<SUBMISSION>
<ACCESSION-NUMBER>0000027425-03-000029
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20030317
<ITEMS>2
<FILING-DATE>20030401
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMCAST INDUSTRIAL CORP
<CIK>0000027425
<ASSIGNED-SIC>3490
<IRS-NUMBER>310258080
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-09967
<FILM-NUMBER>03633959
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7887 WASHINGTON VILLAGE DR
<CITY>DAYTON
<STATE>OH
<ZIP>45459
<PHONE>9372917000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7887 WASHINGTON VILLAGE DRIVE
<CITY>DAYTON
<STATE>OH
<ZIP>45459
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DAYTON MALLEABLE IRON CO
<DATE-CHANGED>19741216
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DAYTON MALLEABLE INC
<DATE-CHANGED>19831219
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>spl8k.txt
<DESCRIPTION>8-K DISPOSITION OF SPEEDLINE
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) March 17, 2003
                                                          --------------



                          AMCAST INDUSTRIAL CORPORATION
             (Exact name of registrant as specified in its charter)



              Ohio                         1-9967                31-0258080
-------------------------------- -------------------------- --------------------
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
         Incorporation)                                      Identification No.)


7887 Washington Village Drive, Dayton, Ohio                        45459
---------------------------------------------             ----------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code     (937) 291-7000
                                                   ----------------------


                                 Not Applicable
-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>






Item 2.  Acquisition or Disposition of Assets

On March 17, 2003, Amcast Industrial  Corporation (the "Company")  completed the
sale of all of the  capital  stock (the  "Capital  Stock")  of its  wholly-owned
subsidiary ASW International II, B.V., which owned all of the stock of Speedline
SRL ("Speedline"), to Crown Executive Aviation Limited, a United Kingdom company
(the  "Purchaser").  Speedline is primarily engaged in the design,  manufacture,
and sale of automotive  wheels.  For the Capital Stock, the Company was paid, in
cash, $1,000,000 US Dollars.

There is no material  relationship  between the Purchaser and the Company or any
affiliate,  director, or officer of the Company or any associate or any director
or officer of the Company.

A copy of the Share Purchase Agreement, Addendum No. 1 thereto, and Addendum No.
2 thereto, are Exhibits 2.1, 2.2, and 2.3 respectively, to this Report.


Item 7. Financial Statements and Exhibits.

(a)      Inapplicable

(b)      Condensed Consolidated Financial Information (Unaudited) and Pro forma
         Condensed Consolidated Financial Information (Unaudited)

     1)   Condensed  consolidated  balance  sheet of the Company as of March 02,
          2003

     2)   Condensed statements of consolidated operations of the Company for the
          six-month  period  ended  March  02,  2003  and  pro  forma  condensed
          statements of consolidated operations for the fiscal year ended August
          31, 2002.

(c)      Exhibits. The following exhibits are filed with this report

     2.1 Share Purchase Agreement

     2.2 Addendum No. 1

     2.3 Addendum No. 2




                                       2
<PAGE>




                          Amcast Industrial Corporation
      Condensed Consolidated Financial Information and Pro Forma Condensed
                       Consolidated Financial Information

The following presents unaudited condensed  financial  information and unaudited
pro forma condensed  financial  information of the Company,  as adjusted to give
effect to the sale of its wholly-owned  subsidiary ASW  International  II, B.V.,
which owned all of the stock of Speedline  (the  "Divested  Companies") to Crown
Executive Aviation Limited, for $1,000,000 in cash. The financial information is
presented as of the beginning of the earliest period presented for statements of
earnings  purposes and as of the end of the period  presented  for balance sheet
purposes. The financial information for Divested Companies has been derived from
the financial statements of the Company and is intended only for presentation of
the Company's financial  information and pro forma financial  information.  This
data  is  presented  for  illustrative  purposes  only  and is  not  necessarily
indicative of the financial  position or results of operations of the Company or
Divested  Companies  which  would  have  occurred  had the  sale  actually  been
consummated as of such dates, nor is this  information  indicative of the future
financial  position  or  results  of  operations  of  the  Company  or  Divested
Companies.

This report on Form 8-K includes "forward-looking  statements" which are subject
to change  based on various  factors  and  uncertainties  that may cause  actual
results to differ significantly from expectations.  These factors include, among
others:  general economic  conditions less favorable than expected,  fluctuating
demand  in  the  automotive  and  housing  industries,  price  pressures  in the
Company's  automotive and flow control  businesses,  effectiveness of production
improvement  plans,  inherent  uncertainties  in connection  with  international
transactions  and foreign  currency  fluctuations,  and labor  availability  and
relations at the company and its customers,  and the impact of the war with Iraq
and homeland security measures.



















                                       3
<PAGE>

                          Amcast Industrial Corporation
                Condensed Consolidated Balance Sheet (Unaudited)
                              As of March 02, 2003
                                ($ in thousands)
<TABLE>
<CAPTION>
<S>                                                           <C>              <C>              <C>             <C>
                                                                                                   (2)
                                                                 (1)                            Estimated
                                                                Amcast                          Fair Value        Amcast
                                                              Industrial        Divested        of Divested     Industrial
                                                              Corporation      Companies        Companies       Corporation
                                                              ----------       ----------       ----------      ----------
ASSETS

Current Assets
     Cash and cash equivalents                                  $ 5,903          $ 1,697              $ -         $ 4,206
     Restricted cash                                              7,074                -                -           7,074
     Accounts receivable                                         69,726           27,250                -          42,476
     Inventories                                                 43,438           23,360                -          20,078
     Other current assets                                        11,793            5,457                -           6,336
                                                              ----------       ----------       ----------      ----------
Total current assets from continuing operations                 137,934           57,764                -          80,170

Assets from discontinued operations                                   -                -           82,694          82,694

                                                              ----------       ----------       ----------      ----------
Total Current Assets                                            137,934           57,764           82,694         162,864

Property, Plant, and Equipment                                  486,679          133,280                -         353,399
     Less accumulated depreciation                             (255,046)         (47,741)               -        (207,305)
                                                              ----------       ----------       ----------      ----------
Net Property, Plant, and Equipment                              231,633           85,539                -         146,094

Other Assets                                                     22,966            8,003                -          14,963

                                                              ----------       ----------       ----------      ----------
Total Assets                                                  $ 392,533        $ 151,306         $ 82,694       $ 323,921
                                                              ==========       ==========       ==========      ==========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
     Current portion of long-term debt                        $ 191,897         $ 10,560              $ -       $ 181,337
     Accounts payable                                            75,927           39,545                -          36,382
     Accrued expenses                                            39,531           16,143                -          23,388
                                                              ----------       ----------       ----------      ----------
Total current liabilities of continuing operations              307,355           66,248                -         241,107

Liabilities of discontinued operations                                -                -           81,694          81,694

                                                              ----------       ----------       ----------      ----------
Total Current Liabilities                                       307,355           66,248           81,694         322,801

Long-Term Debt (less current portion)                             1,220            1,220                -               -
Deferred Income Taxes                                            11,497           11,497                -               -
Deferred Liabilities                                             30,744           14,226                -          16,518
                                                              ----------       ----------       ----------      ----------
                                                                 43,461           26,943                -          16,518
Shareholders' Equity
     Common stock                                                 9,317                -                -           9,317
     Capital in excess of stated value                           72,830                -                -          72,830
     Accumulated other comprehensive gains (losses)              (8,163)            (796)               -          (7,367)
     Retained Earnings                                          (27,612)          58,911            1,000         (85,523)
     Treasury Stock                                              (4,655)               -                -          (4,655)
                                                              ----------       ----------       ----------      ----------
Total Shareholders' Equity                                       41,717           58,115            1,000         (15,398)
                                                              ----------       ----------       ----------      ----------
Total Liabilities and Shareholders' Equity                    $ 392,533        $ 151,306         $ 82,694       $ 323,921
                                                              ==========       ==========       ==========      ==========

</TABLE>

See Notes to Condensed Consolidated Financial Statements (Unaudited)
                                       4

