Exhibit 10.7


                   FIRST AMENDMENT TO AGREEMENT OF EMPLOYMENT,
                       CONFIDENTIALITY AND NON-COMPETITION


         THIS FIRST AMENDMENT TO AGREEMENT OF EMPLOYMENT, CONFIDENTIALITY AND
NON-COMPETITION (the "Amendment") is made and entered into this 5th day of
October, 2004, by and between FRICTION PRODUCTS CO., a Delaware corporation
which is also known as (among other things) Wellman/Friction Products and the
Wellman Products Group, and which maintains a place of business at 920 Lake
Road, Medina, Ohio 44256 (hereinafter referred to as "Employer"), and STEVEN J.
CAMPBELL, an individual who resides at 451 Falls Road, Chagrin Falls, Ohio 44022
(hereinafter referred to as "Employee").

                                R E C I T A L S :

         A. The parties hereto are parties to an Agreement of Employment,
Confidentiality and Non-Competition entered into as of January 27, 2004 (the
"Agreement").

         B. The parties now desire to amend the Agreement, in the manner
hereinafter set forth.

         ACCORDINGLY, in consideration of the promises hereinafter set forth and
in consideration of the continued employment of Employee by Employer, the
parties agree as follows:

         1. CHANGE OF POSITION. As of the Effective Date (as hereinafter
defined), and in addition to continuing to work at the position of President of
Employer, Employee shall also work at the positions of Senior Vice President of
Hawk Corporation ("Hawk") and as President of Hawk's Performance Racing segment.
Hawk is the parent company of Employer. Paragraph 1 of the Agreement is hereby
amended by the addition of the positions described herein to the positions at
which Employee is to work.

         2. AMENDMENT TO SEVERANCE PROVISION. Paragraph 3 of the Agreement,
captioned "Severance", is hereby amended by changing the last phrase of the
first sentence from "for a period of six months following the date of
termination." to "for a period of fourteen (14) months following the date of
termination."

         3. EFFECTIVE DATE. The "Effective Date" of this Amendment is the date
of execution, as set forth above.




         4. FULL FORCE AND EFFECT; ENTIRE AGREEMENT. Except to the extent
modified by this Amendment, the Agreement remains in full force and effect. The
Agreement, as amended by this Amendment, embodies the entire agreement and
understanding between Employer and Employee relating to the subject matter
thereof.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands on
the date first hereinabove mentioned.


                                   FRICTION PRODUCTS CO.
                                   ("Employer")

                                   By:  /s/ Ronald E. Weinberg
                                        --------------------------------------
                                   Its:   Chairman and Chief Executive Officer
                                          ------------------------------------



                                   /s/ Steven J. Campbell
                                   -------------------------------------------
                                   STEVEN J. CAMPBELL
                                   ("Employee")




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