HAWK [LOGO] October 1, 1996 Mr. Norman C. Harbert, Mr. Ronald E. Weinberg, Mr. Byron S. Krantz, Mr. Douglas D. Wilson and Mr. Jeffrey H. Berlin c/o Hawk Corporation 200 Public Square, Suite 29-2500 Cleveland, Ohio 44114-2301 Re: AMENDMENT OF...

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                                                                  EXHIBIT 10.13


                                      HAWK
                                     [LOGO]



October 1, 1996



Xx. Xxxxxx X. Xxxxxxx,
         Xx. Xxxxxx X. Xxxxxxxx,
         Xx. Xxxxx X. Xxxxxx,
         Xx. Xxxxxxx X. Xxxxxx and
         Xx. Xxxxxxx X. Xxxxxx
c/x Xxxx Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx  00000-0000


         Re:      AMENDMENT OF STOCKHOLDER NOTES TO HAWK CORPORATION


Gentlemen:

         This letter sets forth the agreement of Hawk Corporation (the
"Corporation," f.k.a. The Hawk Group of Companies, Inc.) to reduce the base rate
of interest set forth in those certain Promissory Notes, each dated June 30,
1995, issued by each of you to the Corporation to the Prime Lending Rate (as
defined in the Credit Agreement among The Hawk Group of Companies, Inc., Various
Banks and Bankers Trust Company, as Agent, dated June 30, 1995), or the
equivalent rate set forth in any successor senior credit facility of the
Corporation, effective as of October 1, 1996.

                                           Sincerely,                     
                                                                          
                                           HAWK CORPORATION               
                                                                          
                                                                          
                                           By: /s/ Xxxxx X. Xxxxxx        
                                              -----------------------        
                                               Xxxxx X. Xxxxxx, Secretary