<PAGE>

                          Amcast Industrial Corporation
            Condensed Consolidated Statement Of Earnings (Unaudited)
                     For The Six Months Ended March 02, 2003
                   ($ in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                Six Months Ended 03-02-03
                                                         ----------------------------------------
<S>                                                      <C>           <C>           <C>
                                                             (1)
                                                            Amcast                      Amcast
                                                          Industrial    Divested      Industrial
                                                         Corporation    Companies    Corporation
                                                         ------------  ------------  ------------

Net sales                                                  $ 292,153      $ 80,786     $ 211,367

Cost of sales                                                271,592        82,356       189,236
                                                         ------------  ------------  ------------

Gross Profit                                                  20,561        (1,570)       22,131

Selling, general and administrative expenses                  26,708         7,345        19,363
                                                         ------------  ------------  ------------

Operating Income (Loss)                                       (6,147)       (8,915)        2,768

Other (income) expense                                          (291)         (268)          (23)
Interest expense                                               8,537           678         7,859
                                                         ------------  ------------  ------------

Loss Before Income Taxes, Discontinued Operations,
  and Cumulative Effect of Accounting Change                 (14,393)       (9,325)       (5,068)

Income taxes (benefit)                                        (1,098)          793        (1,891)

                                                         ------------  ------------  ------------
Loss From Continuing Operations                            $ (13,295)    $ (10,118)     $ (3,177)
                                                         ============  ============  ============


Basic earnings (loss) per share - Continuing Operations                                  $ (0.36)
                                                                                     ============

Diluted earnings (loss) per share - Continuing Operations                                $ (0.36)
                                                                                     ============


Average number of shares outstanding- Basic                                                8,784
                                                                                     ============

</TABLE>

See Notes to Condensed Consolidated Financial Statements (Unaudited)










                                       5
<PAGE>


                          Amcast Industrial Corporation
       Pro Forma Condensed Consolidated Statement Of Earnings (Unaudited)
                       For The Year Ended August 31, 2002
                   ($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                   Year Ended 08-31-02
                                                         ----------------------------------------
<S>                                                      <C>           <C>           <C>

                                                            Amcast                      Amcast
                                                          Industrial     Divested     Industrial
                                                         Corporation    Companies    Corporation
                                                          Historical    Historical    Pro Forma
                                                         ------------  ------------  ------------

Net sales                                                  $ 576,160     $ 159,343     $ 416,817

Cost of sales                                                526,778       156,182       370,596
                                                         ------------  ------------  ------------

Gross Profit                                                  49,382         3,161        46,221

Selling, general and administrative expenses                  55,516        16,406        39,110
                                                         ------------  ------------  ------------

Operating Income (Loss)                                       (6,134)      (13,245)        7,111

Other (income) expense                                          (768)         (151)         (617)
Interest expense                                              18,506         1,376        17,130
                                                         ------------  ------------  ------------

Loss Before Income Taxes, Discontinued Operations,
  and Cumulative Effect of Accounting Change                 (23,872)      (14,470)       (9,402)

Income taxes (benefit)                                        (2,787)        2,203        (4,990)

                                                         ------------  ------------  ------------
Loss From Continuing Operations                            $ (21,085)    $ (16,673)     $ (4,412)
                                                         ============  ============  ============


Basic earnings (loss) per share - Continuing Operations                                  $ (0.51)
                                                                                     ============

Diluted earnings (loss) per share - Continuing Operations                                $ (0.51)
                                                                                     ============


Average number of shares outstanding- Basic                                                8,604
                                                                                     ============

</TABLE>



        Notes to Condensed Consolidated Financial Statements (Unaudited)

(1)  Amounts  as  of  March  02,  2003,  for  consolidated   Amcast   Industrial
     Corporation,  prior to  treatment  of Divested  Companies  as  discontinued
     operations

(2)  Amounts represent the estimated fair value of the assets and liabilities of
     the Divested Companies.  The asset and liability fair values were estimated
     per the  requirements  of SFAS  No.  144,  "Accounting  for  Impairment  or
     Disposal of  Long-Lived  Assets"  that  requires  that assets held for sale
     (discontinued operations) be measured at the lower of their carrying amount
     or fair value. Fair value is defined in SFAS No. 144 as the amount at which
     the asset  (liability)  could be  bought  or sold in a current  transaction
     between willing parties.

                                       6
<PAGE>




                               S I G N A T U R E S

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   AMCAST INDUSTRIAL CORPORATION


Date:  April 1, 2003                               By: /S/ Francis J. Drew
      ---------------                                 --------------------------
                                                     Francis J. Drew
                                                     Vice President, Finance and
                                                     Chief Financial Officer




                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>purchagr.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>


                          SHARE AND PURCHASE AGREEMENT

       This agreement is dated February 11, 2003, and is

                                     BETWEEN

       ASW  International  I,  BV a  company  organized  under  the  laws of The
       Netherlands,   with  outstanding  capital  of  18.151,21  Euros  and  its
       registered   office  in  (1083  HK)  Amsterdam,   The   Netherlands,   at
       Drentestraat 24 BG, with BV number  604.699,  registered with the Chamber
       of  Commerce  for  Amsterdam   under  number   33294385  (the  "Seller"),
       represented  herein by Mr. Joseph R. Grewe, duly authorized in accordance
       with  board  of  directors  resolution  of AS  International  Inc  in its
       capacity as managing  director of the Seller,  dated  February 5, 2003, a
       copy of which is attached as Annex A hereto.

                                                             - on the one side -

                                       AND


       Maberfin  S.p.A.  a  company  organized  under  the laws of  Italy,  with
       outstanding  capital of 1,238,400 Euro and its registered office in Ponte
       San  Pietro  (BG) at Via Ciro  Menotti 4 (the  "Purchaser"),  represented
       herein by Mr.  Michele  Mazzucconi,  duly  authorized in accordance  with
       board of directors resolution of Maberfin S.p.A., dated February 3, 2003,
       a copy of which is attached as Annex B hereto.


                                                           - on the other side -

       (hereinafter, collectively, referred to as the "Parties").


                                     WHEREAS

a)            Speedline  S.r.l.  ("Speedline")  is a company  organized under
              the  laws  of  Italy,  with outstanding capital of Euro 18,091,580
              with its registered office in Tabina di Santa Maria di Sala,
              Venice, Italy, Via Salgari 6;

b)            Speedline is a wholly-owned  subsidiary of ASW  International  II,
              BV, a company  organized under the laws of The  Netherlands,  with
              outstanding  capital of 22.689,01 Euros and its registered  office
              in (1083 HK) Amsterdam,  The  Netherlands,  at Drentestraat 24 BG,
              with BV number  604.778,  registered  with the Chamber of Commerce
              for  Amsterdam  under  number  33294386  ("ASW-II)").  ASW-II is a
              wholly-owned subsidiary of the Seller;

c)            Speedline   is,   inter   alia,   engaged  in  the   business   of
              manufacturing,  distribution  and sale of aluminum,  magnesium and
              alloy  wheels and hubcaps and other  fittings  for the  automotive
              industry (the "Business");

d)            the Purchaser is interested in acquiring the Business;

e)            the Seller owns all the Shares of ASW-II (as hereinafter  defined)
              and has offered the  Purchaser  to acquire the  Business by way of
              the  acquisition of the Shares,  and the Purchaser is consequently
              accepting to acquire the Shares as a mean to acquire Speedline srl
              and the  Business,  upon the terms and  subject to the  conditions
              hereinafter set forth;

f)            the  Purchaser  has  started a due  diligence  review  of  ASW-II,
              Speedline and the  Subsidiaries  (as  hereinafter  defined)  since
              February 3, 2003.
                                       1
<PAGE>

       NOW, therefore, the Parties hereto agree as follows:


                                    Article 1
                       Definitions / Terms of Construction

1.1    Gender and Number.

       Any reference in this Agreement to gender shall include all genders,  and
       words  importing  the singular  number only shall  include the plural and
       vice versa.

1.2    Headings.

       The provision of a table of contents, the division of this Agreement into
       Articles, Sections,  subsections,  paragraphs and other subdivisions, and
       the  insertion of headings,  are for  convenience  of reference  only and
       shall not affect or be utilized in the construction or  interpretation of
       this Agreement.

