SUPPLEMENTAL INDENTURE







         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of

[August __, 2002], among Hawk Corporation, a Delaware corporation (the

"Company"); and Allegheny Clearfield, Inc., Hawk MIM, Inc., Hawk Motors, Inc.,

Hawk Precision Components Group, Inc., Net Shape Technologies LLC, Quarter

Master Industries, Inc., Tex Racing Enterprises, Inc., Friction Products Co.,

Logan Metal Stampings, Inc., S.K. Wellman Holdings, Inc., S.K. Wellman Corp.,

Sinterloy Corporation and Helsel, Inc. (each a "Guarantor" and collectively the

"Guarantors", and HSBC Bank USA, a banking corporation and trust company duly

organized and existing under the laws of the State of New York, as successor

trustee, (the "Trustee"), successor to Bank One Trust Company, N.A., a national

banking association (the "Prior Trustee").



                                    RECITALS



         WHEREAS, the Company, the Guarantors and the Prior Trustee have

heretofore executed and delivered a certain Indenture, dated as of November 27,

1996 (as amended or supplemented from time to time prior to the date hereof, the

"Indenture") with respect to the Company's Series A 10.25% Senior Notes due

December 1, 2003 and Series B 10.25% Senior Notes due December 1, 2002

(collectively, the "Notes"), and together with the Trustee have executed a

Resignation, Appointment and Acceptance Agreement, dated as of April 25, 2002,

appointing the Trustee as successor trustee;



         WHEREAS, Section 9.2 of the Indenture provides that, subject to Section

6.7 of the Indenture, the Company and the Guarantors, when authorized by a Board

Resolution, and the Trustee, together, with the written consent of the Holder or

Holders of not less than a majority in aggregate principal amount of the then

outstanding Notes (including consents obtained in connection with a tender offer

or exchange offer for the Notes), may amend or supplement the Indenture, the

Notes and the Guarantees without notice to any other Holder;



         WHEREAS, the Company has offered to exchange all of the outstanding

Notes, upon the terms and subject to the conditions set forth in its Prospectus

and Consent Solicitation Statement, dated [August __, 2002], and in the related

Letter of Transmittal and Consent (the "Exchange Offer"), and in connection

therewith, the Company has been soliciting written consents of the Holders to

the amendments to the Indenture set forth herein (and to the execution of this

Supplemental Indenture), and the Company has now obtained such written consents

from the Holders of a majority in principal amount of the outstanding Notes;

accordingly, this Supplemental Indenture and the amendments set forth herein are

authorized pursuant to Section 9.2 of the Indenture; and



         WHEREAS, the execution and delivery of this Supplemental Indenture has

been duly authorized by the parties hereto, and all other acts necessary to make

this Supplemental Indenture a valid and binding supplement to the Indenture,

effectively amending and supplementing the Indenture as set forth herein, have

been duly taken;



{PAGE}



         NOW, THEREFORE, in consideration of the above premises and for other

good and valuable consideration, the receipt of which is hereby acknowledged, it

is mutually agreed, for the equal and proportionate benefit of all Holders, as

follows:



                                  ARTICLE ONE



         Upon consummation of the exchange by the Company of all Notes validly

tendered pursuant to the Exchange Offer and not withdrawn before the expiration

date for such Exchange Offer (as notified to the Trustee by the Company upon

which notification the Trustee may rely), then automatically (without further

act by any person) with respect to all outstanding Notes, the Indenture is

amended in the following respects:



1.1      Sections 4.3, 4.4, 4.5, 4.8, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,

6.1(iv), 6.1(v), 6.1(vi), 6.1(vii), 6.1(viii), 10.1, 10.2, 10.3, 10.4, 10.5,

10.6, 10.7, 10.8, 10.9 and 10.10 of the Indenture and all other references to

these sections in the Indenture and the Notes shall be deleted and each of the

Company and the Guarantors shall be released from its respective obligations

thereunder.



1.2      Any failure by the Company or the Guarantors to comply with the terms

of any of the foregoing Sections of the Indenture (whether before or after the

execution of this Supplemental Indenture) shall no longer constitute a default

or an Event of Default under the Indenture and shall no longer have any other

consequence under the Indenture.



1.3      The Guarantees and all referenced thereto in the Notes shall be deleted

in their entirety. On behalf of itself, each of the Holders and their respective

heirs, beneficiaries, estates, representatives, affiliates, successors and

assigns, the Trustee shall fully and unconditionally (i) release each of the

Guarantors from all Obligations arising under its Guarantee, and (ii) release

and extinguish all of the Guarantees, which shall not hereafter be deemed

outstanding for any purpose whatsoever.

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