SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of this 30 ^th day of December 2008, by and between WELLMAN PRODUCTS GROUP, INC., an Ohio corporation which maintains a place of business at 200 Public Square, Suite 1500, Cleveland Ohio 44114 (hereinafter referred to as “Employer”), and B. CHRISTOPHER DISANTIS, an individual who resides at 8059 Long Forest Drive, Brecksville, Ohio 44141 (hereinafter referred to as “Employee”).

ACCORDINGLY, in consideration of the promises hereinafter set forth in this Amendment, the parties agree as follows:

1.   Changes to Section 4 of the Amended Original Agreement . Employer and Employee hereby agree that Section 4 of the Amended Original Agreement is hereby deleted from the Amended Original Agreement in its entirety and is replaced by the following new Section 4:

4.            Compensation.

(a)   For services rendered pursuant to this Agreement, and for the covenants and agreements of Employee set forth herein, Employee shall receive the following:  (i) a base salary at the rate of $25,000.00 per month (annual rate: $300,000) payable in accordance with the normal payroll procedures of Employer, which amount is subject to annual review and possible increase at the discretion of Chairman, with the advice and consent of the Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”); (ii) an opportunity to earn incentive compensation on annual basis, in such amount and manner as may be determined by the Chairman, with the advice and consent of the Compensation Committee, with respect to a particular year; provided, however, that Employee must be actively employed by Employer at the end of a year in order to earn incentive compensation with respect to that year; notwithstanding the foregoing, in the year of termination of Employee's employment, if the termination is under circumstances which entitle Employee to receive severance pay pursuant to the Control Agreement or Section 5(b) below, Employee shall earn a pro rata portion (computed as the number of days worked during the year divided by 365) of such incentive compensation for the year in which the termination occurs; (iii) four (4) weeks of vacation per year; provided, however, that unused vacation may not be carried over to a subsequent year; (iv) the right to participate in the standard benefits which Employer provides to all of its employees; (v) the right to participate in the Hawk Corporation 1997 Stock Option Plan and the 2000 Long Term Incentive Plan (collectively, the “Plans”) in accordance with and subject to all of the terms and conditions contained in the Plans, subject to the execution of such documents as may be required by the Committee appointed pursuant to the Plans; and (vi) such other benefits and/or perquisites as may be provided at the discretion of the Chairman from time to time.

(b)   To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other interpretive guidance issued thereunder, each as in effect from time to time (collectively, “Section 409A”), no payment under Section 4(a)(i) or 4(a)(ii) above shall be made later than March 15 of the calendar year following the calendar year in which the amount was earned and accrued.

2.   Changes to Section 5 of the Amended Original Agreement .   Employer and Employee hereby agree that Section 5 of the Amended Original Agreement is hereby amended as follows:

Subject to the terms of subparagraph (a) above, in the event of the termination of Employee's employment by Employer for a reason other than for “Cause”, Employer (i) will continue to pay to Employee the “Annual Salary” for a period of twenty four (24) months following the date of termination, (ii) will continue to provide to Employee and his family “Basic Medical Coverage” and “Executive Medical Benefits” (as hereinafter defined) for a period of twenty four (24) months following the date of termination and (iii) will cause the Incentive Stock Options which have been granted to Employee and are not exercisable, to become immediately exercisable, effective on the date of termination.  In addition, Employee shall be entitled to receive payment for any earned vacation which he had not used as of the date of termination (the “Vacation Severance Amount”).