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                                                                   EXHIBIT 10.21

                                 AMENDMENT NO. 1
                                       TO
                          SUBORDINATED PROMISSORY NOTE
                               DATED JULY 13, 2001

THIS AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTE (this "Amendment") is
entered into as of the 19th day of July, 2001 by and between Oakhurst Company,
Inc., a Delaware corporation (together with its successors and assigns, the
"Issuer") and MAARTEN D. HEMSLEY (the "Noteholder.")

The parties wish to amend that certain Subordinated Promissory Note dated July
13, 2001 in the original principal amount of $136,421 (the "Note") in order to
take into account the fact that James D. Manning has sold portions of the
Manning Note (as that term is defined in the Note) to third parties.

Accordingly, the Note is hereby amended as follows:

1.   Paragraph 2 of the Note is amended and restated in its entirety to read as
     follows:

     "2.  PAYMENT OF PRINCIPAL AND INTEREST.

          (a)  Additional Definitions. The following additional terms shall have
               the following meanings:

               (i)   The "Davies First Note" shall mean the Issuer's Secured
                     Promissory Note issued to Robert M. Davies and in which
                     Maarten D. Hemsley has a participatory interest, dated
                     October 18, 1999, as the same is amended by that certain
                     Amendment to Secured Promissory Note dated as of July 13,
                     2001, as well as any promissory notes that result from the
                     sale, assignment or transfer of all or any portion of the
                     Davies First Note.

               (ii)  The "Davies Second Note" shall mean that certain promissory
                     note dated July 13, 2001 issued to Robert M. Davies in the
                     principal amount of $250,623 and having substantially the
                     same terms and conditions as this Note, as well as any
                     promissory notes that result from the sale, assignment or
                     transfer of all or any portion of the Davies Second Note.

               (iii) The "Hemsley Note" shall mean this Note as well as any
                     promissory notes that result from the sale, assignment or
                     transfer of all or a portion of this Note.

               (iv)  The "Manning Note" shall mean the secured promissory note
                     of the Issuer issued to James D. Manning and dated October
                     19, 2000 in the original principal amount of $800,000, as
                     the same is amended by that certain Amendment to Secured
                     Promissory Note dated July 18, 2001, as well as any
                     promissory notes that result from the sale, assignment or
                     transfer of all or any portion of the Manning Note.

               (v)   "Net Cash Flow" shall mean (i) the operating cash flow of
                     Steel City Products, Inc. ("SCPI") and Sterling
                     Construction Company, both subsidiaries of the Issuer, to
                     the extent they are permitted by their bank or
                     institutional lenders to dividend or otherwise transfer
                     cash to the Issuer; plus (ii) the proceeds from the sale by
                     the Issuer of any shares of its common stock after the date
                     hereof; plus (iii) any proceeds received by the Issuer from
                     the exercise of any stock options; less any or all of the
                     foregoing

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                     amounts that the Issuer's Board of Directors in its sole
                     and absolute discretion determines should be reserved for
                     the payment of the Issuer's past, current and future
                     overhead expenses.

               (vi)  "Net Cash Proceeds" shall mean the net proceeds received by
                     the Issuer from the sale of assets of SCPI (other than
                     sales of SCPI's inventory and other sales made in the
                     ordinary course of business;) less any or all of such
                     proceeds that the Issuer's Board of Directors in its sole
                     and absolute discretion determines should be reserved for
                     the payment of the Issuer's past, present and future
                     overhead expenses.

               (vii) References in this Section 2 to payments being made "pro
                     rata" shall mean in proportion to the total amount of
                     accrued interest or principal (as the case may be) owed
                     under the notes in question at the time the computation is
                     made.

          (b)  Sources of Payment. The principal of, and accrued interest on,
               this Note shall be payable prior to the Maturity Date to the
               extent of any Net Cash Flow and Net Cash Proceeds of the Issuer.

               (i)   Application of Net Cash Flow. To the extent that Net Cash
                     Flow becomes available from time to time it shall be
                     applied in the following manner and sequence:

                     (A)  first, to pay pro rata accrued interest on the Manning
                          Note and the Davies First Note;

                     (B)  second, to pay pro rata the remaining principal
                          outstanding on the Manning Note and the Davies First
                          Note;

                     (C)  third, upon payment in full of all accrued interest
                          and outstanding principal on the Manning Note and the
                          Davies First Note, to pay pro rata accrued interest on
                          the Hemsley Note and the Davies Second Note; and

                     (D)  fourth, to pay pro rata the then outstanding principal
                          of the Hemsley Note and the Davies Second Note.

