003 or [the Effective Date]."

4.       EXPIRATION OF OPTIONS. Section 5 of the Option Agreement is deleted in
its entirety and replaced as follows:

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<PAGE>

                  "The unexercised portion, if any, of the Non-Statutory Stock
                  Options shall automatically and without notice terminate and
                  become null and void on October 5, 2011."

4.       CAPITALIZED TERMS. Capitalized terms not otherwise defined in this
Amendment shall have the same meaning ascribed to them in the Option Agreement
or Hawk's 1997 Stock Option Plan, as amended from time to time prior to the
Effective Date.

5.       FULL FORCE AND EFFECT. Except as specifically modified by the
Amendment, all other terms and conditions of the Option Agreement shall remain
in full force and effect. After the date hereof, the term "Option Agreement"
shall refer to the Option Agreement, as amended by this Amendment.

6.       COUNTERPARTS. This Amendment may be executed by the parties in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The execution of
counterparts shall not be deemed to constitute delivery of this Amendment by a
party until both of the parties have executed and delivered their respective
counterparts.

         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Stock Option Agreement as of the date first written above.

                                       HAWK CORPORATION


                                       /s/ Ronald E. Weinberg
                                       -----------------------------------------
                                       By:  Ronald E. Weinberg
                                       Its:  Chairman

                                       /s/ Jeffrey H. Berlin
                                       -----------------------------------------
                                       JEFFREY H. BERLIN

                                       15
<PAGE>

                                                                       EXHIBIT C




































                                       16
<PAGE>

                   FIRST AMENDMENT TO STOCK OPTION AGREEMENTS

         THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENTS (this "Amendment") is
made as of January 31, 2004 (the "Effective Date"), by and between HAWK
CORPORATION, a Delaware corporation ("Hawk"), and JEFFREY H. BERLIN (the
"Optionee").

                                    RECITALS:

         The parties hereto are parties to a certain Settlement Agreement,
Release and Waiver dated as of October 27, 2003 (the "Settlement Agreement").

         The parties hereto are also parties to certain Non-Statutory Stock
Option Agreements entered into as of January 30, 2004, (the "Option
Agreements").

         The Settlement Agreement requires that this Amendment be executed
concurrently with the commencement of the Consulting Period (as such term is
defined in the Settlement Agreement).

     In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       TYPE OF OPTIONS. Hawk and Optionee confirm that the
Non-Statutory Stock Options are not 'incentive stock options' within the meaning
of Section 422 of the Code.
         2.       TIMING OF EXERCISE. Notwithstanding Section 2 of each of the
Option Agreements, the parties agree that the non-statutory stock options
granted pursuant to each of the Option Agreements shall vest as of the Effective
Date. Therefore, Section 2 of each of the Option Agreement is deleted in its
entirety and replaced as follows:

         "The Non-Statutory Stock Options shall vest as of [Effective Date]."

4.       EXPIRATION OF OPTIONS. Section 5 of each the Option Agreements is
deleted in its entirety and replaced as follows:

                  (a)      For the Option Agreement pertaining to the grant of
                  18,000 options, Section 5 is deleted in its entirety and
                  replaced as follows:

                           "The unexercised portion, if any, of the
                           Non-Statutory Stock Options shall automatically and
                           without notice terminate and become null and void on
                           May 15, 2008."

                  (b)      For the Option Agreement pertaining to the grant of
                  15,000 options, Section 5 is deleted in its entirety and
                  replaced as follows:

                                       17
<PAGE>

                  "The unexercised portion, if any, of the Non-Statutory Stock
                  Options shall automatically and without notice terminate and
                  become null and void on May 10, 2009."

            (c)   For the Option Agreement pertaining to the grant of 15,966
             options, Section 5 is deleted in its entirety and replaced as
             follows:

                  "The unexercised portion, if any, of the Non-Statutory Stock
                  Options shall automatically and without notice terminate and
                  become null and void on September 27, 2010."

            (d)   For the Option Agreement pertaining to the grant of 14,034
             options, Section 5 is deleted in its entirety and replaced as
             follows:

                  "The unexercised portion, if any, of the Non-Statutory Stock
                  Options shall automatically and without notice terminate and
                  become null and void on September 27, 2010."

4.       CAPITALIZED TERMS. Capitalized terms not otherwise defined in this
Amendment shall have the same meaning ascribed to them in the Option Agreement
or Hawk's 1997 Stock Option Plan, as amended from time to time prior to the
Effective Date, or Hawk's 2000 Long Term Incentive Plan, as amended from time to
time prior to the Effective Date, as the case may be.

5.       FULL FORCE AND EFFECT. Except as specifically modified by the
Amendment, all other terms and conditions of each of the Option Agreements shall
remain in full force and effect. After the date hereof, the term "Option
Agreement" shall refer to each of the Option Agreements, as amended by this
Amendment.

                                       18
<PAGE>

6.       COUNTERPARTS. This Amendment may be executed by the parties in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The execution of
counterparts shall not be deemed to constitute delivery of this Amendment by a
party until both of the parties have executed and delivered their respective
counterparts.

         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Stock Option Agreement as of the date first written above.

                                               HAWK CORPORATION

                                               /s/ Thomas A. Gilbride
                                               ----------------------------
                                               By: Thomas A. Gilbride
                                               Its: Vice President-Finance

                                               /s/ Jeffrey H. Berlin
                                               ----------------------------
                                               JEFFREY H. BERLIN

                                       19