HAWK CORP
EX-10.6 AMENDMENT NO. 1 TO SALES PLAN
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>l09959aexv10w6.txt
<DESCRIPTION>EX-10.6 AMENDMENT NO. 1 TO SALES PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.6

                          AMENDMENT NO. 1 TO SALES PLAN

      This Amendment No. 1 to Sales Plan (this "Amendment") is dated as of
August 10, 2004, by and between the Harbert Foundation, an Ohio non-profit
corporation ("Seller"), and Northern Trust Securities ("Northern").

                                    RECITALS:

      A. Seller and Northern are parties to a Sales Plan dated January 9, 2004
(the "Sales Plan").

      B. Seller and Northern desire to amend the Sales Plan as provided herein.

      C. Capitalized terms used but not otherwise defined herein have the
meanings assigned to them in the Sales Plan.

      Accordingly, in consideration of the mutual covenants, promises and
representations contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Seller and Northern
hereby agree as follows:

      1. Section A.1. of the Sales Plan is hereby deleted in its entirety and
replaced with the following substitute Section A.1.:

            "1. Subject to Paragraph A.7., Northern shall effect sales (each a
      "Sale") as provided herein. Beginning July 2, 2004 and thereafter on the
      first Friday of each subsequent quarter on which the American Stock
      Exchange ("Amex") is open and effectuating trades ("Trade Date"), a limit
      order for 5,000 shares of Stock (or, if less than 5,000 of the Total Plan
      Shares remain, such remaining amount) at the market price per share on the
      Trade Date. If, consistent with ordinary principles of best execution or
      for any other reason, Northern cannot sell any or all of the 5,000 shares
      of Stock on the Trade Date, then the amount of such shortfall shall be
      sold as soon as practicable on the immediately succeeding days in which
      the Amex is open and trades regular way following the Trade Date
      ("Business Day"); provided that in no event may the amount of any
      shortfall be sold any later than the tenth Business Day following the
      Trade Date. In the event that any shares of Stock are not sold within ten
      Business Days of the Trade Date, Northern will have no authority to sell
      any such shortfall on the succeeding month's Trade Date."

      2. Seller and Northern, by their execution hereof, agree that, except as
herein modified and amended, all terms, conditions and covenants contained in
the Sales Plan are hereby ratified and confirmed in their entirety and shall
remain in full force and effect. On and after the date hereof, each reference to
the Sales Plan shall refer to such agreement as modified by this Amendment.

<PAGE>

      3. Seller represents and warrants that as of the time of execution of this
Amendment, Seller: (a) is not aware of material, nonpublic information with
respect to the Issuer or any securities of the Issuer (including the Stock), and
(b) is entering into this Amendment in good faith and not as part of a plan or
scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other
applicable securities laws.

      4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and the same agreement and shall become
effective when an original or facsimile counterpart has been signed by each
party and delivered to the other party, it being understood that both parties
need not sign the same counterpart.

                           [Intentionally Left Blank]

                                       2

<PAGE>

      IN WITNESS WHEREOF, the undersigned have hereunto set their hand as of the
date first written above.

THE HARBERT FOUNDATION

By: /s/ Norman C. Harbert
    ------------------------
    Norman C. Harbert
Its: Trustee

NORTHERN TRUST SECURITIES, INC.

    /s/ Sheile M. Dornean
    -------------------------
By: Sheile M. Dornean
Its: Senior Vice President

Solely for purposes of acknowledging notification of the foregoing Amendment and
not as a party thereto, except to the extent of its rights thereunder, Hawk
Corporation, through its representative, has duly signed below:

HAWK CORPORATION

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

                                       3

</TEXT>
</DOCUMENT>