1.3    Annexes and Exhibits.

       Each of the  recitals  to this  Agreement  and  each of the  Annexes  and
       Exhibits  attached  hereto shall  constitute an integral and  substantial
       part of this Agreement.

1.4    Currency.

       Unless otherwise  specifically  indicated,  all payments to be made under
       this Agreement shall be made in US Dollars.

1.5    Adverse Construction.

       This Agreement and the language in all parts herein shall in all cases be
       construed as a whole, according to their fair meaning, and no presumption
       shall be  inferred  or  implied  that the terms  hereof be more  strictly
       construed  against  one Party as opposed to another by reason of the rule
       of  construction  in which a document is to be  construed  more  strictly
       against  the  Party  who has  prepared  the  same,  it being  agreed  and
       acknowledged that the Parties and their representatives have participated
       in the drafting and negotiation of this Agreement.

1.6    Definitions.

     The words  "hereof",  "herein",  "hereby" and other words of similar import
     refer to this  Agreement  and its  Exhibits,  Annexes  and other  documents
     attached hereto;

     The following terms shall have the respective meanings set forth below:

     "Agreement": means this Share Purchase Agreement and all annexes, exhibits,
     and other documents attached hereto.

     "Amcast":   means  Amcast  Industrial  Corporation  with  offices  at  7887
     Washington  Village  Drive,  Dayton,  Ohio 45459 USA, the  indirect  parent
     company of the Seller.

     "Amcast  Affiliates":  means all  companies  pertaining  to Amcast group or
     participated by Amcast.
                                       2
<PAGE>
     "Antitrust  Authority":  means the Autorita Garante della Concorrenza e del
     Mercato,  having an office in Rome, Italy or any other antitrust  authority
     having jurisdiction over the transactions contemplated herein.

     "Annex": means any attachment,  schedule, annex and information or document
     contained in or attached to this Agreement.

     "Business": as defined in the recitals to this Agreement.

     "Business  Day":  means any calendar day, other than  Saturday,  Sunday and
     public holidays in Italy and The Netherlands.

     "c.c.": means the Italian Civil Code.

     "Closing":  means the transfer of the Shares  through the  execution of the
     Deed of  Transfer,  the payment of the Purchase  Price  pursuant to Section
     2.2,  and, in general,  the  execution  and exchange of all  documents  and
     agreements and the  performance  and  consummation  of all  obligations and
     transactions  required to be  executed  and  exchanged  and  performed  and
     consummated on the Closing Date pursuant to this Agreement.


     "Closing  Date":  means March 17, 2003,  or the any  preceding or following
     date, as indicated by the Purchaser and  communicated to the Seller and the
     Notary with at least 3 (three) Business Days prior written notice, it being
     understood that such Closing Date shall not be later than April 14, 2003.


     "Closing Costs": as defined in Section 11.1 hereof.

     "Confidential Information": as defined in Section 9.1 hereof.

     "Counter Guarantees": as defined in Section 8.1 hereof.

     "Deed of Transfer": as defined in Section 4.1 hereof.

     "Employees":  means all the employees of Speedline and the  Subsidiaries as
     of the date hereof.

     "Euro": means the currency of the European Union.

     "Knowledge" or "Seller's  Knowledge":  means matters  actually known by the
     directors, president, chief executive officer or chief financial officer of
     the relevant company, as the case may be.

     "Law" or "Laws": means all statutes,  codes,  ordinances,  decrees,  rules,
     regulations,  municipal by-laws,  judicial or arbitral or administrative or
     ministerial or departmental  or regulatory  judgments,  orders,  decisions,
     rulings or awards, or any provisions of such laws,  binding on or affecting
     the Person referred to in the context in which such word is used; and "Law"
     means any one of them.


     "Notary": means Ms. Carolien Johanna Bosch a civil law notary in Amsterdam,
     The  Netherlands of the firm Lexence,  Amsterdam,  The  Netherlands or such
     other  substitute  in  Amsterdam,  The  Netherlands  that the Purchaser may
     recommend and the Seller agree,  which  agreement shall not be unreasonably
     denied.


     "Party" or  "Parties":  the Purchaser or the Seller or both, as the context
     may require.
                                       3

<PAGE>

     "Person":  means  any  natural  person,  firm,  partnership,   association,
     corporation, trust, public body or government.

     "Purchase Price": as defined in Section 2.2 hereof.

     "Purchaser Loan": as defined in Article 2.3 hereof.

     "Purchaser's Representative" means Mr. Michele Mazzucconi, a representative
     selected by Purchaser to be kept informed of Speedline's and  Subsidiaries'
     day-to-day and ordinary management, as set forth in Article 5;

     "Remaining Purchase Price" as defined in Section 2.3 (ii) hereof.

     "Shares":  means the registered shares  representing the entire outstanding
     capital and ownership interests in ASW-II.

     "Speedline": as defined in the recitals to this Agreement.

     "Subsidiaries": means the direct and indirect subsidiaries of Speedline, as
     set forth in Annex 6.2.

     "United  States  Dollars" or "US$":  means the legal currency of the United
     States of America.

     "Withdrawal Time Limit": as defined in Article 3 hereof.

                                    Article 2
                                Sale and Purchase

2.1    Scope of the Agreement.


       On the Closing  Date,  the Seller  shall sell to the  Purchaser,  and the
       Purchaser  shall  purchase from the Seller,  or procure the purchase from
       the Seller by a third party (provided that such third party is controlled
       by the Purchaser or by the  Mazzucconi  family) of, all of the Shares and
       the  ownership  by  executing  the Deed of Transfer  and  performing  the
       Closing.


2.2    Purchase Price.


2.2.1  The Parties  agree that  should the Closing  take place on or prior March
       17, 2003, the Purchaser shall pay to the Seller, as consideration for the
       sale  and  transfer  of  the  Shares,  a  purchase  price  equal  to  US$
       3,000,000.00  (three million) or to such increased amount as set forth in
       Section  2.2.2  (the   "Purchase   Price"),   without  any  post  closing
       adjustment.

2.2.2  The  Parties  further  agree that  should the  Closing  take place in the
       period March 17, 2003 - April 14, 2003 the Purchase  Price shall increase
       as follows:

-             if Closing  takes  place in the period (and  including)  March 18,
              2003 - March 24, 2003,  the  Purchase  Price shall be equal to US$
              3,250,000.00 (three million two hundred fifty);

-             if Closing  takes  place in the period (and  including)  March 25,
              2003 - March 31, 2003,  the  Purchase  Price shall be equal to US$
              3,500,000.00 (three million five hundred);

-             if Closing takes place in the period (and including) April 1, 2003
              - April  7,  2003,  the  Purchase  Price  shall  be  equal  to US$
              3,750,000.00 (three million seven hundred fifty);
                                       4

<PAGE>

-             if Closing  takes  place in the period  (and  including)  April 8,
              2003 - April 14, 2003,  the  Purchase  Price shall be equal to US$
              4,000,000.00  (four million).


2.3    Payment of the Purchase Price.


       The  Purchase  Price  shall be paid by the  Purchaser  to the  Seller  as
follow:


(i)           The  Purchaser  undertakes to pay not later than February 12 (time
              being of the essence) to the Seller an amount of US$  2,000,000.00
              (two million) as advance  payment of the Purchaser Price ("Advance
              Payment") by wire transfer,  in immediately available funds in the
              bank account no. c/a 59.78.03.250  opened in the name of Seller at
              ABN AMRO Bank or in a manner specified by the Seller. These funds,
              less any Dutch taxes on capital investments,  shall be immediately
              be contributed to the capital account of ASW  International II, BV
              to be used  exclusively  for  loans to  Speedline  as set forth in
              Section 2.4 below.

(ii)          The Purchaser undertakes to pay and transfer not later than 1
              (one) day prior to the Closing Date the Remaining  Purchase  Price
              by delivering to the Seller one or more  registered  bank cheques,
              in the name of the Seller,  for an amount  equal to the  Remaining
              Purchase  Price.  Then,  the Seller shall  deliver to the Notary a
              letter  stating that the Purchase Price has been entirely paid and
              the Parties  shall  complete the Closing by executing  the Deed of
              Transfer through their authorized representatives.


