HAWK CORP
EXHIBIT 10.18
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>l87943aex10-18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>

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                                                                Exhibit 10.18



                                 AMENDMENT NO. 1
                                     TO THE
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this "Amendment") is
made and effective as of the 24th day of October, 2000, by and between HAWK
CORPORATION, a Delaware corporation ("Employer"), and RONALD E. WEINBERG
("Employee").

                                    RECITALS

         WHEREAS, the parties hereto are also parties to that certain employment
agreement dated June 30, 1995 ("Employment Agreement"); and

         WHEREAS, the parties desire to amend the Employment Agreement in
accordance with the terms and subject to conditions set forth herein.

         NOW, THEREFORE, Employer and Employee hereby amend the Employment
Agreement as follows:

         1. Section 1, captioned "Employment," is deleted in its entirety and
the following is substituted in its place:

                           "1. EMPLOYMENT. Employer hereby employs Employee and
                  Employee agrees to be employed by Employer for a period
                  commencing on the date hereof and terminating on June 30,
                  2007. Such period, together with the period of any extension
                  or renewal upon the mutual agreement of Employer and Employee,
                  of such employment is herein referred to as the "Employment
                  Period.""

         2. Section 2, captioned "Compensation and Benefits," is revised as
follows:

                  2.1 Subsection 2(a) is deleted in its entirety and the
following is substituted in its place:

                           "(a) Salary: Salary at the annual rate of $418,625,
                           payable not less frequently than semi-monthly (as
                           adjusted from time to time, "Base Wages")."

                  2.2. Subsection 2(c) is deleted in its entirety and the
following is substituted in its place:

                           "(c) Employee shall receive a bonus for fiscal year
                           2000, and for each year thereafter throughout the



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                           Employment Period, pursuant to the Annual Incentive
                           Compensation Plan presently in effect, which said
                           annual Compensation Plan cannot be amended, modified
                           or terminated without Employee's written consent, and
                           any other incentive compensation plan authorized by
                           the Board of Directors of Employer, and to which
                           Employer is eligible to participate pursuant to the
                           terms thereof, as administered by Employer's
                           Compensation Committee or any other committee
                           appointed by the Board of Directors of Employer."

                  2.3. Subsection 2(e) is deleted in its entirety and the
following is substituted in its place:

                           "(e) Automobile Expenses: Employee shall be entitled
                           to receive a car allowance in the amount determined
                           by the Compensation Committee, but not less than the
                           amount presently paid, payable semi- monthly.
                           Employer shall provide property and liability
                           insurance on Employee's automobile and reimburse
                           Employee for the reasonable maintenance and repair
                           costs incurred with respect to Employee's
                           automobile."

         3. Section 4, captioned "Duties," is deleted in its entirety and the
following is substituted in its place:

                           "4. DUTIES. Employee shall, during the Employment
                  Period, serve as the Co-Chairman of the Board, Co-Chief
                  Executive Officer and Treasurer of Employer or in any other
                  capacity as the Board of Directors of Employer may request
                  from time to time. During the Employment Period, Employee
                  shall perform such duties and responsibilities as are
                  customarily assigned to the Co-Chairman of the Board, Co-Chief
                  Executive Officer and Treasurer, including overseeing
                  management, operating strategies and profitability of the
                  business. Employee shall not be required to devote
                  substantially all of his time and efforts to the business and
                  affairs of Employer so long as Employee substantially performs
                  the duties and functions provided for herein to the best of
                  his ability and skill in such a manner as to promote the best
                  interests of Employer. Employee further agrees to serve as a
                  director on the boards of directors of Employer's parent,
                  subsidiaries or affiliated entities and in one or more
                  executive offices of any of Employer's parent, subsidiaries or
                  affiliated entities."



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         4. Section 6, captioned "Death of Employee," is revised as follows:

                  4.1. Subsection 6(a) is deleted in its entirety and the
following is substituted in its place:

                           "(a) at the time of Employee's death, Employee has a
                           wife, then: (i) Employer shall pay to Employee's wife
                           the amount of bonus which Employee would have
                           received under Section 2(c) hereof for the year of
                           Employee's death which shall be prorated for the
                           portion of the year ending upon the date of death;
                           and (ii) Employer shall continue to provide and/or
                           pay for the existing health care coverage to
                           Employee's wife to the maximum extent allowable in
                           all respects under applicable law; provided, however,
                           that when Employee's surviving spouse attains the age
                           of sixty-five (65) years, Medicare shall be the
                           primary provider of medical coverage and the existing
                           health care coverage shall be the secondary payor;
                           and provided further, however, that the combined
                           benefits of Medicare and the Medicare supplemental
                           policy shall be substantially the same as then
                           available under the Employer's existing health care
                           coverage for active employees; or"

         5. Section 22, captioned "Notices," is deleted in its entirety and the
following is substituted in its place:

                           "22. NOTICES. All notices, requests, demands or other
                  communications hereunder shall be sent by registered or
                  certified mail to:

                           Employer:        Board of Directors
                                            Hawk Corporation
                                            200 Public Square, Suite 30-5000
                                            Cleveland, Ohio   44114-2301

                           Copy to:         Byron S. Krantz, Esq.
                                            Kohrman Jackson & Krantz P.L.L.
                                            One Cleveland Center 20th Floor
                                            1375 East 9th Street
                                            Cleveland, Ohio   44114-1793



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                           Employee:        Ronald E. Weinberg
                                            928 Chestnut Run
                                            Gates Mills, Ohio   44040

         6. All other provisions of the Employment Agreement shall continue in
full force and effect. The Employment Agreement, as amended hereby, contains the
entire agreement between the parties with respect to Employer's employment of
Employee and supersedes all prior agreements, written or oral, with respect
thereto. This Amendment shall be governed by and construed in accordance with
the laws of the State of Ohio.

         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.

                                          "EMPLOYER"

                                          HAWK CORPORATION

                                          By: __________________________________
                                          Print Name: __________________________
                                          Its: _________________________________


                                          "EMPLOYEE"

                                          ______________________________________
                                          RONALD E. WEINBERG



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