AGREEMENT, RELEASE AND WAIVER

AGREEMENT, RELEASE AND WAIVER

THIS AGREEMENT, RELEASE AND WAIVER (“ Agreement ”) is entered into on the 23rd day of January, 2007, by and between STEVEN J. CAMPBELL, a resident of the State of Ohio (“ Employee ”), and HAWK CORPORATION, a Delaware corporation (“ Hawk ”).

WHEREAS, Employee has been an employee of Hawk Precision Components Group, Inc., an Ohio Corporation (“ HPCG ”), pursuant to the terms of an Agreement of Employment, Confidentiality and Non-Competition dated as of August 14, 2006, as modified by letter agreements dated as of November 3, 2006 and December 20, 2006 (together, the “ HPCG Agreement ”);

WHEREAS, HPCG is a subsidiary of Hawk;

WHEREAS, Employee is a Senior Vice President of Hawk;

WHEREAS, previously, Employee was employed by Friction Products Co., an Ohio corporation (“ Friction ”) that is also an indirect subsidiary of Hawk, pursuant to the terms of an Agreement of Employment, Confidentiality and Non-Competition dated as of January 27, 2000, as amended by a First Amendment to Agreement of Employment, Confidentiality and Non-Competition dated as of October 5, 2004 (together, the “ Friction Agreement ”);

WHEREAS, pursuant to the Friction Agreement, Employee also served as the President of Tex Racing Enterprises, Inc., a Delaware corporation that is also a subsidiary of Hawk;

WHEREAS, Employee and Hawk are parties to a Change in Control Agreement dated as of August 14, 2006 (the “ CIC Agreement ”) pursuant to which Employee is entitled to receive certain benefits upon a change in control of Hawk provided that Employee is then in the employ of Hawk or any of its subsidiaries;

WHEREAS, Employee and Hawk are parties to Incentive Stock Option Agreements dated as of February 1, 2000, October 5, 2001, January 30, 2004 and August 20, 2004 and to a Non-Statutory Stock Option Agreement dated as of August 20, 2004 (collectively, the “ Stock Options ” and, together with the HPCG Agreement, the Friction Agreement, the CIC Agreement and any other agreements (other than this Agreement and the PCGH Employment Agreement, as defined below) between Employee, on the one hand, and Hawk and/or any other subsidiary or affiliate of Hawk, on the other hand, the “ Contracts ”);

WHEREAS, on December 21, 2006, Employee entered into an employment agreement with PCG Holdings Group Inc., a Delaware corporation (“ PCGH ”) (the “ PCGH Employment Agreement ”), that will not become effective unless and until the transactions contemplated by that certain Stock Purchase Agreement (the “ Purchase Agreement ”) by and between Hawk and PCGH dated as of December 21, 2006 (the “ Contemplated Transactions ”) are consummated;

WHEREAS, in conjunction with the negotiation of the Purchase Agreement and the PCGH Employment Agreement and the continued employment of Employee with HPCG through the closing date of the Contemplated Transactions (the “ Closing Date ”), Hawk induced and PCGH agreed to provide additional value to Employee under the PCGH Employment Agreement;

WHEREAS, one of the conditions to the obligation of Hawk to consummate the Contemplated Transactions is that Employee have executed and delivered this Agreement at least eight (8) days prior to the Closing Date of the Contemplated Transactions, and that Employee not have revoked, rescinded or repudiated this Agreement (the “ Closing Condition ”); and

WHEREAS, Employee and Hawk now desire to (i) resolve all matters arising out of or related to Employee’s employment with and/or association with Hawk and each of its other subsidiaries or affiliates, and the Contracts, and (ii) enable Employee to enjoy the benefits of employment with PCGH, under the PCGH Employment Agreement or otherwise, by satisfying the Closing Condition and consummating the Contemplated Transactions;

NOW, THEREFORE, in consideration of the foregoing recitals, of the covenants and agreements set forth herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Hawk’s Actions . From the Date of this Agreement through the closing of the Contemplated Transactions (the “ Closing ”), Hawk shall cause Hawk MIM, Inc., an Ohio corporation that is an indirect wholly-owned subsidiary of Hawk, to continue to pay Employee his current base salary and provide Employee his current benefits.

2.   Release and Waiver . Except as otherwise specifically provided in this Agreement, with respect to any and all events occurring on or before the date of this Agreement arising out of or related to Employee’s employment, association and/or relationship with Hawk and any other subsidiary or affiliate of Hawk, or with respect to any of the Contracts:

(a)   Employee hereby releases and forever discharges Hawk, and each of its subsidiaries, affiliates, related companies, predecessors, successors, current and former agents, partners, officers, directors, shareholders, insurers, attorneys, employees, representatives and assigns (each, a “ Released Party ” and, collectively, the “ Released Parties ”), from any and all claims, demands and causes of action, known and unknown; 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, violation of public policy, claims for failure to pay a bonus, claims for failure to pay a success bonus based on the Contemplated Transactions or any other transaction(s) related to any Released Party, claims for failure to pay severance, claims under any of the Contracts, claims under the Hawk 1997 Stock Option Plan, claims under the Hawk 2000 Long Term Incentive Plan, claims under any other stock, incentive, bonus, compensation, severance, insurance, welfare, benefit or other plan of Hawk or any other Released Party, and any and all forms of employment discrimination, and including claims for attorneys’ fees, expenses and costs related to any of the foregoing; provided , however , that the foregoing release shall not affect (i) any of Employe