2.4    Undertaking at Signing

       No later than 2 (two) days after receipt of Advance Payment  indicated in
       Section 2.3(i) above,  the Seller shall pay and contribute to the capital
       of  ASW-II  an  amount  of  TWO  MILLION   UNITED  STATES   DOLLARS  (US$
       2,000,000.00),  less any Dutch taxes for such capital contributions, and,
       from  time  to  time,  also  upon a  binding  request  by  the  Purchaser
       Representative,  but in any event on the date of any notice of withdrawal
       by  Purchaser,  cause  ASW-II  to lend to  Speedline  the same  amount in
       immediately  available  funds in a Speedline bank account to be specified
       by Speedline as an interest  (4%) bearing loan  repayable at  Speedline's
       discretion on or before December 31, 2003 ("Additional Seller Loan").

                                    Article 3
                                Withdrawal Right

3.1    Withdrawal Right.


3.1.1  The  Purchaser  has  already  started a due  diligence  review of ASW-II,
       Speedline   and   its   Subsidiaries   also   through   the   Purchaser's
       Representative.  Ultimately  on the  basis of the  results  of such a due
       diligence,  the Purchaser  shall have the right to withdraw from Closing,
       by giving  written  notice to the Seller,  at least, 1 (one) Business Day
       prior to the Closing  Date  ("Withdrawal  Time  Limit",  such time period
       being of the essence).  In this respect, if the Purchaser gives notice of
       withdrawal,  then the  Closing  shall not take place and Seller  shall be
       entitled  to  retain  an  amount of ONE  MILLION  UNITED  STATES  DOLLARS
       (US$1,000,000.00)  out of the  amount  received  as Advance  Payment,  as
       consideration  of the  exercise  of  Purchaser's  withdrawal  right  from
       Closing,  whereas the Seller shall return to the  Purchaser the remaining
       ONE MILLION  UNITED STATES  DOLLARS  (US$1,000,000.00)  out of the amount
       received as Advance  Payment by immediately  causing ASW-II to assign the
       Purchaser the right to repayment by Speedline of the corresponding  quota
       of the Additional Seller Loan,  including  interests  accrued;  in such a
       case,  such loan (i.e.,  US$ 1 million)  shall be repaid by Speedline not
       later than  December 31, 2003 and shall be secured  (simultaneously  with
       the  assignment)  by a security  interest in certain  Speedline  accounts
                                       5
<PAGE>

       receivable  designated  by  Speedline  from time to time,  with  right of
       substitution,  to the fullest extent allowable under Italian Laws, for an
       aggregate  amount of one (1)  million  US Dollars  and the  Seller  shall
       procure that such security too is assigned to the Purchaser.


3.1.2  The  Parties  agree that after the  expiry of the  Withdrawal  Time Limit
       without  Seller's  receipt of the withdrawal  notice indicated above, the
       Closing  shall  occur,  it being  understood  that should  Purchaser  not
       complete the Closing, Seller shall be entitled to receive the Penalty For
       Withdrawal, as set forth in Section 3.1.1 above.

3.2    Special Withdrawal Right.

       Notwithstanding  the provision of Section 3.1, the Purchaser shall have a
       special  right to withdraw  from Closing  without  obligation  to pay any
       penalty,  by giving  written  notice to the Seller no later  February 17,
       2003  ("Special  Withdrawal  Time  Limit",  such time period being of the
       essence).  The  Purchaser  shall be entitled to such  Special  Withdrawal
       Right  exclusively in case the due diligence review of ASW-II reveals any
       material liabilities of ASW-II,  including joint or indirect liabilities,
       any significant tax risks or any material costs or disadvantages involved
       in disassembling or liquidating  ASW-II or transferring  Speedline or the
       Shares to an Italian  entity.  In this respect,  if the  Purchaser  gives
       notice  of  Special  Withdrawal  Right,  then  this  Agreement  shall  be
       terminated,  the Closing  shall not take place and Seller shall return to
       the  Purchaser  the full  amount of TWO  MILLION  UNITED  STATES  DOLLARS
       (US$2,000,000.00)  which the  Seller  received  as  Advance  Payment,  by
       immediately causing ASW-II to assign the Purchaser the right to repayment
       by Speedline of the Additional Seller Loan,  including interests accrued;
       such loan shall be repaid by Speedline  not later that  December 31, 2003
       and shall be secured  (simultaneously  with the assignment) by a security
       interest in certain Speedline accounts receivable designated by Speedline
       from time to time,  with right of  substitution,  to the  fullest  extent
       allowable under Italian Laws, for an aggregate  amount of TWO (2) million
       US  Dollars,  and the Seller  shall  procure  that such  security  too is
       assigned to the Purchaser.

                                    Article 4
                                Closing Mechanics

4.1    Deed of Transfer.

       On the Closing Date, the Parties shall execute the transfer of the Shares
       by entering into a notarial deed of transfer,  substantially  in the form
       of Annex  4.1  (the  "Deed  of  Transfer"),  before  the  Notary,  and in
       accordance with applicable  Laws and formalities in The  Netherlands,  it
       being  understood  that the Parties shall continue to be bound by all the
       provisions  of  this  Agreement   notwithstanding   that  some  of  these
       provisions may not be expressly reflected in the Deed of Transfer.  It is
       also understood that, in case of discrepancies between this Agreement and
       the Deed of Transfer,  the provisions of this Agreement  shall prevail to
       the extent permitted by applicable Law.

4.2    Filing with the Trade Register of the Chamber of Commerce.

       The  Parties  shall  instruct  the  Notary to  fulfill  promptly  all the
       formalities required in order to, as soon as possible after the execution
       of the Deed of Transfer, annotate the name of the Purchaser as registered
       owner of the  Shares in the  shareholder  records  of ASW-II and with the
       Traderegister  of  the  Chamber  of  Commerce  register  the  Purchaser's
       Director  (as  hereinafter  defined) as  statutory  director of ASW-II in
       accordance with Section 4.3(c) hereof.

4.3    Seller's Deliveries and Obligations.

       On the Closing Date, the Seller shall:
                                       6

<PAGE>

a)          deliver a certified copy of the corporate  resolutions of the Seller
            approving the entering into of this  Agreement and the completion of
            all transactions contemplated hereunder substantially in the form of
            Annex 4.3(a) attached hereto;

b)          deliver  a legal  opinion  letter,  substantially  in the form of
            Annex 4.3(b), certifying the powers of the Seller's authorized
            representative;

c)          pass a shareholder resolution to accept the resignation of Seller as
            statutory  director of ASW-II and appoint a director  who shall have
            been designated and notified by the Purchaser to the Seller at least
            three (3) Business  Days prior to the Closing  Date (the  "Purchaser
            Director") as statutory director of ASW-II;

d)          deliver letters of resignation  from Byron O. Pond,  Joseph R. Grewe
            ,  Francis J. Drew, and Samuel T. Rees as  members  of the board of
            directors  of  Speedline  and any of the  Subsidiaries  of which
            they are directors,  and cause AS  International,  Inc.  to resign
            as  managing  director  of  ASW-II,  or cause otherwise the
            cessation from office of such directors as of the Closing Date;

e)          appoint as members of the board of directors  of  Speedline  and its
            Subsidiaries,  those  members who shall have been  identified by the
            Purchaser  and  notified to the Seller at least  three (3)  Business
            Days prior to the Closing Date;

f)          use its best reasonable  efforts to cause the (actual and alternate)
            members of the board of  statutory  auditors  of  Speedline  and the
            Subsidiaries to resign from office on or as of the Closing Date;

g)          deliver to the Purchaser all the  corporate and  accounting  books
            and records of ASW-II, Speedline and the Subsidiaries.