               (ii)  Application of Net Cash Proceeds. Any Net Cash Proceeds
                     that become available shall be applied in the following
                     manner:

                     (A)  first, to pay pro rata any accrued interest on the
                          Manning Note and the Davies First Note;

                     (B)  second, equal amounts of remaining Net Cash Proceeds
                          shall be applied to the repayment of the Manning Note
                          and the Davies First Note until all accrued interest
                          and outstanding principal on the Manning Note and the
                          Davies First Note have been paid in full;

                     (C)  third, to repay any remaining outstanding principal
                          balance of the Manning Note;


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                     (D)  fourth, upon payment in full of all accrued interest
                          and outstanding principal on the Manning Note and the
                          Davies First Note, to pay pro rata accrued interest on
                          the Hemsley Note and the Davies Second Note; and

                     (E)  fifth, to repay pro rata the principal outstanding on
                          the Hemsley Note and the Davies Second Note.

          (c)  Extension of Maturity Date. To the extent that all accrued
               interest and the outstanding principal of this Note have not been
               paid on or before the Maturity date, the Issuer may request an
               extension of the Maturity Date until sufficient Net Cash Flow
               and/or Net Cash Proceeds are available to do so, but Noteholder
               shall have no obligation to grant such an extension.

          (d)  Compounding of Interest. Accrued but unpaid interest will be
               added to the principal balance hereof annually.

          (e)  No Impairment of Payment Obligation. No provision of this Note
               shall alter or impair the obligations of the Issuer to pay the
               principal of, or interest on, this Note at the place and time,
               and in the currency, herein prescribed.

          (f)  Prepayment. The principal hereunder shall be subject to
               prepayment by the Issuer at any time without the consent of the
               Noteholder and without premium or penalty, subject to any
               restriction on prepayment required by Comerica.

          (g)  Certain Note Transfers. If any of this Note, the Manning Note,
               the Davies First Note or the Davies Second Note (individually, a
               "Transferred Note") are sold, assigned or transferred (which
               sale, assignment or transfer shall be in full compliance with
               applicable securities laws) and new notes are issued to reflect
               such sale, assignment or transfer (individually, a "New Note" and
               collectively, "New Notes"), the amount of Net Cash Flow and Net
               Cash Proceeds that would have been applied to the Transferred
               Note under the terms of this Note shall be applied to the New
               Notes in proportion to the total amount of accrued interest or
               principal, as the case may be, owed under the New Notes at the
               time the computation is made."

2.   Subparagraph (a) of Paragraph 7 of the Note is amended and restated in its
     entirety to read as follows:

          "No payment on account of principal of, or interest on, (i) that
          certain promissory note dated July 3, 2001 in the original principal
          amount of $1,000,000 issued to KTI, Inc.; (ii) the Davies First Note;
          (iv) the Manning Note; (iii) the Hemsley Note; (iv) the Davies Second
          Note; or (v) any other promissory note issued contemporaneously
          herewith pursuant to the Transaction Agreement (each a "Subordinated
          Note and collectively, the "Subordinated Notes") shall be made, and no
          Subordinated Notes shall be redeemed or purchased directly or
          indirectly by the Issuer (or any of its subsidiaries), if at the time
          of such payment or purchase or immediately after giving effect
          thereto, (i) there shall exist a default in any payment with respect
          to the Senior Indebtedness or (ii) there shall have occurred an event
          of default as those terms may be defined in the instrument under which
          the same is outstanding (other than a default in the payment of
          amounts due thereon) with respect to the Senior Indebtedness,
          permitting the holders thereof to accelerate the maturity thereof, and
          such event of default shall not have been cured or waived or shall not
          have ceased to exist."


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3.   In all other respects, the Note shall remain as originally written.

IN WITNESS WHEREOF, the Issuer and the Noteholder have caused this Amendment to
be duly executed as of the date first set forth above.

OAKHURST COMPANY, INC.


By:       /s/ Roger M. Barzun                        /s/ Maarten D. Hemsley
   -----------------------------------          --------------------------------
   Roger M. Barzun, Vice President              MAARTEN D. HEMSLEY



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