4.4    Purchaser's Deliveries and Obligations.

       On the Closing Date, the Purchaser shall:

a)          deliver a certified  copy of the corporate  resolutions of the
            Purchaser approving  the  entering  into  of this  Agreement  and
            the  completion  of all transactions contemplated hereunder;

b)          deliver a legal opinion letter,  substantially  in the form of Annex
            4.4(b),  certifying the powers of the Purchaser's authorized
            representative;

c)          deliver  letters  duly  signed  by  the  Purchaser  containing  full
            releases for the  resigning  members of the board of  directors  and
            board of auditors of ASW-II,  Speedline and the Subsidiaries as well
            as  indemnification  obligations  in favor of all such directors and
            auditors, to the extent permitted by applicable Laws;

d)          provide and deliver the releases or the Counter Guarantees pursuant
            to the terms of Section 8.1 hereof.

                                    Article 5
                               Interim Management

5.1      Interim Management.

       During the period from the date hereof  until the  Closing  Date,  or the
       receipt of notice of  withdrawal  by Seller as per Article 3 hereof,  the
       Purchaser   Representative  shall  have  full  access  to  Speedline  and
                                       7

<PAGE>

       Subsidiaries'  premises and shall be kept informed of the  day-to-day and
       ordinary management of Speedline and its Subsidiaries.

       The Parties  specifically agree that the Seller shall not and shall cause
       Speedline and its  Subsidiaries  not to carry out the  following  actions
       without the consent of the Purchaser  Representative (which consent shall
       be given in good  faith  within 24 hours from the  request - the  Parties
       agree no reply or a reply  after the  expiration  of such  term  shall be
       deemed an implied  consent - and may be not be  unreasonably  withheld or
       denied):

       a)     make quotations of products to be sold to OEM customers

       b)     execute long term supply agreement;

       c)     hire or fire any managers or key  consultants or increase the rate
              of  compensation  payable or to become payable to any employees or
              key  consultants,  other than (i) una tantum payments (the cost of
              which is borne by the Seller) or (ii) increases made in accordance
              with normal past practice or mandated by Law;

       d)     resolve capital expenditures in excess of EURO one hundred
              thousand ((euro)100.000,00=).

                                    Article 6
                  Representations and Warranties of the Seller

To Seller's Knowledge, the following representations and warranties are true and
correct in all material aspects as of the date hereof and they shall be true and
correct in all material respects as of the Closing Date:

6.1    Authority to Sign and Conflicts of Interest.

       Subject to approval of this Agreement and the  transactions  contemplated
       herein by the board of directors of Amcast,  the Seller has all requisite
       power,  authority and approval  required to enter into, sign, and deliver
       this Agreement and to perform fully the Seller's  obligations  hereunder.
       This  Agreement  has been duly  executed and  delivered by the Seller and
       constitutes  valid  and  legally  binding   obligations  of  the  Seller,
       enforceable  in  accordance  with its terms.  Neither the  execution  and
       delivery of this  Agreement nor the  completion or  performance of any of
       the obligations and/or transactions contemplated herein will:

     a)   breach the articles of association or other constitutional  documents,
          by-laws or any directors' resolution of the Seller, or

     b)   contravene,  conflict  with,  or result in a  violation  of any law or
          regulation,  order,  judgment,  writ,  injunction,  decree, statute to
          which the Seller may be subject.

6.2    Due Incorporation of ASW-II, Speedline

       ASW-II  is  a  corporation  duly  incorporated  under  the  laws  of  The
       Netherlands.  Speedline is a corporation duly incorporated under the laws
       of  Italy  and  has  full  corporate  power  and  authority  to  own  its
       properties.  Annex  6.2 sets  forth a true and  complete  list of all the
       Subsidiaries,  permanent establishments and all locations where Speedline
       or any of the Subsidiaries  maintains a branch or a representative office
       included  in the  Business.  Correct and  complete  copies of the deed of
       incorporation and of the current by-laws of each of ASW-II, Speedline and
       the Subsidiaries have been previously provided to the Purchaser.
                                       8

<PAGE>

6.3    Title to the Shares.

       The Shares are owned by the Seller as the registered and beneficial owner
       thereof with a good and valid title thereto. The Shares are held free and
       clear of all liens and encumbrances. The delivery to the Purchaser of the
       Shares  pursuant to the  provisions of this  Agreement  will transfer the
       Shares  to the  Purchaser  free  and  clear  of all  security  interests,
       options,  equities,  claims,  pre-emption  rights  or other  third  party
       rights, restrictions and claims of every kind. ASW-II owns all the quotas
       of Speedline free and clear of all liens and  encumbrances  and Speedline
       owns the participation in the Subsidiaries, free and clear of any lien.

                                    Article 7
                 Representations and Warranties of the Purchaser

To Purchaser's Knowledge, the following  representations and warranties are true
and  correct in all  material  respects  as of the date hereof and they shall be
true and correct in all material respects as of the Closing Date.

7.1    Authority to Sign and Conflicts of Interest.

       The Purchaser has all requisite power, authority and approval required to
       enter into,  sign,  and deliver this  Agreement  and to perform fully the
       Purchaser's obligations hereunder.  This Agreement has been duly executed
       and delivered by the Purchaser and constitutes  valid and legally binding
       obligations of the Purchaser,  enforceable in accordance  with its terms.
       Neither the execution and delivery of this  Agreement nor the  completion
       or performance of any of the obligations and/or transactions contemplated
       herein will:

     a)   breach the articles of association or other constitutional  documents,
          by-laws or any directors' resolution of the Purchaser, or

     b)   contravene,  conflict  with,  or result in a  violation  of any law or
          regulation,  order,  judgment,  writ,  injunction,  decree, statute to
          which the Purchaser may be subject.

7.2    Due Incorporation of Purchaser.

       The Purchaser is a corporation duly incorporated, validly existing and in
       good standing under the laws of Italy.

7.3    Acknowledgments.

       The  Purchaser  acknowledges  that at the time of the Closing (i) it will
       have  conducted  a due  diligence  review  and  (ii)  all  materials  and
       information  requested  by  the  Purchaser  have  been  provided  to  the
       Purchaser  to  the  Purchaser's  satisfaction.  Except  for  the  express
       representations   and   warranties   contained   herein,   the  Purchaser
       acknowledges that the Seller has made no  representations,  warranties or
       agreements of any kind as to ASW-II,  Speedline,  its Subsidiaries or the
       Business.

                                    Article 8
                               Other Undertakings

8.1    Replacement of Security And Policies.


       The Purchaser  undertakes to obtain,  prior to the Closing Date, releases
       of any and all obligations undertaken by the Seller, Amcast or any person
       or entity controlling,  controlled by or under common control with Amcast
       ("Amcast Affiliates") in favor of or in the interest of ASW-II, Speedline
       or the Subsidiaries,  as listed on Annex 8.1 attached hereto, and provide
                                       9

<PAGE>

       satisfactory  evidence  of  such  releases  to the  Seller.  In  case  of
       impossibility to obtain the releases described above, the Purchaser shall
       provide the Seller with  guarantees,  performance  bonds or  fideiussioni
       acceptable to Seller (in Seller's sole discretion) ("Counter Guarantees")
       to cover Seller's liability.  The Purchaser shall use its best efforts to
       obtain  such  releases  or Counter  Guarantees  no later than the Closing
       Date, and in any case,  shall indemnify and hold harmless the Seller,  or
       any of the Amcast  Affiliates,  as the case may be, in case any demand or
       claim is made to any of them in respect  of any  obligation  before  full
       release is obtained or such Counter Guarantee established.


8.2    Antitrust  Filing.  Prior to the Closing Date, the Purchaser  shall make,
       with the assistance of the Seller,  the antitrust filing under applicable
       Laws in respect of the purchase of ASW-II, Speedline and the Subsidiaries
       as well as any and all transactions contemplated in this Agreement.

8.3    Intercompany  Debts. The intercompany  debts will be handled as set forth
       in Annex 8.3  hereof.  Seller  shall  cause  certain of these debts to be
       either  forgiven  or  contributed  to the  capital  of ASW-II in the most
       appropriate  manner  taking  into  account the  possible  tax effects for
       Amcast, ASW International Inc., Seller, ASW- II and Speedline.


8.4    Exclusivity.  The Parties agree that the starting from the earlier of (i)
       March 17,  2003 (in case the Closing  has not taken  place),  or (ii) the
       receipt of the notice of  withdrawal by Seller as set forth in Article 3,
       the Seller  shall be entitled to start or proceed with  negotiation  with
       third  parties  for  sale  or  implementation  of any  other  transaction
       concerning  ASW-II,  Speedline or any Subsidiaries in any whatsoever form
       and manner.


8.5    North  American  Trademark  License.  On or  prior  to the  Closing  Date
       Speedline  shall  sign  an  amended  license  agreement   concerning  the
       marketing and sale in NAFTA  countries of its products with the trademark
       "Speedline"  with Amcast for a duration of fifteen (15) years in the form
       attached hereto as Annex 8.5.

8.6    Speedline  Credit.  Speedline  will enter into an  agreement  with Amcast
       whereby they will agree that (i) the amount of the credit  currently owed
       by Amcast to Speedline  will be reduced to $ 300,000 and (ii) Amcast will
       agree to pay such  credit  in  quarterly  installments  of $ 75,000  each
       commencing April 1, 2009.

                                    Article 9
                                 Confidentiality

       For a period of two (2) years starting from the date hereof,  the Parties
       shall keep strictly confidential all information  delivered,  provided or
       disclosed  in any manner  from one Party to the other  Party  pursuant to
       this Agreement (the "Confidential  Information") and will not disclose or
       otherwise  make  public,   without  the  prior  written  consent  of  the
       disclosing  party, the  Confidential  Information to third parties (other
       than to a  professional  or other advisor of the Party which has received
       the  Confidential  Information,  in which case such Party shall cause the
       recipient  of the  Confidential  Information  to comply with the terms of
       this provision as if it were a party to this Agreement), provided that no
       Party hereto shall be  obligated to keep  confidential  or shall incur in
       any liability for disclosure of the Confidential Information which:

     a)   was  already  in the public  domain or comes  into the  public  domain
          without any breach of this Agreement;

     b)   was lawfully in that Party's  possession prior to the entering into of
          this Agreement;

     c)   was  disclosed  by  third  parties  having  lawful  possession  of the
          Confidential Information and the right to disclose same; or
                                       10

<PAGE>

     d)   must  be  disclosed  by a  party  pursuant  to  laws,  regulations  or
          governmental  orders binding on such party, such as, by way of example
          but without limitation, applicable securities laws.

                                   Article 10
                                  Arbitration

10.1   General.

       Unless settled by mutual  agreement,  any dispute  whatsoever  that might
       arise out of or in connection with the performance or the meaning of this
       Agreement or in  connection  with any other matter of  whatsoever  nature
       concerning  this Agreement  shall be submitted to arbitration and finally
       settled in accordance with and subject to the Rules of Arbitration of the
       Milan  Chamber of  Commerce  then in force and  finally  settled by three
       arbitrators.

10.2   Appointment of the Panel of Arbitrators.

       The panel of  arbitrators  will be appointed as follows:  each Party will
       appoint an arbitrator  and the two  arbitrators  appointed by the Parties
       will appoint a third  arbitrator  who shall act as chairman of the panel.
       In case the third arbitrator is not appointed within thirty (30) Business
       Days from the appointment of the last of the two arbitrators appointed by
       the Parties or one of the Parties has not appointed its arbitrator within
       fifteen  (15)  Business  Days from the notice of the  appointment  of the
       arbitrator by the other Party, the third arbitrator and/or the arbitrator
       not  appointed  by the  relevant  Party  will be  appointed  by the Milan
       Chamber of Commerce upon request of either Party.

10.3   Place of Arbitration.

       Unless otherwise  agreed in writing by the Parties,  the arbitration will
       take place in Milan, in the English  language,  it being  understood that
       the arbitrators shall be fluent in English.

10.4   Costs of Arbitration.

       Each Party shall pay its own  counsel's  fees and costs.  The cost of the
       arbitration will be assessed against the unsuccessful Party, with respect
       to any claim  unsuccessfully  disputed  by the  relevant  Party,  and the
       arbitrators shall make such cost allocation in their decisions.

                                   Article 11
                                    Expenses

11.1   Expenses of Sale.

       The Seller on one hand, and the Purchaser on the other,  shall bear their
       own  direct  and  indirect   costs  and  expenses,   including,   without
       limitation,  any  filing  fee  or  expenses,  fees  and  expenses  of all
       attorneys,  accountants and other  professionals,  incurred in connection
       with  the  negotiation  and  preparation  of  this  Agreement,   and  the
       completion and performance of the transactions  contemplated  herein. All
       reasonable  and  customary  costs and  expenses  of sale and  closing the
       transactions  contemplated  by  this  Agreement  shall  be  paid  by  the
       Purchaser  including,  without limitation,  any and all notarial fees and
       expenses and stamp duties,  excluding,  however,  any fees or expenses of
       the Seller's  attorneys,  accountants and advisors (the "Closing Costs"),
       only as long as the size of costs and  expenses  and stamp  duties of the
       sale and closing in The Netherlands is equivalent to the costs,  expenses
       and duties it would involve in case sale and closing took place in Italy.
       Any costs,  expenses and duties in excess  should be born entirely by the
       Seller.
                                       11

<PAGE>

                                   Article 12
                               General Provisions

12.1   Notices.

       Any notice,  notification or other communication required or permitted to
       be given  hereunder  shall be, in  writing,  and  shall be  delivered  in
       person,  transmitted  by courier,  or  registered  mail  receipt  return,
       telegram, telefax with receipt confirmation, and addressed as follows:

       (a)    if to the Seller to:

              Mr. Joseph Grewe, President
              Amcast Industrial Corporation
              7887 Washington Village Drive
              Dayton, OH 45459-3959
              USA

              Fax no.: +1-937-291-7007
              Tel no.: +1-937-291-7000

              CC: Mr. Samuel Rees, Legal Counsel
              Amcast Industrial Corporation
              7887 Washington Village Drive
              Dayton, OH 45459-3959
              USA

              Fax no.: +1-937-291-7007
              Tel no.: +1-937-291-7000


       (b)    if to the Purchaser to:
              Mr. Michele Mazzucconi
              c/o Mazzucconi S.p.A.
              Ponte S. Pietro (BG) Italy
              Fax no.: 035-617696
              Tel no.: 035-4551211


              CC: Mr. Stefano Zonca
              Zonca Briolini Felli
              Via Verdi 7
              24121 Bergamo Italy
              Fax no. 035-232833
              Tel no.: 035-221023

       (c)    if to the Notary to:
              Lexence
              t.a.v. Mrs. C.J. Bosch
              Peter van Anrooystraat 7
              1076 DA Amsterdam
              The Netherlands
              Fax no: +31 20 5736 888
              Tel no: +31 20 5736 860

       In case any Party may, at any time,  change its address,  same shall give
       immediately notice to the other Party of such change.
                                       12

<PAGE>

12.2   Entire Agreement.

       This  Agreement  (including  any  Exhibits  or  Annexes  hereto)  and the
       agreements, documents and instruments to be signed and delivered pursuant
       hereto or thereto,  are  intended to function as the final,  complete and
       exclusive agreement among the Parties with respect to the purchase of the
       Shares and related transactions,  and are intended to supersede all prior
       agreements,  understandings  and  representations  written or oral,  with
       respect thereto and may not be contradicted by evidence of any such prior
       or contemporaneous  agreement,  understanding or representation,  whether
       written or oral.

12.3   Further Cooperation.

       The  Parties  covenant  and  agree,  at the  request  and  expense of the
       requesting  party,  to execute and deliver any deed or  document,  and to
       fulfill any obligation or any other duty to be performed  pursuant to the
       Agreement or which is legally  necessary to complete the  purchase,  sale
       and  transfer  of the Shares and the  transactions  contemplated  in this
       Agreement.

12.4   Amendments.

       No amendment,  modification  or waiver of any provision of this Agreement
       shall be valid  and  binding  unless  approved  in  writing  by the Party
       against  which such  amendment,  modification  or waiver is  invoked.  No
       waiver of the Parties  shall  constitute a waiver of any other  provision
       unless such waiver is otherwise expressly provided.

12.5   Severability.

       Any Article, section,  paragraph,  subsection or other provisions of this
       Agreement which is or becomes illegal,  invalid or unenforceable shall be
       severed from this Agreement,  to the extent  permitted  under  applicable
       law, and be ineffective to the extent of such  illegality,  invalidity or
       unenforceability and shall not affect the remaining provisions hereof and
       be replaced by a provision reflecting the intent of the Parties.

12.7   Assignment.

       This Agreement and the related rights,  interests,  and obligations shall
       not be assigned by the Seller and the Purchaser without the prior written
       consent of the other Party and any attempt of transfer or  assignment  of
       this  Agreement  without  the  consent of the other Party shall be deemed
       void and with no effect.

12.8   Counterparts.

       This  Agreement may be executed in any number of  counterparts,  and each
       such counterpart hereof shall be deemed to be an original instrument, but
       all such counterparts together shall constitute but one agreement.
                                       13

<PAGE>

12.9   Governing Law; Language.

       This Agreement shall be governed by, and construed in accordance with the
       laws of Italy.  This Agreement is being executed in the English language,
       and  the  English  version  shall  prevail,  control  and  supersede  any
       translation hereof into any other language.

                                      * * *

       IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by officers duly authorized hereunto as of the date first above written.

For the Seller:

ASW International I, BV



By: /S/ Joseph R. Grewe
   -----------------------------------------------------------
Name: Joseph R. Grewe
Title: Vice President




For the Purchaser:

Maberfin S.p.A.



By: /S/ Michele Mazzucconi
   -----------------------------------------------------------
Name: Michele Mazzucconi
Title: Member of the Board and Authorized Representative











                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>add1.txt
<DESCRIPTION>ADDENDUM NO. 1
<TEXT>



                                    ADDENDUM

                       TO THE SHARE AND PURCHASE AGREEMENT

                                     BETWEEN

       ASW  International  I,  BV a  company  organized  under  the  laws of The
       Netherlands,   with  outstanding  capital  of  18.151,21  Euros  and  its
       registered   office  in  (1083  HK)  Amsterdam,   The   Netherlands,   at
       Drentestraat 24 BG, with BV number  604.699,  registered with the Chamber
       of  Commerce  for  Amsterdam   under  number   33294385  (the  "Seller"),
       represented  herein by Mr. Joseph R. Grewe, duly authorized in accordance
       with  board  of  directors  resolution  of AS  International  Inc  in its
       capacity as managing  director of the Seller,  dated  February 5, 2003, a
       copy of which is attached as Annex A hereto.

                                                             - on the one side -

                                       AND

       Maberfin  S.p.A.  a  company  organized  under  the laws of  Italy,  with
       outstanding  capital of 1,238,400 Euro and its registered office in Ponte
       San  Pietro  (BG) at Via Ciro  Menotti 4 (the  "Purchaser"),  represented
       herein by Mr.  Michele  Mazzucconi,  duly  authorized in accordance  with
       board of directors resolution of Maberfin S.p.A., dated February 3, 2003,
       a copy of which is attached as Annex B hereto.

                                                           - on the other side -

       (hereinafter, collectively, referred to as the "Parties")

                                     Whereas

-             On February  11, 2003,  the Parties have signed a Share  Purchaser
              Agreement  (the "SPA") for the purchase of ASW  International  II,
              BV, a company  organized under the laws of The  Netherlands,  with
              outstanding  capital of 22.689,01 Euros and its registered  office
              in (1083 HK) Amsterdam,  The  Netherlands,  at Drentestraat 24 BG,
              with BV number  604.778,  registered  with the Chamber of Commerce
              for Amsterdam under number 33294386 ("ASW-II)");

-             pursuant to Section 3.1 of the SPA, the Purchaser has been granted
              a special right to withdraw from Closing without obligation to pay
              any  penalty,  by giving  written  notice  to the  Seller no later
              February 17, 2003, exclusively in case the due diligence review of
              ASW-II  reveal  any  material   liabilities  of  ASW-II  or  other
              circumstances as provided therein;

-             certain  documentation or information  concerning ASW-II have been
              made  available  to the  Purchaser  in the last three days and for
              such  purpose the  Purchaser  has not managed to complete  the due
              diligence  review of ASW-II  and has  requested  to  postpone  the
              Special Withdrawal Time Limit;

-             the Purchaser  acknowledges to have received from Seller those
              information and documents  necessary to complete the due diligence
              review in the next days;

-             in light of the  foregoing,  the Parties have discussed and agreed
              to postpone the Special  Withdrawal  Time Limit until  February19,
              2003.
                                       1

<PAGE>

-             Unless otherwise  indicated herein,  capitalized terms shall have
              the same meaning  attributed to them in the SPA

       NOW, therefore, the Parties hereto agree as follows:


                                    Article 1
                Postponement of the Special Withdrawal Time Limit

       The Parties  hereby agree that Section 3.2 of the SPA shall be amended to
read as follows:

       "3.2   Special Withdrawal Right.

       Notwithstanding  the provision of Section 3.1, the Purchaser shall have a
       special  right to withdraw  from Closing  without  obligation  to pay any
       penalty,  by giving  written  notice to the Seller no later  February 19,
       2003  ("Special  Withdrawal  Time  Limit",  such time period being of the
       essence).  The  Purchaser  shall be entitled to such  Special  Withdrawal
       Right  exclusively in case the due diligence review of ASW-II reveals any
       material liabilities of ASW-II,  including joint or indirect liabilities,
       any significant tax risks or any material costs or disadvantages involved
       in disassembling or liquidating  ASW-II or transferring  Speedline or the
       Shares to an Italian  entity.  In this respect,  if the  Purchaser  gives
       notice  of  Special  Withdrawal  Right,  then  this  Agreement  shall  be
       terminated,  the Closing  shall not take place and Seller shall return to
       the  Purchaser  the full  amount of TWO  MILLION  UNITED  STATES  DOLLARS
       (US$2,000,000.00)  which the  Seller  received  as  Advance  Payment,  by
       immediately causing ASW-II to assign the Purchaser the right to repayment
       by Speedline of the Additional Seller Loan,  including interests accrued;
       such loan shall be repaid by Speedline  not later that  December 31, 2003
       and shall be secured  (simultaneously  with the assignment) by a security
       interest in certain Speedline accounts receivable designated by Speedline
       from time to time,  with right of  substitution,  to the  fullest  extent
       allowable under Italian Laws, for an aggregate  amount of TWO (2) million
       US  Dollars,  and the Seller  shall  procure  that such  security  too is
       assigned to the Purchaser."

                                    Article 2
                               No Other Amendment

       The  Parties  acknowledge  that this  Amendment  has the sole  purpose to
       postpone the date of the Special  Withdrawal  Time Limit and that all the
       other  provisions of the SPA remain valid and  enforceable  and that this
       Amendment  shall not give rise to a "novation"  or amendment of any other
       provisions of the SPA or used for  interpretation  or construction of any
       term or conditions contained in the of the SPA.

                                    Article 3
                              Counterpart Execution

       The  Parties   acknowledge   that  this  Amendment  may  be  executed  in
       counterpart  and  shall be deemed  fully  executed  when  each  party has
       executed at least one  counterpart.  Additionally,  this Amendment may be
       signed by faxed  signatures  and shall be deemed signed when a fax signed
       copy has been transmitted to the other party.

                                    * * * * *


       IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
       by officers duly authorized hereunto as of the date first above written.
                                       2

<PAGE>

       For the Seller:

       ASW International I, BV
       By:  /S/ Joseph R. Grewe
          ------------------------------------------------------
       Name: Joseph R. Grewe
       Title: Vice President




       For the Purchaser:

       Maberfin S.p.A.



       By:  /S/ Michele Mazzucconi
          ------------------------------------------------------
       Name: Michele Mazzucconi
       Title: Member of the Board and Authorized Representative











                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>5
<FILENAME>add2.txt
<DESCRIPTION>ADDENDUM NO. 2
<TEXT>



                                   ADDENDUM 2

                       TO THE SHARE AND PURCHASE AGREEMENT

                                     BETWEEN

       ASW  International  I,  BV a  company  organized  under  the  laws of The
       Netherlands,   with  outstanding  capital  of  18.151,21  Euros  and  its
       registered   office  in  (1083  HK)  Amsterdam,   The   Netherlands,   at
       Drentestraat 24 BG, with BV number  604.699,  registered with the Chamber
       of  Commerce  for  Amsterdam   under  number   33294385  (the  "Seller"),
       represented  herein by Mr. Joseph R. Grewe, duly authorized in accordance
       with  board  of  directors  resolution  of AS  International  Inc  in its
       capacity as managing  director of the Seller,  dated  February 5, 2003, a
       copy of which is attached as Annex A hereto.

                                                             - on the one side -

                                       AND

       Maberfin  S.p.A.  a  company  organized  under  the laws of  Italy,  with
       outstanding  capital of 1,238,400 Euro and its registered office in Ponte
       San  Pietro  (BG)  at  Via  Ciro  Menotti  4  (the  "Former  Purchaser"),
       represented  herein  by  Mr.  Michele  Mazzucconi,   duly  authorized  in
       accordance with board of directors  resolution of Maberfin S.p.A.,  dated
       February 3, 2003, a copy of which is attached as Annex B hereto and CROWN
       EXECUTIVE AVIATION LIMITED, a private limited company organized under the
       laws of the  United  Kingdom  with its  registered  office  located at 15
       Northfields   Prospect,   Northfields,   London,   SW181PE  England  (the
       "Purchaser")  represented  by Mr. Marco  Acquistapace,  duly empowered to
       execute this Agreement  pursuant the by-laws of Crown Executive  Aviation
       Limited, a copy of which is attached hereto as Annex C hereto and.

                                                           - on the other side -
       (hereinafter, collectively, referred to as the "Parties")

                                     Whereas

       On February 11, 2003, the Seller and Former Purchaser have signed a Share
and Purchaser  Agreement (the "SPA") for the purchase of ASW  International  II,
BV, a company  organized  under the laws of The  Netherlands,  with  outstanding
capital of 22.689,01 Euros and its registered office in (1083 HK) Amsterdam, The
Netherlands,  at Drentestraat 24 BG, with BV number 604.778, registered with the
Chamber of Commerce for Amsterdam under number 33294386 ("ASW-II)");

       On February 17, 2003,  the Seller and the Former  Purchaser have signed a
first Addendum to the SPA;

       The  parties  hereto  desire to  further  amend  the  Share and  Purchase
Agreement to provide for the substitution of Purchaser for Former Purchaser;

       Unless otherwise indicated herein,  capitalized terms shall have the same
meaning attributed to them in the SPA

       NOW, therefore, the Parties hereto agree as follows:

                                    Article 1
                 Substitution of Purchaser for Former Purchaser

       The Parties  hereby  agree that the SPA shall be amended to provide  that
all rights and duties of Former  Purchaser  shall be assigned  and  delegated to
Purchaser as if it were the original  Purchaser in the SPA and Former  Purchaser
releases and discharges the Seller from any duties, obligations, representations
                                       1

<PAGE>

or  warranties  to it as contained in the SPA.  Additionally,  Former  Purchaser
represents that it has provided to Purchaser all  information  gathered by it to
date as a result of its due  diligence.  The  obligation  to provide the Advance
Payment pursuant to Paragraph 2.3(i) of the SPA has been  accomplished by Former
Purchaser and is assigned to Purchaser.  The Special  Withdrawal Right contained
in  Paragraph  3.2 has lapsed  without  being  exercised.  Purchaser  and Former
Purchaser have already agreed with a separate contract the consideration for the
assignment of the Agreement.

                                    Article 2
                        Substantive Amendments to the SPA

       The  parties  hereby  further  agree  that  the SPA  will be  amended  or
partially amended in the following respects:

       "1.6   Definitions.
          "Purchaser's    Representative"    means   Mr.   Franco   Mondino,   a
       representative selected by Purchaser to be kept informed of Speedline's
       and Subsidiaries' day-to-day and ordinary management, as set forth in
       Article 5;"

       "7.2   Due Incorporation of Purchaser.
       The  Purchaser  is  a  limited  corporation  duly  incorporated,  validly
       existing and in good standing under the laws of England."

       "8.2 Antitrust  Filing.  The Purchaser shall make, with the assistance of
       the Seller,  any antitrust filing under applicable Laws in respect of the
       purchase of ASW-II, Speedline and the Subsidiaries as well as any and all
       transactions contemplated in this Agreement and shall assume any risk and
       indemnify  and hold Seller  harmless for any loss,  cost or liability for
       Purchaser's failure to do so prior to the Closing."

       "11.1      Expenses of Sale.
       The Seller on one hand, and the Purchaser on the other,  shall bear their
       own  direct  and  indirect   costs  and  expenses,   including,   without
       limitation,  any  filing  fee  or  expenses,  fees  and  expenses  of all
       attorneys,  accountants and other  professionals,  incurred in connection
       with  the  negotiation  and  preparation  of  this  Agreement,   and  the
       completion and performance of the transactions  contemplated  herein. All
       reasonable  and  customary  costs and  expenses  of sale and  closing the
       transactions  contemplated  by  this  Agreement  shall  be  paid  by  the
       Purchaser  including,  without limitation,  any and all notarial fees and
       expenses and stamp duties,  excluding,  however,  any fees or expenses of
       the Seller's  attorneys,  accountants and advisors (the "Closing Costs"),
       only as long as the size of costs and  expenses  and stamp  duties of the
       sale and closing in The Netherlands is equivalent to the costs,  expenses
       and duties it would  involve in case sale and closing took place in Italy
       or  England.  Any costs,  expenses  and  duties in excess  should be born
       entirely by the Seller. "

       "12.1  Notices.
       Any notice,  notification or other communication required or permitted to
       be given  hereunder  shall be, in  writing,  and  shall be  delivered  in
       person,  transmitted  by courier,  or  registered  mail  receipt  return,
       telegram, telefax with receipt confirmation, and addressed as follows:

       (b)    if to the Purchaser to:
              Mr. Marco Acquistapace
              Crown Executive Aviation Ltd.
              15 Northfields Prospect
              Northfields, London
              SW18 1PE
              Fax no.: +44.2088746619
              Tel no.: +44.2088740927
                                        2

<PAGE>

              CC: Mr. Stefano Zonca
              Zonca Briolini Felli
              Via Verdi 7
              24121 Bergamo Italy
              Fax no. 035-232833
              Tel no.: 035-221023

                                     * * *"

                                    Article 3
                               No Other Amendment

       The Parties  acknowledge  that all the other provisions of the SPA remain
valid  and  enforceable  and  that  this  Amendment  shall  not  give  rise to a
"novation"  or  amendment  of any  other  provisions  of the  SPA  or  used  for
interpretation or construction of any term or conditions contained in the of the
SPA.

                                    Article 4
                              Counterpart Execution

       The  Parties   acknowledge   that  this  Amendment  may  be  executed  in
counterpart  and shall be deemed fully  executed when each party has executed at
least  one  counterpart.  Additionally,  this  Amendment  may be signed by faxed
signatures  and  shall  be  deemed  signed  when  a fax  signed  copy  has  been
transmitted to the other party.

                                    * * * * *






       IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by officers duly authorized hereunto as of the date first above written.

       For the Seller:

       ASW International I, BV
       By:  AS International, Inc


       By: /S/ Joseph R. Grewe
          -----------------------------
       Name: Joseph R. Grewe
       Title: Vice President


       For the Former Purchaser:

       Maberfin S.p.A.



       By: /S/ Michele Mazzucconi
          -----------------------------
       Name: Michele Mazzucconi
       Title: Member of the Board and Authorized Representative

       For the Purchaser
       Crown Executive Aviation Limited



       By:
          -----------------------------
       Name: Marco Acquistapace
       Title: Sole Director



                                       3

</TEXT>
</DOCUMENT>
</SUBMISSION>
